SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Zapata Corporation*
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
989070602
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(CUSIP Number)
Philip Falcone
555 Madison Avenue
16th Floor
New York, New York 10022
(212) 521-6988
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 2009
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(Date of Event which Requires Filing of This Statement)
* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. AND/OR GLOBAL OPPORTUNITIES
BREAKAWAY LTD. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE
INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR ALL OF THE
FUNDS.
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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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
disclosures provided in a prior cover page.
The information required on 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 ("ACT") 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).
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global Opportunities Breakaway Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global Opportunities Breakaway Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global Opportunities Breakaway Management GP, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,312,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,312,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,625,308
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,625,308
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,625,308
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989070602
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,937,962
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,937,962
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,937,962
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989070602
---------------------
Item 1. Security and Issuer.
ITEM 1 OF SCHEDULE 13D IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
This Amendment No. 1 amends the initial statement on Schedule 13D, filed with
the Securities and Exchange Commission (the "SEC") on June 19, 2009 (the
Schedule 13D as amended is herein referred to as the "Schedule 13D").
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JUNE 19, 2009.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 3,312,654
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 3,312,654 Shares.
As of the date hereof the Breakaway Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Breakaway Management may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Breakaway Management GP may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
6,625,308 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
9,937,962 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON JUNE 19, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
On July 9, 2009, the Issuer held its 2009 Annual Meeting of Stockholders. At the
Annual Meeting, the Issuer's stockholders reelected Avram A. Glazer and elected
Philip A. Falcone and Corrine J. Glass as Class II directors of the Issuer's
Board of Directors. Following the Annual Meeting, the transactions contemplated
under Share Purchase Agreement were completed (the "Closing") and the Funds
purchased the Shares from the Sellers and 757,907 shares of common stock of
Zap.Com Corporation from Family LP and Avram Glazer. In addition, as
contemplated under the Share Purchase Agreement, on July 9, 2009, the Funds
purchased an additional 49,278 Shares from certain other members of the Glazer
family. The Funds have offered to purchase an additional 12,099 Shares from
another member of the Glazer family.
Additionally, as required by the terms of the Share Purchase Agreement,
following the Annual Meeting, directors Avram Glazer, Bryan Glazer, Darcie
Glazer and Edward Glazer resigned from the Issuer's Board of Directors. Avram
Glazer also resigned as the Issuer's Chairman, President and Chief Executive
Officer. Additionally, the remaining directors appointed Lawrence M. Clark, Jr.
and Peter A. Jenson to fill two of the vacancies on the Issuer's Board of
Directors created by such resignations and elected Mr. Falcone to fill the
positions of Chairman of the Board and President and Chief Executive Officer and
Mr. Jenson as Secretary of the Issuer. Each of Messrs. Falcone, Clark and Jenson
and Ms. Glass are employees of Harbinger LLC.
Concurrently with the Closing, Edward S. Glazer and Bryan G. Glazer resigned
from each position held by such person with Zap.com and Avram Glazer, Zap.com"s
sole director, increased the authorized number of directors of Zap.com to 4
members and appointed Philip A. Falcone, Corrine J. Glass and Lawrence M. Clark,
Jr. to fill three vacancies on Zap.com's Board of Directors resulting from the
increase in the authorized number of directors. Following the appointment of the
new directors, Avram Glazer resigned from Zap.com's Board of Directors and as
Zap.com's Chairman, President and Chief Executive Officer. The remaining
directors then appointed Mr. Falcone to fill the positions of Chairman of the
Board and President and Chief Executive Officer and Peter A. Jenson as Secretary
of Zap.com.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,312,654 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 3,312,654 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,312,654 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based upon
19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 3,312,654 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
The Breakaway Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,312,654 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Breakaway Management may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Breakaway Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,312,654 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Breakaway Management GP may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Breakaway Management GP has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 3,312,654 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 6,625,308 Shares, constituting 34.4% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 6,625,308 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,625,308 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 9,937,962 Shares, constituting 51.6% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 9,937,962 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 9,937,962 Shares.
- --------------------------------------------------------------------------------
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares that were effected by the Reporting Persons
in the past sixty days are set forth in Exhibit B hereto.
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON JUNE 19, 2009 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
Family LP and the Funds are parties to a letter agreement with Jefferies High
Yield Trading, LLC ("Jefferies"), pursuant to which each of Family LP, on the
one hand, and the Funds, on the other hand, paid Jefferies a finder's fee in the
amount of $500,000. The foregoing summary of the terms of the letter agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the letter agreement, which was attached as Exhibit D to
the Schedule 13D filed with the SEC on June 19, 2009, and is incorporated herein
by reference.
In addition, see Item 4.
- --------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Ltd.
By: Global Opportunities Breakaway Management, L.P.
By: Global Opportunities Breakaway Management GP, L.L.C., General Partner
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Management, L.P.
By: Global Opportunities Breakaway Management GP, L.L.C., General Partner
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Management GP, L.L.C.
By: /s/ Philip Falcone
- --------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
- --------------------------------
/s/ Philip Falcone
- --------------------------------
Philip Falcone
July 13, 2009
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 1, dated July
13, 2009 relating to the Common Stock, $0.01 par value of Zapata Corporation
shall be filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Ltd.
By: Global Opportunities Breakaway Management, L.P.
By: Global Opportunities Breakaway Management GP, L.L.C., General Partner
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Management, L.P.
By: Global Opportunities Breakaway Management GP, L.L.C., General Partner
By: /s/ Philip Falcone
- --------------------------------
Global Opportunities Breakaway Management GP, L.L.C.
By: /s/ Philip Falcone
- --------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
- --------------------------------
/s/ Philip Falcone
- --------------------------------
Philip Falcone
July 13, 2009
Exhibit B
Transactions in the Common Stock, $0.01 par value
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TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchased/(Sold)
6/17/09 3,296,228 $7.50
7/9/09 16,426 $7.50
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchased/(Sold)
6/17/09 3,296,228 $7.50
7/9/09 16,426 $7.50
TRANSACTIONS BY GLOBAL OPPORTUNITIES BREAKAWAY LTD.
Date of Number of Shares Price per Share
Transaction Purchased/(Sold)
6/17/09 3,296,228 $7.50
7/9/09 16,426 $7.50
SK 26666 0002 1011201