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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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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.
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                                   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.


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