SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ZAPATA CORPORATION (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.25 PER SHARE 989070R17 (CUSIP NUMBER) BRAD S. AKIN, ESQ. GRESHAM, DAVIS, GREGORY, WORTHY & MOORE A PROFESSIONAL CORPORATION 112 EAST PECAN STREET, SUITE 900 SAN ANTONIO, TEXAS 78205 (210) 226-4157 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 11, 1996 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX [_] CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT [_] Page 1 of 7 Pages CUSIP NO. 989070R17 13D PAGE 2 0F 7 PAGES - -------------------- *SEE INSTRUCTION BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 7 Pages
_______________________________________________________________________________ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter M. Holt S.S. No. ###-##-#### _______________________________________________________________________________ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [___] 2 (b) [___] ________________________________________________________________________________ SEC USE ONLY 3 ___________________________________________________________________________ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(D) OR 2(E) [__] - ------------------------------------------------------------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------------------------------------------------------------ SOLE VOTING POWER *Adjusted for 1:5 reverse stock split approved NUMBER OF 7 189,980* by ZAPATA shareholders on April 27, 1994 SHARES __________________________________________________________________ BENEFICIALLY SHARED VOTING POWER OWNED BY 8 43,088* EACH __________________________________________________________________ REPORTING SOLE DISPOSITIVE POWER PERSON 9 189,980* WITH _________________________________________________________________ SHARED DISPOSITIVE POWER 10 43,088* _______________________________________________________________________________ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 233,068* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__] ____ __________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.79 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN ________________________________________________________________________________ Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.25 per share (the "Common Stock"), of Zapata Corporation ("Zapata"), a Delaware corporation whose principal offices are located at 1 Riverway, 777 S. Post Oak Lane, Suite 2200, Houston, Texas 77056. With respect to the disclosures herein, adjustment has been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of Shareholders held on April 27, 1994. Item 2. Identity and Background. This statement is being filed by Peter M. Holt ("Mr. Holt") whose business address is S. W. W. White at Holt Avenue, San Antonio, Texas 78222. Mr. Holt was a Director of Zapata from November, 1993 until his resignation in November, 1995. Mr. Holt is also the chief executive officer and a director of certain other companies, including Caterpillar equipment dealerships and companies engaged in used machinery sales, aircraft sales and real estate investments, positions he has held with each such entity for more than the past five years. In addition, Mr. Holt is advisory director of Texas Commerce Bank, San Antonio. During the past five years, Mr. Holt has not been a party to a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Holt is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Mr. Holt will review his investment in Zapata on a continuing basis and, depending upon the price and availability of such securities, subsequent developments affecting Zapata, Zapata's business and prospects, other investment and business opportunities available to Mr. Holt, general stock market and economic conditions, tax considerations and other factors deemed relevant, he may reevaluate his investment in Zapata. Page 3 of 7 Pages Item 5. Interest in Securities of the Issuer. (a) and (b) Mr. Holt beneficially owns 233,068 shares of the Common Stock, which (based on 29,548,407 shares of Common Stock outstanding on December 15, 1995) represents 0.79% of the outstanding shares in that class of securities. The nature of these holdings is as follows: (1) Benjamin D. Holt, Jr. is a co-trustee of the S Stock GST Trust for Peter M. Holt and has granted an oral proxy to Peter M. Holt for the voting of shares owned in his individual capacity. Benjamin D. Holt, Jr.'s business address is S. W.W. White, Holt Avenue, San Antonio, Texas 78222. He is a private investor and is director of several companies, including Caterpillar equipment dealerships and companies engaged in used machinery sales, aircraft sales and real estate investments, positions he has held with each such entity for more than the past five years. During the past five years, Benjamin D. Holt, Jr. has not been a party to a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was a judgment, decree or final order enjoining future violations of, or prohibiting or Page 4 of 7 Pages
NAME OF PERSON VOTING DISPOSITIVE OR ENTITY TOTAL SHARES POWER POWER - --------- ------------ ------ ----------- Peter H.Holt, 149,821 Sole Sole individually Peter Holt 28,033 Sole Sole H-R Trust S Stock GST 6,540 Shared(1) Shared(1) Trust for Peter H. Holt Holt Corporate 6,163 Sole Sole Stock Marital Trust-1985 Holt Corporate 5,963 Sole Sole Stock Life Trust - 1985 Benjamin D. Holt, Jr. 36,548 Shared(1) Shared(1) by Oral Proxy ------------ 233,068 mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Benjamin D. Holt, Jr. is a citizen of the United States of America. (c) (1) On December 29, 1994, Peter M. Holt made an aggregate gift of 9,392 shares to two trusts for the benefit of his children. On the same date, the Peter M. Holt Grantor Trust made an aggregate gift of 2,460 shares to the same trusts. Mr. Holt's wife is the sole trustee of each of such trusts. (2) Between March 26, 1996 and March 29, 1996, Benjamin D. Holt, Jr. sold an aggregate of 144,000 shares on the open market. The dates, numbers of shares sold and price per share for such transactions is as follows: (3) Between April 1, 1996 and April 8, 1996, the Peter M. Holt Grantor Trust sold an aggregate of 113,500 shares on the open market. The dates, numbers of shares sold and price per share for such transactions is as follows:
Date Shares Sold Price - ---- ----------- -------- March 26, 1996 25,500 $ 3.220 March 27, 1996 8,500 $ 3.095 March 28, 1996 40,500 $ 3.220 39,500 $ 3.095 March 29, 1996 30,000 $ 3.220 ------- Total 144,000 (4) On April 11, 1996, Peter M. Holt, Benjamin D. Holt, Jr., the S Stock GST Trust for Peter M. Holt, the Holt Corporate Stock Life Trust - 1985, and the Holt Corporate Stock Marital Trust - 1985 sold an aggregate of 2,132,585 shares in a negotiated transaction. The name of the seller, number of shares sold and price per share for such transaction is as follows:
Date Shares Sold Price - ---- ----------- ------ April 1, 1996 50,000 $3.220 April 2, 1996 15,000 $3.095 April 3, 1996 30,500 $3.220 April 4, 1996 14,000 $3.095 April 8, 1996 4,000 $3.220 ------- Total 113,500 Page 5 of 7 Pages
Seller Shares Sold Price - ------ ----------- ----- Peter M. Holt 862,756 $3.44 S Stock Trust for Peter M. Holt 213,938 $3.44 Holt Corporate Stock Life Trust - 1985 194,923 $3.44 Holt Corporate Stock Marital Trust - 1985 201,419 $3.44 Benjamin D. Holt, Jr. 659,549 $3.44 --------- Total 2,132,585 $3.44 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer. The Shares of common Stock acquired by Mr. Holt pursuant to the Merger, Purchase and Sale Agreement, dated November 9, 1993, were included in Zapata's Registration Statement on Form S-1, Registration No. 33-68034, declared effective November 9, 1993, and pursuant thereto such Common Stock may be offered for sale by Mr. Holt from time to time. At present, there is an oral understanding between Mr. Holt and Benjamin D. Holt, Jr., Mr. Holt's father, to the effect that Mr. Holt will have a proxy from Mr. Holt, Jr. for purposes of voting shares of the Common Stock owned by him. Other than the contracts, agreements and transactions described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to any securities of Zapata which include Mr. Holt. Item No. 7. Exhibits. None. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. /s/ Peter M. Holt ---------------------------------------- Peter M. Holt Dated: May 2, 1996 Page 7 of 7 Pages