View:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4)* Under the Securities Exchange Act of 1934 Safety Components International, Inc. ------------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class Securities) 786474205 --------- (CUSIP Number) Leonard DiSalvo Vice President-Finance and CFO Zapata Corporation 100 Meridian Centre, Suite 350 Rochester, New York 14618 Tel. (585) 242-2000 Copies To: Gordon E. Forth, Esq. Woods Oviatt Gilman LLP 700 Crossroads Building Two State Street Rochester, New York 14614 Tel. (585) 987-2800 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) November 13, 2003 ------------------------------------------------------ (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 / /. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (However, see the Notes). - ------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zapata Corporation 74-1339132 - ------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - ------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------ (4) SOURCE OF FUNDS WC - ------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------ (7) SOLE VOTING POWER 4,162,394 shares ------------------- NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 WITH --------------------- (9) SOLE DISPOSITIVE POWER 4,162,394 shares ----------------------- (10) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,162,394 shares - ------------------------------------------------------------ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.7% - ------------------------------------------------------------ (14) TYPE OF REPORTING PERSON (See Instructions) CO This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed by Zapata Corporation ("Zapata") to amend its original Schedule 13D filed September 29, 2003 by Zapata, as amended by Amendment No. 1 filed October 6, 2003, Amendment No. 2 filed October 9, 2003 and Amendment No. 3 filed October 14, 2003 (the "Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Safety Components International, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 4 amends the Schedule 13D to include additional information in Item No. 4 and Item No. 7. All other items that remain unchanged from the Schedule 13D are not repeated herein, but are incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION As previously reported, Zapata has requested that the Issuer's Board of Directors elect individuals selected by it to serve on Issuer's Board of Directors and that those nominees constitute a majority of the Issuer's Board of Directors. After considering the request, the Issuer invited Zapata to submit a proposal to the Issuer pursuant to which Zapata would acquire the Issuer's outstanding shares of common stock not already owned by Zapata. Zapata has advised the Issuer that it is prepared to proceed with such a transaction, provided that it receive appropriate Board representation. In particular, the Issuer has indicated it is prepared to elect two of Zapata's nominees to the Issuer's Board of Directors as soon as practical and that upon the execution of a definitive agreement providing for the transaction, it is willing to elect to the Issuer's Board of Directors additional Zapata nominees that will constitute a majority of the Issuer's Board of Directors. On November 13, 2003, Zapata submitted to the Issuer's Board of Directors a letter containing its preliminary, non-binding indication of interest providing for Zapata's acquisition of the Issuer's remaining public shares at a price of $11.49 per share. A copy of the letter is filed with this Amendment No. 4 as Exhibit 7 and is hereby incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Irrevocable Proxy dated September 26, 2003 executed by Putnam Investment Management, LLC in favor of Zapata.* 2. Irrevocable Proxy dated September 26, 2003 executed by Putnam Fiduciary Trust Company on behalf of Marsh & McLennan Companies, Inc. in favor of Zapata.* 3. Irrevocable Proxy dated September 26, 2003 executed by Wayland Investments Fund, LLC in favor of Zapata.* 4. Irrevocable Proxy dated September 26, 2003 executed by Jefferies & Company, Inc. in favor of Zapata.* 5. Irrevocable Proxy dated October 6, 2003 executed by AIG Global Investment Corp. in favor of Zapata.* 6. Letter dated October 13, 2003 from Zapata to the Issuer.* 7. Letter dated November 13, 2003 from Zapata to the Issuer. *Previously filed. 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. Dated: November 14, 2003 ZAPATA CORPORATION By: /s/ Leonard DiSalvo ------------------- Name: Leonard DiSalvo Title: VP-Finance and CFO EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1. Irrevocable Proxy dated September 26, 2003 executed by Putnam Investment Management, LLC in favor of Zapata.* 2. Irrevocable Proxy dated September 26, 2003 executed by Putnam Fiduciary Trust Company on behalf of Marsh & McLennan Companies, Inc. in favor of Zapata.* 3. Irrevocable Proxy dated September 26, 2003 executed by Wayland Investments Fund, LLC in favor of Zapata.* 4. Irrevocable Proxy dated September 26, 2003 executed by Jefferies & Company, Inc. in favor of Zapata.* 5. Irrevocable Proxy dated October 6, 2003 executed by AIG Global Investment Corp. in favor of Zapata.* 6. Letter dated October 13, 2003 from Zapata to the Issuer.* 7. Letter dated November 13, 2003 from Zapata to the Issuer. *Previously filed.
Exhibit 7 Zapata Corporation 100 Meridian Centre, Suite 350 Rochester, New York 14618 November 13, 2003 Board of Directors Safety Components International, Inc. 41 Stevens Street Greenville, South Carolina 29605 c/o Gary Ivey, Esq. Altson & Bird Bank of America Plaza 101 South Tryon Street, Suite 400 Charlotte, NC Gentlemen: We appreciate your invitation to have two nominees of Zapata Corporation join the Safety Components International, Inc. Board of Directors and appropriate committees. We understand that this will take place as soon as practical after complying with all legal requirements. We further understand that the Safety Components Board of Directors is prepared to take the actions necessary for Zapata nominees to constitute a majority of the Safety Components Board of Directors if Zapata and Safety Components enter into a definitive agreement for Zapata's acquisition of all remaining Safety Components public shares. Based on the foregoing, Zapata is pleased to present its preliminary, non-binding indication of interest in acquiring all remaining Safety Components public shares at a price of $11.49 per share. The price equals the weighted average purchase price recently paid by Zapata for its 84% ownership interest in Safety Components. The price represents a 51% premium above the $7.62 per share average trading price of Safety Component's common stock during the 12 month period ended on September 29, 2003, the date on which Zapata first announced its purchase of Safety Components shares. We have not yet determined whether the purchase price will be paid in cash, Zapata securities or a combination thereof. The transaction, however, would likely be structured as a tender or exchange offer by Zapata, followed by a short-form merger between Safety Components and a newly formed, wholly-owned Zapata subsidiary. Any Safety Components public shares not owned by Zapata upon the closing of the tender/exchange offer (other than those with respect to which appraisal rights are properly exercised) would be converted in the merger into the rights to receive the same price paid in the tender/exchange offer. The tender/exchange offer would be subject to customary conditions in addition to the following conditions: * sufficient Safety Components shares shall be validly tendered (and not withdrawn) so that such shares, when taken together with the Safety Components shares already owned by Zapata, will give Zapata beneficial ownership of at least 90% of Safety Components' shares of common stock, calculated on a fully-diluted basis, * Congress Financial shall have confirmed that the current debt financing provided by it to Safety Components shall remain in place on the current terms on consummation of the transaction, * the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, shall have terminated or expired, * all outstanding options to purchase Safety Components shares shall have been exercised, cancelled or otherwise dealt with on terms satisfactory to Zapata and to the extent required by the Safety Components 2001 Stock Option Plan and all related stock option agreements shall have been amended to the extent necessary to facilitate such actions, and * other than Zapata's approval, all actions for the short-form merger to be accomplished upon the approval of only the "continuing directors" provided for in the first sentence of Section 2 of Article Seventh of Safety Components' Amended and Restated Certificate of Incorporation, as amended, shall have been taken. Under the circumstances, we assume that the Safety Components Board of Directors will establish a special committee of disinterested outside directors to address our proposal. We anticipate that upon reaching agreement, the parties will execute a definitive agreement and the tender/exchange offer will be commenced by Zapata (or it's newly formed, wholly-owned subsidiary) in accordance with applicable laws. Before executing the definitive agreement, we will want to conduct a routine due diligence review of Safety Components. As indicated above, our proposal is a preliminary, non-binding indication of interest and does not constitute a binding agreement or offer to enter into a binding agreement. Accordingly, no contract or agreement providing for any transaction involving Safety Components and Zapata shall be deemed to exist unless and until a final definitive agreement has been executed and delivered. Our offer, if and when made, would involve required filings with the Securities and Exchange Commission and the mailing of appropriate materials to the public stockholders of Safety Components. Safety Component's stockholders should read the tender/exchange offer statement on Schedule TO to be filed by Zapata, which such stockholders will be able to obtain free of charge from the Securities and Exchange Commission's website at http://www.sec.gov or from Zapata at the above address. Please be advised that we intend to disclose this revised proposal in an Amendment to our Schedule 13D relating to shares of Safety Components common stock. We also intend to file this letter under cover of Schedule TO as a preliminary communication in accordance with Rule 14d-2(b) under the Securities Exchange Act of 1934, as amended. We look forward to working with you on this transaction. Please contact us as soon as possible to make arrangements for proceeding with the negotiation of the proposed transaction. Very truly yours, ZAPATA CORPORATION By:/s/ Avram Glazer --------------------------------------------------- Avram Glazer, Chief Executive Officer and President