1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 8, 1996
ZAPATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-4219 C-74-1339132
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1717 ST. JAMES PLACE
SUITE 550
HOUSTON, TEXAS 77056
(Address of principal executive offices)
(713) 940-6100
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
2
ITEM 5. OTHER EVENTS
W. George Loar, a director of the Company, died on September 8, 1996.
On September 24, 1996, the Delaware Court of Chancery issued an
opinion, in connection with a lawsuit brought by a stockholder,
holding that Zapata's proposed acquisition of Houlihan's Restaurant
Group, Inc. is subject to a supermajority voting requirement in
Zapata's certificate of incorporation. The supermajority provision
would require approval of 80% of Zapata's outstanding voting stock.
ITEM 7. EXHIBITS
(c) EXHIBITS.
Exhibit 99 - Zapata Corporation Press Release dated September
25, 1996.
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ZAPATA CORPORATION
By: /s/ JOSEPH L. von ROSENBURG III
-----------------------------------
Joseph L. von Rosenberg III
Executive Vice President, General Counsel
and Corporate Secretary
Date: September 26, 1996
3
4
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99 Zapata Corporation Press Release dated September 25, 1996.
4
1
EXHIBIT 99
STERN & CO.
MEDIA COMMUNICATIONS - INVESTOR RELATIONS
212 Park Avenue South, New York, NY 10003
Tel: (212) 777-7722 Fax: (212) 777-9025
World Wide Web: http://stemco.com/sternco.html
CONTACTS:
JOSEPH L. von ROSENBERG III RICHARD STERN
ZAPATA CORP. STERN & CO.
(713) 940-6100 (212) 777-7722
FOR IMMEDIATE RELEASE
ZAPATA TO CONSIDER ALTERNATIVES IN RESPONSE TO COURT OPINION
HOUSTON--SEPTEMBER 25, 1996--Zapata Corporation (NYSE:ZAP) announced today that
the Delaware Court of Chancery has issued an opinion, in connection with a
lawsuit brought by a stockholder, holding that Zapata's proposed acquisition of
Houlihan's Restaurant Group, Inc. is subject to a supermajority voting
requirement in Zapata's certificate of incorporation. The supermajority
provision would require approval of 80 percent of Zapata's outstanding voting
stock.
Joseph L. von Rosenberg III, Executive Vice President of Zapata, said that
Zapata would consider its alternatives after having an opportunity to study the
court's opinion.
###