-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WN/0jkSktyYSLnQyO8gX6Tk3KqJbOwnX1xNviFEQD7Rne5D+rtNBcVMk1ZuQUINu jFXAEbO8AvtRqEG+gP0mHQ== 0000899243-96-000420.txt : 19960506 0000899243-96-000420.hdr.sgml : 19960506 ACCESSION NUMBER: 0000899243-96-000420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960503 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZAPATA CORP CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [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: 96556316 BUSINESS ADDRESS: STREET 1: 1717 ST. JAMES PLACE, SUITE 550 STREET 2: P.O. BOX 4240 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139406100 MAIL ADDRESS: STREET 1: 1717 ST JAMES PLACE STREET 2: P.O. BOX 4240 SUITE 550 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: UNKNOWN SIC - 0000 [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 ZAPATA CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 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) BRAD S. AKIN, 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) APRIL 11, 1996 (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 0F 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 * (a) [___] 2 (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 *Adjusted for 1:5 reverse stock split approved NUMBER OF 7 189,980* by ZAPATA shareholders on April 27, 1994 SHARES __________________________________________________________________ BENEFICIALLY SHARED VOTING POWER OWNED BY 8 43,088* EACH __________________________________________________________________ REPORTING SOLE DISPOSITIVE POWER PERSON 9 189,980* WITH _________________________________________________________________ SHARED DISPOSITIVE POWER 10 43,088* _______________________________________________________________________________ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 233,068* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__] ____ __________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.79 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON 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, 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 was a Director of Zapata from November, 1993 until his resignation in November, 1995. Mr. Holt is also the chief executive officer and a director of certain other companies, including Caterpillar equipment dealerships 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 advisory director of Texas Commerce Bank, San Antonio. 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. Not applicable. Item 4. Purpose of Transaction. 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 reevaluate his investment in Zapata. Page 3 of 7 Pages Item 5. Interest in Securities of the Issuer. (a) and (b) Mr. Holt beneficially owns 233,068 shares of the Common Stock, which (based on 29,548,407 shares of Common Stock outstanding on December 15, 1995) represents 0.79% of the outstanding shares in that class of securities. The nature of these holdings is as follows:
NAME OF PERSON VOTING DISPOSITIVE OR ENTITY TOTAL SHARES POWER POWER - --------- ------------ ------ ----------- Peter H.Holt, 149,821 Sole Sole individually Peter Holt 28,033 Sole Sole H-R Trust S Stock GST 6,540 Shared(1) Shared(1) Trust for Peter H. Holt Holt Corporate 6,163 Sole Sole Stock Marital Trust-1985 Holt Corporate 5,963 Sole Sole Stock Life Trust - 1985 Benjamin D. Holt, Jr. 36,548 Shared(1) Shared(1) by Oral Proxy ------------ 233,068
(1) Benjamin D. Holt, Jr. is a co-trustee of the S Stock GST Trust for Peter M. Holt and has granted an oral proxy to Peter M. Holt for the voting of shares owned in his individual capacity. Benjamin D. Holt, Jr.'s business address is S. W.W. White, Holt Avenue, San Antonio, Texas 78222. He is a private investor and is director of several companies, including Caterpillar equipment dealerships 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. During the past five years, Benjamin D. Holt, Jr. 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 Page 4 of 7 Pages mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Benjamin D. Holt, Jr. is a citizen of the United States of America. (c) (1) On December 29, 1994, Peter M. Holt made an aggregate gift of 9,392 shares to two trusts for the benefit of his children. On the same date, the Peter M. Holt Grantor Trust made an aggregate gift of 2,460 shares to the same trusts. Mr. Holt's wife is the sole trustee of each of such trusts. (2) Between March 26, 1996 and March 29, 1996, Benjamin D. Holt, Jr. sold an aggregate of 144,000 shares on the open market. The dates, numbers of shares sold and price per share for such transactions is as follows:
Date Shares Sold Price - ---- ----------- -------- March 26, 1996 25,500 $ 3.220 March 27, 1996 8,500 $ 3.095 March 28, 1996 40,500 $ 3.220 39,500 $ 3.095 March 29, 1996 30,000 $ 3.220 ------- Total 144,000
(3) Between April 1, 1996 and April 8, 1996, the Peter M. Holt Grantor Trust sold an aggregate of 113,500 shares on the open market. The dates, numbers of shares sold and price per share for such transactions is as follows:
Date Shares Sold Price - ---- ----------- ------ April 1, 1996 50,000 $3.220 April 2, 1996 15,000 $3.095 April 3, 1996 30,500 $3.220 April 4, 1996 14,000 $3.095 April 8, 1996 4,000 $3.220 ------- Total 113,500
(4) On April 11, 1996, Peter M. Holt, Benjamin D. Holt, Jr., the S Stock GST Trust for Peter M. Holt, the Holt Corporate Stock Life Trust - 1985, and the Holt Corporate Stock Marital Trust - 1985 sold an aggregate of 2,132,585 shares in a negotiated transaction. The name of the seller, number of shares sold and price per share for such transaction is as follows:
Seller Shares Sold Price - ------ ----------- ----- Peter M. Holt 862,756 $3.44 S Stock Trust for Peter M. Holt 213,938 $3.44 Holt Corporate Stock Life Trust - 1985 194,923 $3.44 Holt Corporate Stock Marital Trust - 1985 201,419 $3.44 Benjamin D. Holt, Jr. 659,549 $3.44 --------- Total 2,132,585 $3.44
Page 5 of 7 Pages 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, dated November 9, 1993, 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. 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 include Mr. Holt. Item No. 7. Exhibits. None. 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: May 2, 1996 Page 7 of 7 Pages
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