-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OcB4MpXJamwECYCfyultIkPjFqKRx+vXuQvBT17J2eAHp63SX7rRxtxGDW20tzMZ 6pQimKNfWLQ5YSU5C7MxTQ== 0000899243-94-000176.txt : 19940613 0000899243-94-000176.hdr.sgml : 19940613 ACCESSION NUMBER: 0000899243-94-000176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZAPATA CORP CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: 2040 IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07499 FILM NUMBER: 94533790 BUSINESS ADDRESS: STREET 1: ONE RIVERWAY STREET 2: P.O. BOX 4240 CITY: HOUSTON STATE: TX ZIP: 77210-4240 BUSINESS PHONE: 7139406114 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: P.O. BOX 4240 CITY: HOUSTON STATE: TX ZIP: 77210-4240 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLT PETER M CENTRAL INDEX KEY: 0000915210 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HOLT AVE AT SOUTH W W WHITE RD CITY: SAN ANTONIO STATE: TX ZIP: 78222 MAIL ADDRESS: STREET 1: 112 E PECAN STREET 2: SUITE 900 CITY: SAN ANTONIO STATE: TX ZIP: 78205 SC 13D/A 1 SC 13D/A DOCUMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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) Claiborne B. Gregory, Jr., 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) May 16, 1994 (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 - ----------------------- --------------------- CUSIP NO. 989070R17 13D PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter M. Holt S.S. No. ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 7,572,146* *Not adjusted for 1:5 reverse NUMBER OF stock split approved by Zapata shareholders on April 27, 1994 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 4,602,875* OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 7,572,146* REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,602,875* - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 13,175,021* - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13 8.3 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 7 Pages Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.25 per share (the "Common Stock"), of Zapata Corporation ("Zapata"), a Delaware corporation whose principal offices are located at 1 Riverway, 777 S. Post Oak Lane, Suite 2200, Houston, Texas 77056. With respect to the disclosures herein, no adjustment has been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of Shareholders held on April 27, 1994. Item 2. Identity and Background. This statement is being filed by Peter M. Holt ("Mr. Holt") whose business address is S.W.W. White at Holt Avenue, San Antonio, Texas 78222. Mr. Holt has been a director of Zapata since November 1993. Since July 1984 Mr. Holt has served as the chief executive officer of Energy Industries Inc., which was acquired by Zapata in November 1993. Mr. Holt is also the chief executive officer of certain other companies, including Caterpillar equipment dealership and companies engaged in used machinery sales, aircraft sales and real estate investments, positions he has held with each such entity for more than the past five years. In addition, Mr. Holt is a director of Billy Blues Food Corporation, an advisory director of Texas Commerce Bank-San Antonio and chairman of the board of DUECO, an international used equipment cooperative. During the past five years, Mr. Holt has not been a party to a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Mr. Holt is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On November 9, 1993, pursuant to a Merger, Purchase and Sale Agreement Zapata purchased the natural gas compression business of Energy for an aggregate of $67,227,631.00 in cash and 13,500,000 shares of Common Stock. Mr. Holt received, among other remuneration, the shares of Common Stock detailed in Item 5. This transaction was described in Zapata's Registration Statement on Form S-1, Registration No. 33-68034, declared effective on November 9, 1993. All documents applicable to such transaction were filed as part of that Registration Statement. The source of funds for the post-Merger, Purchase and Sale Agreement transactions involving Mr. Holt was his personal funds, substantially all of which were received pursuant to the Merger, Page 3 of 7 Pages Purchase and Sale Agreement. The source of funds for the post-Merger, Purchase and Sales Agreement transactions involving Benjamin D. Holt, Jr. was his personal funds, substantially all of which were received pursuant to the Merger, Purchase and Sale Agreement. Item 4. Purpose of Transaction. As previously reported, Mr. Holt acquired the Common Stock pursuant to the Merger, Purchase and Sale Agreement for investment purposes. All shares of Common Stock acquired after November 9, 1993 also have been acquired for investment purposes. Mr. Holt may, from time to time, acquire additional securities of Zapata through open market or privately negotiated transactions depending on existing market conditions and other conditions which he may deem relevant. Mr. Holt will review his investment in Zapata on a continuing basis and, depending upon the price and availability of such securities, subsequent developments affecting Zapata, Zapata's business and prospects, other investment and business opportunities available to Mr. Holt, general stock market and economic conditions, tax considerations and other factors deemed relevant, he may decide to increase or decrease the size of his investment in Zapata. Other than as stated, Mr. Holt has no present plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Mr. Holt beneficially owns 13,175,021 shares of the Common Stock, which (based on 158,302,958 shares of Common Stock outstanding on March 23, 1994) represents 8.3% of the outstanding shares in that class of securities. The nature of these holdings is as follows:
SHARES ACQUIRED NOVEMBER 9, 1993 NAME OF PURSUANT TO THE SHARES ACQUIRED PERSON MERGER, PURCHASE POST-NOVEMBER 9, TOTAL OR ENTITY AND SALE AGREEMENT 1993 SHARES(1) - --------- ------------------ ---------------- --------- Peter H. Holt, 4,809,843 300,000(2) 5,109,843 individually Peter Holt 140,164 0 140,164 H-R Trust S Stock GST 1,102,389 0 1,102,389 Trust for Peter H. Holt
Page 4 of 7 Pages Holt Corporate 1,037,910 0 1,037,910 Stock Marital Trust--1985 Holt Corporate 1,004,429 0 1,004,429 Stock Life Trust-- 1985 Peter H. Holt 0 579,800(3) 579,800 Grantor Trust Benjamin D. Holt, Jr.-- 3,200,486 1,000,000(4) 4,200,486 by Oral Proxy ---------- 13,175,021
- -------- (1) No adjustment has been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of Shareholders held on April 27, 1994. (2) Acquired by private purchase from the S Stock GST Trust for Ann Holt on May 1, 1994 at a price of $1.25 per share. The indicated shares are held in a joint account in the name of Peter M. Holt and his spouse. (3) Acquired in open market purchases in December 1993-January 1994. (4) Acquired by private purchase 800,000 shares from the S Stock GST Trust for Benjamin D. Holt III on May 16, 1994, and 200,000 shares from the S Stock GST Trust for Ann Holt on May 16, 1994 at a price of $1.25 per share. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Shares of Common Stock acquired by Mr. Holt pursuant to the Merger, Purchase and Sale Agreement were included in Zapata's Registration Statement on Form S-1, Registration No. 33-68034, declared effective November 9, 1993, and pursuant thereto such Common Stock may be offered for sale by Mr. Holt from time to time. Mr. Holt and certain of the selling shareholders under the Merger, Purchase and Sale Agreement have entered into a Continuity of Interest Agreement pursuant to which they will agree, for tax purposes, that they will effect only limited sales of the Common Stock for a period of one year from the date of such Agreement. Page 5 of 7 Pages At present, there is an oral understanding between Mr. Holt and Benjamin D. Holt, Jr., Mr. Holt's father, to the effect that Mr. Holt will have a proxy from Mr. Holt, Jr. for purposes of voting shares of the Common Stock owned by him. Other than the contracts, agreements and transactions described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to any securities of Zapata which involve Mr. Holt. Item 7. Material to be Filed as Exhibits. 1. Continuity of Interest Agreement executed effective November 9, 1993, among Peter M. Holt, Jr., Benjamin D. Holt, Jr. et al. Page 6 of 7 Pages 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: June 8, 1994 Page 7 of 7 Pages EX-1 2 EXHIBIT 1 CONTINUITY OF INTEREST AGREEMENT The undersigned shareholder(s) ("Controlling Shareholders") of Industries, Inc., a corporation ("EI"), hereby enter into this Agreement for the purposes hereinafter set forth. Witnesseth: WHEREAS, Zapata Corporation, a Delaware corporation ("Parent"), Zapata Energy Industries, Inc., a Delaware corporation ("Sub"), Controlling Shareholders and EI, among others, have entered into a Merger, Purchase and Sale Agreement dated as of August 5, 1993, as amended November 4, 1993 (as so amended the "Merger, Purchase and Sale Agreement"); WHEREAS, pursuant to the Merger, Purchase and Sale Agreement and in accordance with the applicable provisions of the statutes of the States of Texas and Delaware, EI will merge (the "Merger") with and into Sub and, pursuant to the Merger, (a) all shares of common stock of EI ("EI Common Stock") owned by EI or held in the treasury of EI, shall be canceled and shall cease to exist from and after the Effective Time (as the term "Effective Time" is defined in Section 2.6(c) of the Merger, Purchase and Sale Agreement); and (b) each remaining issued and outstanding share of EI Common Stock shall be converted into, and become exchangeable for the number of shares of validly issued, fully paid and nonassessable common stock, without par value, of Parent ("Parent Common Stock") equal to the ratio set forth in Section 2.6(f)(ii)(a) of the Merger, Purchase and Sale Agreement, and for cash equal to the ratio set forth in Section 2.6(f)(ii)(b) of the Merger, Purchase and Sale Agreement; WHEREAS, the Parent, Sub, the Controlling Shareholders and EI are willing to consummate the Merger only if such transaction will qualify as a tax free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"); NOW, THEREFORE, the controlling shareholders agree as follows: 1. Each of the Controlling Shareholders represents and warrants that he has, and as of the Effective Time will have, no present plan, intention or arrangement to sell, transfer or otherwise dispose of a number of shares of Parent Common Stock to be received in the Merger that would reduce former EI shareholders' ownership of Parent Common Stock to a number of shares having a value, as of the date of the Merger, of less than 50 percent of the value of all of the issued and outstanding capital stock of EI immediately prior to the Effective Time. For purposes of this Agreement, shares of EI stock exchanged for cash or other property, surrendered by dissenters, or exchanged for cash in lieu of fractional shares of Parent Common Stock will be treated as outstanding EI stock on the date of the Merger. Moreover, shares of EI stock and shares of Parent Common Stock held by EI shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the Effective Time of the Merger will be so considered for purposes of this Agreement. 2. The Controlling Shareholders represent that as of the date hereof each owns shares of EI Common Stock in the amounts set forth on Exhibit "A" hereto. 3. Each of the Controlling Shareholders agree that prior to the Effective Time of the Merger, he will not sell, transfer or otherwise dispose of any EI Common Stock. 4. Subject to the terms of the Escrow Agreement, dated November 9, 1993, between Parent, the Controlling Shareholders and Texas Commerce Bank--Houston, each of the Controlling Shareholders agree that, for a period of one year after the Effective Time of the Merger (the "Post-Merger Continuity Period") and except for such a transaction by and among the Controlling Shareholders only, he will not sell, transfer or otherwise dispose of an aggregate number of shares of Parent Common Stock having a value, as of the date of the Merger, of more than 50 percent of the value of all of the issued and outstanding capital stock of EI immediately prior to the Effective Time. For purposes of this Agreement, shares of EI stock exchanged for cash or other property, surrendered by dissenters, or exchanged for cash in lieu of fractional shares of Parent Common Stock will be treated as outstanding EI stock on the date of the transaction. Moreover, shares of EI stock and shares of Parent Common Stock held by EI shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the Effective Time of the Merger will be considered for purposes of this Agreement. Nothing in this Agreement shall prohibit either of the Controlling Shareholders from pledging any or all of the Parent Common Stock received by him pursuant to the Merger, Purchase and Sale Agreement as collateral to secure bona fide indebtedness of such Controlling Shareholder to a financial institution, provided that such institution agrees to be subject to restrictions on the sale, transfer or disposal of any such stock which are similar to those set forth herein, provided, however, that no such restrictions shall apply to the institution's ability to seize and dispose of the collateral in the event of default. 5. This Agreement shall be binding upon and shall be enforceable against the successors of the Controlling Shareholders. -2- 6. This Agreement shall not be modified, amended, altered or supplemented except by a written agreement executed by all of the parties hereto. In the event of a termination of the Merger, Purchase and Sale Agreement pursuant to the terms of Article VII thereof, or in the event that the Merger is otherwise not consummated on or before December 1, 1993, this Agreement shall also terminate. 7. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Continuity of Interest Agreement to be duly executed this 18th day of November, 1993 to be effective for all purposes as of November 9, 1993. ----------------------------------- Peter M. Holt ----------------------------------- Benjamin D. Holt, Jr. PETER HOLT H-R TRUST By: _______________________________ Peter M. Holt Trustee S STOCK GST TRUST FOR PETER M. HOLT By: _______________________________ Peter M. Holt Trustee By: _______________________________ Benjamin D. Holt, Jr. Trustee -3- HOLT CORPORATE STOCK LIFE TRUST--1985 By: _______________________________ Peter M. Holt Trustee HOLT CORPORATE STOCK MARITAL TRUST--1985 By: _______________________________ Peter M. Holt Trustee -4- Exhibit "A" ALLOCATION OF ZAPATA SHARES Energy Industries Shareholders
NUMBER OF SHARES ---------------- Peter Holt 4,809,844 Peter Holt H-R Trust 140,164 S Stock GST Trust for Peter M. Holt 1,102,389 Benjamin D. Holt, Jr. 3,200,486 Holt Corporate Stock Life Trust--1985 1,004,429 Holt Corporate Stock Marital Trust--1985 1,037,910 S Stock GST Trust for Benjamin D. Holt III 1,102,389 S Stock GST Trust for Anne Holt 1,102,389 ---------- 13,500,000
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