SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 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 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 $3.345 April 3, 1996 30,500 $3.345 April 4, 1996 14,000 $3.345 April 8, 1996 4,000 $3.345 ------- 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 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 6, 1996 Page 7 of 7 Pages