8-K

 
                      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:  APRIL 27, 1994

                              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. Employee
     of incorporation)                                  Identification No.)

           P.O. BOX 4240
           HOUSTON, TEXAS                                    77210-4240
(Address of principal executive offices)                     (Zip Code)

                                (713) 940-6100
             (Registrant's telephone number, including area code)

                                NOT APPLICABLE
         (Former name or former address, if changed since last report)

 
ITEM 5.  OTHER EVENTS

          (a) On April 27, 1994 at the Zapata Corporation (the "Company") 1994
          Annual Meeting of Stockholders, the 1-for-5 reverse stock split (the
          "Reverse Stock Split") of the Company's outstanding Common Stock (the
          "Common Stock") was approved by the stockholders of the Company. This
          Reverse Stock Split became effective at 5:00 (E.D.T.) on May 2, 1994
          and reduced the number of outstanding shares of the Company's Common
          Stock from approximately 158,300,000 to approximately 31,700,000.

          The number of authorized shares shall remain at 165,000,000 and the
          par value of the Common Stock will remain at $0.25 per share. The
          total number of outstanding shares of Common Stock held by each
          stockholder will be converted into a right to receive an amount of
          whole shares of Common Stock after the Reverse Stock Split equal to
          the number of shares owned immediately prior to the Reverse Stock
          Split divided by five. In lieu of any fractional share interests, each
          holder of Common Stock who would otherwise be entitled to receive a
          fractional share of Common Stock after the Reverse Stock Split will be
          paid cash upon the surrender of the certificate or certificates
          representing Common Stock held by such holder in an amount equal to
          the product of such fraction multiplied by the closing price of the
          Common Stock on the New York Stock Exchange on the first trading date
          after the effective date of the Reverse Stock Split.

          In connection with the Reverse Stock Split, the Company filed its
          Certificate of Amendment to the Restated Certificate of Incorporation
          on May 2, 1994 with the Secretary of State of the State of Delaware
          (the "Secretary of State") making the Reverse Stock Split effective.
          On May 3, 1994, the Company filed with the Secretary of State a
          Certificate of Retirement and a Certificate of Elimination to retire
          and eliminate those series of the Company's capital stock which are no
          longer outstanding. Also on May 3, 1994, the Company filed its
          Restated Certificate of Incorporation with the Secretary of State,
          which is filed as Exhibit 3(a) hereto and incorporated herein by
          reference.

          (b) The information set forth in the press release issued by Zapata
          Corporation on April 27, 1994 and filed as Exhibit 99(a) hereto is
          incorporated herein by reference.

 
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits

          Exhibit 3(a) - Restated Certificate of Incorporation filed May 3,
1994.

          Exhibit 99(a) - Press release of Zapata Corporation issued on April
27, 1994.

                                       2

 
                                  SIGNATURES

     Purusant 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
                                       (Registrant)


Date:  May 12, 1994                 By: /s/  Thomas H. Bowersox
                                       ------------------------------------
                                       Thomas H. Bowersox
                                       Executive Vice President

                                       3

EX-3.A

 
                                                                    EXHIBIT 3(A)

                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                              ZAPATA CORPORATION

          FIRST:  The name of the corporation is Zapata Corporation.

          SECOND:  Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle, and the name of its registered agent at such address is The
Corporation Trust Company.

          THIRD:  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

          FOURTH:  The total number of shares of all classes of stock which the
corporation shall have authority to issue is 185,000,000 shares, divided into
2,000,000 shares of Preferred Stock, without par value ("Preferred Stock"),
18,000,000 shares of Preference Stock, $1 par value ("Preference Stock"), and
165,000,000 shares of Common Stock, 25c par value ("Common Stock"). Shares of
such stock may be issued for such consideration and for such corporate purposes
as the board of directors may from time to time determine.

          The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or restrictions, of
the classes of stock of the corporation.


                              I.  PREFERRED STOCK

          1. ISSUANCE IN SERIES. The Preferred Stock may be issued in one or
more series, consisting of such series as may be established and designated from
time to time by the board of directors as hereinafter provided. The board of
directors is hereby vested with authority to establish and designate any
unissued shares of Preferred Stock as additional shares of an existing series of
such stock or as a new series of such stock and the voting powers, full or
limited, or the absence of voting powers, and the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of the Preferred Stock of any such new series shall
be such as are stated and expressed herein and, to the extent not stated and
expressed herein, shall be such as may be fixed by the board of directors and
stated and expressed in a resolution or resolutions adopted by the board of
directors providing for the issuance of Preferred Stock of such series. Such
resolution or resolutions shall (a) specify the series to which such Preferred
Stock shall belong; (b) specify the annual rate of dividends payable on shares
of such series; (c) fix the amount which the holders of shares of such series
shall be entitled to be paid in the event of any liquidation, dissolution

                                       1

 
or winding up of the corporation; (d) state at what times and under what
conditions the shares of such series shall be redeemable and the amount or
amounts payable thereon in the event of redemption; and may, in a manner not
inconsistent with the provisions of this Article FOURTH, (i) limit the number of
shares of such series which may be issued, (ii) provide for a sinking fund for
the purchase or redemption, or a purchase fund for the purchase of shares of
such series and the terms and provisions governing the operation of any such
fund and the status as to reissuance of shares purchased or otherwise reacquired
or redeemed or retired through the operation thereof, and that so long as the
corporation is in default as to such sinking or purchase fund the corporation
shall not (with such exceptions, if any, as may be provided) pay any dividends
upon or purchase or redeem shares of capital stock ranking junior to the
Preferred Stock with respect to dividends or distribution of assets upon
liquidation (referred to herein as "stock ranking junior to the Preferred
Stock"), (iii) impose conditions or restrictions upon the creation of
indebtedness of the corporation or upon the issue of additional Preferred Stock
or other capital stock ranking on a parity therewith or prior thereto with
respect to dividends or distribution of assets upon liquidation, (iv) impose
conditions or restrictions upon the payment of dividends upon, or the making of
other distributions to, or the acquisition of, stock ranking junior to the
Preferred Stock, (v) grant to the holders of shares of such series the right to
convert such shares into shares of stock ranking junior to the Preferred Stock
and (vi) grant such other special rights to the holders of shares of such series
as the board of directors may determine and as shall not be inconsistent with
the provisions of this Article FOURTH; and (e) specify the voting powers, full
or limited, or the absence of voting powers that the holders of shares of such
series shall have, provided that the holders of the shares of such series shall
not have more than one vote for each such share held.  The term "fixed for such
series" and similar terms as used in this Part I of Article FOURTH shall mean
stated and expressed in this Part I of Article FOURTH or in a resolution or
resolutions adopted by the board of directors providing for the issue of
Preferred Stock of the series referred to therein.

          2. DIVIDENDS. The holders of the Preferred Stock of each series shall
be entitled to receive, when and as declared by the board of directors, out of
any funds legally available therefor, cumulative preferential dividends, in
cash, at the rate per annum fixed for such series, and no more, payable quarter
yearly on the first days of January, April, July and October in each year to
stockholders of record on the date, not exceeding forty (40) days preceding each
such dividend payment date, fixed for the purpose by the board of directors.
Dividends on shares of the Preferred Stock shall accrue from the dividend
payment date immediately preceding the date of issuance (unless the date of
issuance shall be a dividend payment date, in which case they shall occur from
the date), or from such other date or dates as may be fixed in this Article
FOURTH or by the board of directors for any series, and shall be cumulative.
Each share of Preferred Stock shall rank on a parity with each other share of
Preferred Stock, irrespective of series, with respect to preferential dividends
at the respective rates fixed for such series, and no dividends shall be
declared or paid or set apart for payment for the Preferred Stock of any series
unless at the same time a dividend in like proportion to the accrued and unpaid
dividends upon the Preferred Stock of each other series shall be declared or
paid or set apart for payment, as the case may be, on Preferred Stock of each
other series then outstanding.

                                       2

 
          3. DIVIDEND RESTRICTIONS ON JUNIOR STOCK. So long as any shares of
Preferred Stock are outstanding, the corporation shall not pay or declare any
dividends whatsoever, whether in cash, stock or otherwise, or make any
distribution on the Common Stock or any other class of stock ranking junior to
the Preferred Stock in respect of dividends or distribution of assets upon
liquidation, or purchase or retire or otherwise acquire for a consideration any
shares of stock ranking junior to the Preferred Stock in respect of dividends or
assets, unless all dividends on the Preferred Stock of all series for all past
quarter yearly dividend periods shall have been paid or declared and a sum
sufficient for the payment thereof set apart, and the full dividends thereon for
the then current quarter yearly dividend period shall have been paid or
declared.

          4. REDEMPTION. The corporation, at the option of the board of
directors, may redeem the Preferred Stock of any series, at the time or times
and on the terms and conditions fixed for such series, upon notice duly given as
hereinafter provided, by paying therefor in cash the sum fixed for such series,
together, in each case, with an amount equal to accrued and unpaid dividends
thereon. The term "accrued and unpaid dividends" as used herein with respect to
Preferred Stock of any series shall mean dividends on all outstanding shares of
Preferred Stock of such series at the rate fixed for such series, from the date
or dates from which such dividends accrued to the date as of which accrued and
unpaid dividends are being determined, less the aggregate amount of all
dividends theretofore declared and paid or set apart for payment upon such
outstanding Preferred Stock.

          At least thirty (30) and not more than sixty (60) days' previous
notice of any such redemption of Preferred Stock shall be mailed, addressed to
the holders of record of the shares to be redeemed, at their respective
addresses as the same shall appear on the books of the corporation, and such
notice may also be published in a newspaper printed in the English language and
published daily for at least five (5) days per calendar week (other than legal
holidays) and of general circulation in the Borough of Manhattan, the City of
New York, State of New York, and in the City of Houston, State of Texas.

          In case of the redemption of only part of the Preferred Stock of any
series at the time outstanding, at the option of the board of directors such
redemption shall be made pro rata or the shares of such series to be redeemed
shall be chosen by lot in such manner as may be prescribed by the board of
directors.

          If such notice of redemption shall have been duly given by publication
as aforesaid, at least thirty (30) days prior to the redemption date, and if on
or before the redemption date specified in such notice all funds necessary for
such redemption shall have been set aside by the corporation, separate and apart
from its other funds, in trust for the pro rata benefit of the holders of the
shares so called for redemption, so as to be and continue to be available
therefor, then from and after the date of redemption so designated,
notwithstanding that any certificate for shares of Preferred Stock so called for
redemption shall not have been surrendered for cancellation, the shares
represented thereby shall no longer be deemed outstanding, the right to receive
dividends thereon shall cease to accrue, and all rights with respect to such
shares of Preferred Stock so called for redemption shall forthwith on such
redemption date cease and terminate except only the right of the holders thereof
to receive the redemption price of such shares so to be redeemed but without
interest thereon.

                                       3

 
          The corporation may, however, prior to the redemption date specified
in the notice of redemption, deposit in trust for the account of the holders of
the Preferred Stock to be redeemed, with a bank or trust company in good
standing organized under the laws of the United States of America or of the
State of New York, doing business in the Borough of Manhattan, The City of New
York, State of New York, or the City of Houston, State of Texas, and having
capital, surplus, and undivided profits aggregating at least $10,000,000,
designated in such notice of redemption, all funds necessary for such
redemption, together with irrevocable written instructions authorizing such bank
or trust company on behalf and at the expense of the corporation, to cause the
notice of redemption to be duly mailed and the publication of such notice to be
made as herein provided at least thirty (30) days prior to the redemption date,
and to include in said notice of redemption a statement that all funds necessary
for such redemption have been so deposited in trust and are immediately
available, and thereupon, notwithstanding that any certificate for shares of
Preferred Stock so called for redemption shall not have been surrendered for
cancellation, all shares of Preferred Stock with respect to which such deposit
shall have been made shall no longer be deemed to be outstanding, and all rights
with respect to such shares of Preferred Stock shall forthwith, upon such
deposit in trust, cease and terminate, except only the right of the holders
thereof to receive from such bank or trust company at any time after the time of
such deposit, the redemption price of such shares so to be redeemed, and the
right, if any, of the holders thereof to convert such shares into other stock of
the corporation.

          Any moneys so deposited by the corporation and unclaimed at the end of
six (6) months from the date fixed for such redemption shall be repaid to the
corporation upon its request expressed in a resolution of its board of
directors, after which repayment the holders of the shares so called for
redemption shall look only to the corporation for payment thereof.  Any moneys
deposited by the corporation which shall not be required for redemption because
of the exercise of any right of conversion or exchange subsequent to the date of
the deposit and any interest accrued on any moneys so deposited, shall be repaid
to the corporation upon similar request.

          5. LIQUIDATION OR DISSOLUTION. In the event of any liquidation,
dissolution or winding up of the affairs of the corporation, then, before any
distribution or payment shall be made to the holders of Common Stock or any
other class of stock of the corporation ranking junior to the Preferred Stock in
respect of dividends or distribution of assets on liquidation, the holders of
the Preferred Stock of the respective series shall be entitled to be paid in
full the respective amounts fixed for such series, plus in each case a sum equal
to accrued and unpaid dividends thereon to the date of payment thereof. After
such payment shall have been made in full to the holders of the Preferred Stock,
the remaining assets and funds of the corporation shall be distributed among the
holders of the stock of the corporation ranking junior to the Preferred Stock
according to their respective rights, in the event that the assets of the
corporation available for distribution to holders of Preferred Stock shall not
be sufficient to make the payment herein required to be made in full, such
assets shall be distributed to the holders of the respective shares of Preferred
Stock pro rata in proportion to the amounts payable hereunder upon each share
thereof.

                                       4

 
          6. STATUS OF SHARES REDEEMED OR RETIRED. Except as otherwise provided
in this Article FOURTH or in any resolution of the board of directors providing
for the issuance of any particular series of Preferred Stock, Preferred Stock
redeemed or otherwise retired by the corporation shall assume the status of
authorized but unissued Preferred Stock and may thereafter, subject to the
provisions of this Part I and of any restrictions contained in any resolution of
the board of directors providing for the issuance of any particular series of
Preferred Stock, be reissued in the same manner as other authorized but unissued
Preferred Stock.

          7. RESTRICTIONS ON CERTAIN CORPORATE ACTION. So long as any shares of
any series of the Preferred Stock are outstanding (a) the corporation shall not,
without the consent of the holders of at least a majority of the number of
shares of Preferred Stock at the time outstanding, given in person or by proxy,
either in writing or by vote at a special meeting called for the purpose, amend,
alter or repeal any of the provisions of this Article FOURTH (other than
provisions relating exclusively to the shares of Preferred Stock of a particular
series) so as to affect adversely the rights, powers or preferences of the
Preferred Stock, and shall not, without the consent of the holders of at least a
majority of the number of shares of Preferred Stock of such series at the time
outstanding, given in person or by proxy, either in writing or by a vote at a
special meeting called for the purpose, amend, alter or repeal any of the
provisions of this Article FOURTH or of any resolution or resolutions relating
exclusively to the shares of Preferred Stock of such series, so as to affect
adversely the rights, powers or preferences of the Preferred Stock of such
series; (b) the corporation shall not, without the consent of the holders of at
least a majority of the number of shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by vote at a
special meeting called for that purpose, create or authorize any additional
class of stock ranking prior to the Preferred Stock in respect of dividends or
distribution of assets on liquidation or increase the authorized amount of any
additional class of stock ranking prior to the Preferred Stock in respect of
dividends or distribution of assets on liquidation, or create or authorize any
obligation or security convertible into or evidencing the right to purchase
shares of stock of any additional class ranking prior to the Preferred Stock in
respect of dividends or distribution of assets on liquidation; and (c) the
corporation shall not, withhold the consent of the holders of at least a
majority of the number of shares of Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by vote at a special meeting
called for the purpose, create or authorize any class of stock ranking on a
parity with the Preferred Stock in respect of dividends or distributions of
assets on liquidation, or increase the authorized amount of the Preferred Stock
or of any class of stock ranking on a parity with the Preferred Stock in respect
of dividends or distribution of assets on liquidation, or create or authorize
any obligation or security convertible into or evidencing the right to purchase
shares of stock of any class ranking on a parity with the Preferred Stock in
respect of dividends or distribution of assets on liquidation. Any action
specified in this Paragraph 7 as requiring the consent of the holders of at
least a specified proportion of the number of shares of Preferred Stock or of
any particular series thereof at the time outstanding or represented at a
meeting may be taken with such consent and with such additional vote or consent,
if any, of stockholders as may be from time to time required by this Certificate
of Incorporation, as amended from time to time, or by law.

                                       5

 
          8. VOTING RIGHTS. Except as otherwise provided herein or by law, the
Preferred Stock having voting rights, the Preference Stock having voting rights
and the Common Stock shall vote together as one class.

A.  $6.00 CUMULATIVE PREFERRED STOCK

          The Board of Directors has provided for the issue of a series of
Preferred Stock, without par value, designated as $6.00 Cumulative Preferred
Stock (hereinafter, for purposes of this subparagraph A only, the "Preferred
Stock"), consisting of 45,000 shares, which number of shares may be increased or
decreased (but not below the number of shares outstanding) from time to time by
the Board of Directors, and to the extent that the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of the Preferred Stock are not stated and expressed
elsewhere in the Restated Certificate of Incorporation, the Board of Directors
has fixed and stated and expressed such designations, powers, preferences and
relative and other special rights and the qualifications, limitations and
restrictions thereof, as follows:

          (1)  The dividend rate on the Preferred Stock shall be $6.00 per annum
               until October 11, 1977 and $9.00 per annum thereafter; dividends
               on shares of the Preferred Stock shall accrue from November 13,
               1972;

          (2)  The amounts which the holders of the Preferred Stock shall be
               entitled to receive in the event of any voluntary or involuntary
               liquidation, dissolution, or winding-up of the affairs of the
               Company shall be $100, plus accrued and unpaid dividends;

          (3)  The Preferred Stock shall be redeemable in whole or in part at
               any time or from time to time after December 1, 1977 at the
               option of the Board of Directors at a price of $100 per share
               plus accrued and unpaid dividends up to the date of redemption,
               provided however, no more than 22,500 shares of such Preferred
               Stock may be redeemed in any one calendar year, and in the event
               of the redemption of less than all of the outstanding shares, the
               redemption shall be pro rata;

          (4)  Any shares of Preferred Stock which shall have been acquired by
               the Company through redemption or otherwise shall assume the
               status of authorized but unissued Preferred Stock and shall not
               be reissued as shares of the Preferred Stock.

          The issuance of 45,000 shares of $6.00 Cumulative Preferred Stock has
been authorized by the Board of Directors of the Company.

                                       6

 
                             II.  PREFERENCE STOCK

     1. ISSUANCE IN SERIES.  The Preference Stock may be issued in one or more
series, consisting of (i) "$2 Noncumulative Convertible Preference Stock"
(hereinafter referred to as the "$2 Preference Stock") and (ii) such other
series as may be established and designated from time to time by the board of
directors as hereinafter provided.  The powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions of the
$2 Preference Stock are fixed and determined by this Certificate of
Incorporation.  The board of directors is hereby vested with authority to
establish and designate any unissued shares of Preference Stock as additional
shares of any existing series of such stock or as a new series of such stock
and, subject to the prior rights of the holders of any outstanding Preferred
Stock as set forth in Part I of this Article FOURTH or in any resolution of the
board of directors providing for the issuance of any series of Preferred Stock,
the voting powers, full or limited, or the absence of voting powers, and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions of the Preference
Stock of any such new series shall be such as are stated and expressed herein
and, to the extent not stated and expressed herein, shall be such as may be
fixed by the board of directors and stated and expressed in a resolution or
resolutions adopted by the board of directors providing for the issuance of
Preference Stock of such series.  Such resolution or resolutions shall (a)
specify the series to which such Preference Stock shall belong, (b) specify the
annual rate of dividends, if any, payable on shares of such series, (c) fix the
amount, if any, which the holders of shares of such series shall be entitled to
be paid in the event of any liquidation, dissolution or winding up of the
corporation, and (d) state at what times and under what conditions the shares of
such series shall be redeemable and the amount or amounts payable thereon in the
event of redemption; and may, in a manner not inconsistent with the provisions
of this Article FOURTH, (i) limit the number of shares of such series which may
be issued, (ii) provide for a sinking fund for the purchase or redemption, or a
purchase fund for the purchase, of shares of such series and the terms and
provisions governing the operation of any such fund and the status as to
reissuance of shares purchased or otherwise reacquired or redeemed or retired
through the operation thereof, and that so long as the corporation is in default
as to such sinking or purchase fund the corporation shall not (with such
exceptions, if any, as may be provided) pay any dividends upon or purchase or
redeem shares of capital stock ranking junior to the Preference Stock with
respect to dividends or distribution of assets upon liquidation (referred to in
this Part II as "junior stock"), (iii) grant voting rights to the holders of
shares of such series, in addition to and not inconsistent with those granted by
this Part II of Article FOURTH to the holders of Preference Stock, (iv) impose
conditions or restrictions upon the creation of indebtedness of the corporation
or upon the issue of additional Preference Stock or other capital stock ranking
on a parity therewith or prior thereto with respect to dividends or distribution
of assets upon liquidation, (v) impose conditions or restrictions upon the
payment of dividends upon, or the making of other distributions to, or the
acquisition of, junior stock, (vi) grant to the holders of such series the right
to convert such shares into shares of junior stock, and (vii) grant such other
special rights to the holders of shares of such series as the board of directors
may determine and as shall not be inconsistent with the provisions of this
Article FOURTH.  The term fixed for such series and similar terms as used in
this Part II of Article FOURTH shall mean stated and expressed in this Part II
of Article FOURTH or in a resolution or

                                       7

 
resolutions adopted by the board of directors providing for the issue of
Preference Stock of the series referred to therein.

     2. DIVIDENDS.  Subject to the prior rights of the holders of any
outstanding Preferred Stock as set forth in Part I of this Article FOURTH or in
any resolution of the board of directors providing for the issuance of any
series of Preferred Stock, the holders of the Preference Stock of each series
shall be entitled to receive, when and as declared by the board of directors,
out of any funds legally available therefor, dividends at such rates on such
conditions and at such times as shall be stated herein or in the resolution of
the board of directors providing for the issuance of Preference Stock of such
series, payable in preference to or in such relation to the dividends payable on
any other class or classes or of any other series of stock, and cumulative or
noncumulative as shall be so stated and expressed.

     3. REDEMPTION.  Subject to the prior rights of the holders of any
outstanding Preferred Stock as set forth in Part I of this Article FOURTH or in
any resolution of the board of directors providing for the issuance of any
series of Preferred Stock, the corporation, at the option of the board of
directors, may redeem the Preference Stock of any series, at the time or times
and at the price or prices fixed for such series, upon notice duly given as
hereinafter provided.

     At least thirty (30) and not more than sixty (60) days' previous notice of
any such redemption of Preference Stock shall be mailed, addressed to the
holders of record of the shares to be redeemed, at their respective addresses as
the same shall appear on the books of the corporation.

     In case of the redemption of only part of the Preference Stock of any
series at the time outstanding, at the option of the board of directors such
redemption shall be made pro rata or the shares of such series to be redeemed
shall be chosen by lot in such manner as may be prescribed by the board of
directors.

     If such notice of redemption shall have been duly given as aforesaid, at
least thirty (30) days prior to the redemption date, and if on or before the
redemption date specified in such notice all funds necessary for such redemption
shall have been set aside by the corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares so called
for redemption, so as to be and continue to be available therefor, then from and
after the date of redemption so designated, notwithstanding that any certificate
for shares of Preference Stock so called for redemption shall not have been
surrendered for cancellation, the shares represented thereby shall no longer be
deemed outstanding, the right to receive dividends thereon shall cease to
accrue, and all rights with respect to such shares of Preference Stock so called
for redemption shall forthwith on such redemption date cease and terminate
except only the right of the holders thereof to receive the redemption price of
such shares so to be redeemed but without interest thereon.

     The corporation may, however, prior to the redemption date specified in the
notice of redemption, deposit in trust for the account of the holders of the
Preference Stock to be redeemed, with a bank or trust company in good standing
organized under the laws of the United States of

                                       8

 
America or of the State of New York, doing business in the Borough of Manhattan,
the City of New York, State of New York, or the City of Houston, State of Texas,
and having capital, surplus, and undivided profits aggregating at least
$10,000,000, designated in such notice of redemption, all funds necessary for
such redemption, together with irrevocable written instructions authorizing such
bank or trust company, on behalf and at the expense of the corporation, to cause
the notice of redemption to be duly mailed as herein provided at least thirty
(30) days prior to the redemption date, and to include in said notice of
redemption a statement that all funds necessary for such redemption have been so
deposited in trust and are immediately available, and thereupon, notwithstanding
that any certificate for shares of Preference Stock so called for redemption
shall not have been surrendered for cancellation, all shares of Preference Stock
with respect to which such deposit shall have been made shall no longer be
deemed to be outstanding, and all rights with respect to such shares of
Preference Stock shall forthwith, upon such deposit in trust, cease and
terminate, except only the rights of the holders thereof to receive from such
bank or trust company at any time after the time of such deposit, the redemption
price of such shares so to be redeemed and the right, if any, of the holders
thereof to convert such shares into other stock of the corporation.

     Any moneys so deposited by the corporation and unclaimed at the end of six
(6) months from the date fixed for such redemption shall be repaid to the
corporation upon its request expressed in a resolution of its board of
directors, after which repayment the holders of the shares so called for
redemption shall look only to the corporation for payment thereof.  Any moneys
deposited by the corporation which shall not be required for redemption because
of the exercise of any right of conversion or exchange subsequent to the date of
the deposit, and any interest accrued on any moneys so deposited, shall be
repaid to the corporation upon similar request.

     4. LIQUIDATION OR DISSOLUTION.  In the event of any liquidation,
dissolution or winding up of the affairs of the corporation, subject to the
prior rights of the holders of any outstanding Preferred Stock as set forth in
Part I of this Article FOURTH or in any resolution of the board of directors
providing for the issuance of any series of Preferred Stock, the holders of the
Preference Stock of the respective series shall be entitled to such rights as
may be fixed for such series.  After payment shall have been made in full to the
holders of Preferred Stock and Preference Stock having special rights to
payment, the remaining assets and funds of the corporation shall be distributed
among the holders of the junior stock of the corporation according to their
respective rights.  In the event that the assets of the corporation available
for distribution to holders of Preference Stock having special rights to payment
shall not be sufficient to make the payment required to be made in full, such
assets shall be distributed to the holders of the respective shares of
Preference Stock having special rights to payment, pro rata in proportion to the
amounts payable upon each share thereof.

     5. STATUS OF SHARES REDEEMED OR RETIRED.  Except as otherwise provided
herein or in any resolution of the board of directors providing for the issuance
of any particular series of Preference Stock, Preference Stock redeemed or
otherwise retired by the corporation shall assume the status of authorized but
unissued Preference Stock and may thereafter, subject to the provisions of this
Part II and of any restrictions contained in any resolution of the board of
directors providing

                                       9

 
for the issuance of any particular series of Preference Stock, be reissued in
the same manner as other authorized but unissued Preference Stock.

     6. RESTRICTIONS ON CERTAIN CORPORATE ACTION.  So long as any shares of
any series of the Preference Stock are outstanding (a) the corporation shall
not, without the consent of the holders of at least a majority of the number of
shares of Preference Stock at the time outstanding, given in person or by proxy,
either in writing or by vote at a special meeting called for the purpose, amend,
alter or repeal any of the provisions of this Article FOURTH (other than
provisions relating exclusively to the shares of Preference Stock of a
particular series) so as to affect adversely the rights, powers or preferences
of the Preference Stock, and shall not, without the consent of the holders of at
least a majority of the number of shares of Preference Stock of such series at
the time outstanding, given in person or by proxy, either in writing or by a
vote at a special meeting called for the purpose, amend, alter or repeal any of
the provisions of this Article FOURTH or of any resolution or resolutions
relating exclusively to the shares of Preference Stock of such series, so as to
affect adversely the rights, powers or preferences of the Preference Stock of
such series, and (b) the corporation shall not, without the consent of the
holders of at least a majority of the number of shares of Preference Stock at
the time outstanding, given in person or by proxy, either in writing or by a
vote at a special meeting called for that purpose, increase the authorized
amount of Preference Stock or create or authorize any additional class of stock
ranking on a parity with or prior to the Preference Stock in respect of
dividends or distribution of assets on liquidation, or increase the authorized
amount of any additional class of stock ranking on a parity with or prior to the
Preference Stock in respect of dividends or distribution of assets on
liquidation or create or authorize any obligation or security convertible into
or evidencing the right to purchase shares of stock of any additional class
ranking on a parity with or prior to the Preference Stock in respect of
dividends or distribution of assets on liquidation.  Any action specified in
this Paragraph 6 as requiring the consent of the holders of at least a specified
proportion of the number of shares of Preference Stock or of any particular
series thereof at the time outstanding or represented at a meeting may be taken
with such consent and with such additional vote or consent, if any, of
stockholders as may be from time to time required by this Certificate of
Incorporation, as amended from time to time, or by law.

     7. VOTING RIGHTS.  Each holder of Preference Stock of each series shall
have such voting rights as may be fixed for such series, and except as otherwise
provided herein or by law, the Preferred Stock, the Preference Stock having
voting rights and the Common Stock shall vote together as one class.

A.   $2 NONCUMULATIVE CONVERTIBLE PREFERENCE STOCK.

     242,419 shares of the Preference Stock have been designated as $2
Noncumulative Convertible Preference Stock, and the powers, preferences and
relative and other special rights and the qualifications, limitations and
restrictions of the $2 Preference Stock, to the extent not heretofore
established, shall be as follows:

                                       10

 
          1. Dividends.  The holders of the $2 Preference Stock shall be
     entitled to receive, when, as and if declared by the board of directors and
     out of the assets of the corporation which are by law available for the
     payment of the dividends, noncumulative cash dividends payable quarterly on
     the first days of January, April, July and October in each year to holders
     of record on a record date, fixed by the board of directors, not more than
     40 days preceding the dividend payment date, at the annual rate of $2 per
     share, and no more.  Dividends on any shares of $2 Preference Stock issued
     prior to April 1, 1969 shall accrue from that date; dividends on shares of
     $2 Preference Stock issued after April 1, 1969 shall accrue from the
     dividend payment date next preceding the date of issue.  So long as any $2
     Preference Stock shall remain outstanding, no dividend whatsoever shall be
     declared or paid upon or set apart for any class of stock or series thereof
     ranking junior to the $2 Preference Stock in the payment of dividends nor
     shall any shares of any class of stock or series thereof ranking junior to
     the $2 Preference Stock in payment of dividends be redeemed or purchased by
     the corporation or any subsidiary thereof nor shall any moneys be paid to
     or made available for a sinking fund for the redemption or purchase of any
     shares of any class of stock or series thereof ranking junior to the $2
     Preference Stock in payment of dividends, unless in each instance dividends
     on all outstanding shares of $2 Preference Stock for the then current
     quarterly dividend period shall have been paid, or declared and sufficient
     funds set aside for the payment thereof.

          No dividend shall be declared on any share or shares of any other
     series of Preference Stock or of any other class of stock or series thereof
     ranking on a parity with the $2 Preference Stock in respect of payment of
     dividends unless there shall have been declared on all shares then
     outstanding of the $2 Preference Stock, for the same dividend period, or
     for the dividend period of the $2 Preference Stock terminating within the
     dividend period of said parity stock, like proportionate dividends,
     ratably, in proportion to the $2 Preference Stock and said parity stock.
     No shares of any other series of Preference Stock or of any such other
     class or series ranking on a parity with the $2 Preference Stock in respect
     of payment of dividends shall be redeemed or purchased by the corporation
     or any subsidiary thereof nor shall any moneys be paid to or made available
     for a sinking fund for any such redemption or purchase unless dividends at
     the rate fixed hereby for the $2 Preference Stock for the then current
     dividend period shall have been paid or declared and sufficient funds set
     aside for payment thereof.

          2.  Preference on Liquidation.  In the event of any voluntary or
     involuntary dissolution, liquidation or winding up of the affairs of the
     corporation, after payment or provision for payment of the debts and other
     liabilities of the corporation and any preferential amounts due to holders
     of Preferred Stock, the holders of the $2 Preference Stock shall be
     entitled to receive, out of the net assets of the corporation, $30 per
     share, and no more, before any distribution shall be made to the holders of
     the Common Stock or any other class of stock or series thereof ranking
     junior to the $2 Preference Stock with respect to the distribution of
     assets.

                                       11

 
          Neither the merger nor consolidation of the corporation into or with
     any other corporation, nor the merger or consolidation of any other
     corporation into or with the corporation, nor a sale, transfer or lease of
     all or any part of the assets of the corporation, shall be deemed to be a
     dissolution, liquidation or winding up of the corporation within the
     meaning of this Paragraph 2.

          Written notice of any voluntary or involuntary dissolution,
     liquidation or winding up of the affairs of the corporation, stating a
     payment date and the place where the distributable amounts shall be payable
     and containing a statement of or reference to the conversion right set
     forth in Paragraph 5 of this Part IIA, shall be given by mail, postage
     prepaid, not less than 30 days prior to the payment date stated therein, to
     the holders of record of the $2 Preference Stock at their respective
     addresses as the same shall appear on the books of the corporation.

          No payment on account of such dissolution, liquidation or winding up
     of the affairs of the corporation shall be made to the holders of any class
     or series of stock ranking on a parity with the $2 Preference Stock in
     respect to the distribution of assets, unless there shall likewise be paid
     at the same time to the holders of the $2 Preference Stock like
     proportionate distributive amounts, ratably, in proportion to the full
     distributive amounts to which they and the holders of such parity stock are
     respectively entitled with respect to such preferential distribution.

          3.  Redemption.  Subject to the prior rights of the holders of any
     outstanding Preferred Stock, the corporation shall have the right, at its
     option and by resolution of its board of directors, to redeem at any time
     after February 1, 1974 all or part of the shares of $2 Preference Stock
     outstanding, upon payment in cash in respect of each share redeemed of $85
     per share on or before February 1, 1977, and $80 per share after February
     1, 1977.

          4.  Voting Rights.  The holders of the $2 Preference Stock shall be
     entitled to one vote per share, voting with the holders of any other class
     of stock entitled to vote, without regard to class, on all matters to be
     voted on by the stockholders of the corporation.

          If at any time the equivalent of six or more full quarterly dividends
     (whether or not consecutive) payable on the $2 Preference Stock shall be in
     default, the number of directors constituting the board of directors of the
     corporation shall be increased by two, and the holders of the $2 Preference
     Stock shall have, in addition to the voting rights provided above, which
     shall continue, the exclusive right, voting separately as one class, to
     elect two directors to fill such newly created directorships.  This right
     shall remain vested until dividends on the $2 Preference Stock shall have
     been paid for at least four consecutive quarters since the vesting of this
     right, at which time (i) the right shall terminate (subject to revesting in
     the case of any subsequent default of the kind described above); (ii) the
     term of the directors then in office elected by the holders of the $2
     Preference Stock as a class shall terminate; and (iii) the number of
     directors constituting the board of directors of the corporation shall be
     reduced by two.

                                       12

 
          Whenever such right shall vest, it may be exercised initially either
     at a special meeting of holders of $2 Preference Stock or at any annual
     stockholders' meeting, but thereafter it shall be exercised only at annual
     stockholders' meetings.  A special meeting for the exercise of such right
     shall be called by the Secretary of the corporation as promptly as
     possible, and in any event within 10 days, after receipt of a written
     request signed by the holders of record of at least 10% of the outstanding
     shares of $2 Preference Stock. Notwithstanding the provisions of this
     paragraph, no such special meeting shall be held during the 90-day period
     preceding the date fixed for the annual meeting of stockholders.

          Any director who shall have been elected by the holders of $2
     Preference Stock as a class shall hold office for a term expiring (subject
     to the earlier termination of the default in dividends) at the next annual
     meeting of stockholders, and during such term may be removed at any time,
     either for or without cause, by, and only by, the affirmative votes of the
     holders of record of a majority of the outstanding shares of $2 Preference
     Stock given at a special meeting of such stockholders called for the
     purpose, and any vacancy created by such removal may also be filled at such
     meeting.  A meeting for the removal of a director elected by the holders of
     $2 Preference Stock as a class and the filling of the vacancy created
     thereby shall be called by the Secretary of the corporation within ten days
     after receipt of a request therefor, signed by the holders of not less than
     25% of the then outstanding shares of $2 Preference Stock.  Such meeting
     shall be held at the earliest practicable date thereafter.

          Any vacancy caused by the death or resignation of a director who shall
     have been elected by the holders of $2 Preference Stock as a class may be
     filled only by the holders of $2 Preference Stock at a meeting called for
     such purpose.  Such meeting of the holders of $2 Preference Stock shall be
     called by the Secretary of the corporation at the earliest practicable date
     after any such death or resignation and in any event within 10 days after
     receipt of a written request signed by the holders of record of at least
     10% of the outstanding shares of $2 Preference Stock.

          If any meeting of the holders of $2 Preference Stock required by this
     Paragraph 4 to be called shall not have been called within ten days after
     personal service of a written request therefor upon the Secretary of the
     corporation or within 15 days after mailing the same within the United
     States of America by registered mail addressed to the Secretary of the
     corporation at its principal office, then the holders of record of at least
     10% of the outstanding shares of $2 Preference Stock may designate in
     writing one of their number to call such meeting at the expense of the
     corporation and such meeting may be called by such person so designated
     upon the notice required for annual meetings of stockholders.  Any holder
     of $2 Preference Stock so designated shall have access to the stock books
     of the corporation for the purpose of causing meetings of stockholders to
     be called pursuant to these provisions.

          Any meeting of the holders of $2 Preference Stock to vote as a class
     for the election or removal of directors shall be held at the place for the
     holding of the annual meeting of the

                                       13

 
     stockholders of the corporation.  At such meeting, the presence in person
     or by proxy of the holders of a majority of the outstanding shares of $2
     Preference Stock shall be required to constitute a quorum; in the absence
     of a quorum, a majority of the holders present in person or by proxy shall
     have power to adjourn the meeting from time to time without notice, other
     than announcement at the meeting, until a quorum shall be present.

          So long as any shares of $2 Preference Stock are outstanding, the
     corporation shall not, by amendment to the Certificate of Incorporation or
     by-laws or by merger or consolidation or in any other manner authorize or
     increase any class of stock ranking prior to the $2 Preference Stock either
     as to the payment of dividends or distribution of assets upon liquidation,
     or authorize or create or issue any security convertible into or evidencing
     the right to purchase any such stock ranking prior to the $2 Preference
     Stock, or change the preferences, powers, rights or limitations with
     respect to the $2 Preference Stock, so as to affect adversely the rights,
     powers or preferences of the $2 Preference Stock, without the affirmative
     vote of the holders of at least two-thirds of the $2 Preference Stock at
     the time outstanding.

          5.  Convertibility.  Shares of the $2 Preference Stock shall be
     convertible into Common Stock of the corporation on the following terms and
     conditions:

          5A.  The $2 Preference Stock shall be convertible, at the option of
     the holder thereof, into shares of Common Stock of the corporation at the
     rate in effect from time to time as hereinafter set forth, provided,
     however, that as to any shares of $2 Preference Stock called for redemption
     the right of conversion shall terminate at the close of business on the
     fifth full business day prior to the date fixed for redemption.  The
     conversion rates in effect from time to time shall be the following, and
     shall be subject to adjustment as hereinafter provided in Paragraph 5B to
     protect against dilution:

                    (a) Prior to February 1, 1971, the conversion rate shall be
          1.4 shares of Common Stock for each share of $2 Preference Stock.

                    (b) On and after February 1, 1971, the conversion rate shall
          be the rate in effect by virtue of the preceding clause (a) or the
          Alternative Conversion Rate determined as hereinafter provided,
          whichever would result in the greatest number of shares of Common
          Stock (but in no event more than two shares) being issuable upon
          conversion.  The Alternative Conversion Rate for purposes of this
          clause (b) shall be determined by dividing $120 by the Current Market
          Price of the Common Stock, as hereinafter defined provided that the
          number of shares issuable under such Alternative Conversion Rate shall
          in no event exceed two shares.

                    (c) For purposes of determining the Alternative Conversion
          Rate, the term "Current Market Price" of the Common Stock shall be the
          average of the last sales prices of the Common Stock on the New York
          Stock Exchange during the

                                       14

 
          twenty trading days next preceding February 1, 1971 (or the quoted bid
          price for any of such trading days on which no sales were made).

                    (d) The limitation respecting the issuance of not more than
          two shares of Common Stock under the Alternative Conversion Rate
          described in the foregoing clause (a) shall be equitably adjusted (as
          determined by the board of directors) so as to increase such number of
          shares in the event of any subdivision of the Common Stock, any
          issuance of Common Stock as a dividend or other distribution upon
          stock of the corporation, or any reclassification or recapitalization
          (whether resulting from a merger or consolidation or conveyance of all
          or substantially all of the assets of the corporation or otherwise)
          resulting in a greater number of shares of Common Stock being
          outstanding or to decrease such number of shares in the event of any
          combination of the Common Stock or any reclassification or
          recapitalization reducing the number of shares outstanding.

                    (e) Any holder of $2 Preference Stock electing to convert
          shall surrender the certificates representing the shares to be
          converted at the office of any Transfer Agent for the $2 Preference
          Stock, with the form of written request for conversion duly endorsed
          on such certificates.  The conversion right shall be deemed to have
          been exercised immediately prior to the close of business on the date
          on which the certificates for the $2 Preference Stock, with the
          request for conversion duly endorsed thereon, shall have been so
          surrendered, and the person entitled to receive the Common Stock
          issuable upon such conversion shall be treated for all purposes as the
          record holder of such Common Stock on said date.  The corporation
          shall not be required, in connection with any such conversion, to
          issue a fraction of a share of its Common Stock, but in lieu thereof,
          the corporation shall make a cash payment equal to such fraction
          multiplied by the market price of the Common Stock determined as
          hereafter set forth unless the board of directors shall determine to
          adjust fractional shares by the issuance of fractional scrip
          certificates or in some other manner.  The market price of the Common
          Stock for the purpose of computing payment to be made for fractional
          shares shall be the closing sale price (or if there were no sales, the
          closing bid price on the New York Stock Exchange) as of the close of
          business on the date of conversion.

                    (f) As soon as practicable after the conversion of any $2
          Preference Stock into Common Stock, the corporation shall deliver to
          the person entitled thereto, at the office of the Transfer Agent for
          the $2 Preference Stock at which such $2 Preference Stock shall have
          been presented for conversion, certificates representing shares of
          Common Stock, and the cash, if any, to which such person shall be
          entitled.  The corporation, as a condition to the exercise of any
          right of conversion, may require the payment of a sum equal to any
          transfer tax or other governmental charge (but not including any tax
          payable upon the issue of stock deliverable upon such conversion)

                                       15

 
          that may be imposed or required by law upon any transfer incidental or
          prior thereto, or the submission of proper proof that the same has
          been paid.

          5B.  The conversion rates established by the foregoing Paragraph 5A
     for the respective periods specified therein shall be subject to adjustment
     during any such period (and, as so adjusted, will be subject to further
     adjustment) as herein provided.  The conversion rate to be in effect after
     any such adjustment shall be determined by dividing $82.50 by $58.93 or
     such amount as adjusted (therein called the "conversion price") by virtue
     of the provisions set forth in Paragraph 5C.

          5C.  The conversion price shall be subject to adjustment as follows:

          (A) For the purposes of this Paragraph 5C, the term "current
     conversion price" is defined as meaning at the time of any adjustment the
     conversion price in effect immediately prior to such adjustment; and the
     term "current quotient" is defined as meaning on any given date the amount
     determined at the close of business on such day by dividing:

               (i) an amount equal to (a) the total number of shares of Common
          Stock outstanding when the current conversion price became effective,
          including any such shares deemed to have been issued as provided in
          paragraph (6) or (7) below, multiplied by the current conversion
          price, plus (b) the aggregate of the amounts of all consideration, if
          any, received by the corporation (or, without duplications, deemed to
          have been received as provided in paragraph (6) or (7) or subdivision
          (C) below) upon all issuances of shares of Common Stock since the
          current conversion price became effective and prior to the time of the
          determination of the current quotient, by

               (ii) the total number of shares of Common Stock outstanding
          immediately prior to the time of such determination, including any
          such shares deemed to have been issued as provided in paragraph (6) or
          (7) below.

     For the purposes of this paragraph, the original conversion price specified
     in Paragraph 5B above shall be deemed to have become effective at the close
     of business on February 1, 1969. In determining the current quotient, the
     results shall be expressed to the nearest cent.

          In case at the close of business on any date after February 1, 1969,
     the current conversion price shall exceed the current quotient by as much
     as 50 cents (or, in case adjustment of the conversion price has taken place
     pursuant to subdivision (B) of this Paragraph 5C, the amount which shall be
     to the nearest one cent, in the same proportion to 50 cents as the
     conversion price after the latest such adjustment shall be to the original
     conversion price), the conversion price shall be reduced to the price equal
     to the current quotient, effective at the close of business on such date.
     In case of a subdivision or combination of the outstanding shares of Common
     Stock, the conversion price shall first be

                                       16

 
     reduced, effective immediately prior to an adjustment of the conversion
     price pursuant to subdivision (B) of this Paragraph 5C, by the amount, if
     any, by which the current conversion price shall exceed the current
     quotient.

          For the purposes of this subdivision, the following provisions shall
     also be applicable, except that the provisions of paragraphs (1), (2), (6),
     (7), (8) and (9) below shall not be applicable in the case of the issuance
     of shares of Common Stock as contemplated in subdivision (C) hereof (or the
     issuance of shares of any class, or series, of stock or obligation of the
     corporation, convertible into or exchangeable for Common Stock, or any
     rights or options to subscribe for or to purchase such convertible or
     exchangeable stock or obligations or shares of Common Stock, as
     contemplated in subdivision (C) hereof):

                    (1) In case of the issuance of additional shares of Common
          Stock for cash, the consideration received by the corporation therefor
          shall be deemed to be the total amount of cash received for such
          shares, before deducting therefrom any commissions or other expenses
          paid or incurred by the corporation for any underwriting of, or
          otherwise in connection with, the issuance of such shares.

                    In case of the issuance of additional shares of Common Stock
          (otherwise than as provided in subdivision (C) hereof) for a
          consideration not consisting solely of cash, the amount of the
          consideration other than cash received by the corporation for such
          shares shall be deemed to be the value of such consideration as
          determined by the board of directors.

                    (2) In case of the issuance of additional shares of Common
          Stock upon conversion or exchange of any obligations or of any shares
          of stock of the corporation that shall be convertible into or
          exchangeable for shares of Common Stock or upon the exercise of rights
          or options to subscribe for or to purchase shares of Common Stock,
          (subject to paragraphs (6) and (7) and subdivision (C) below), the
          amount of the consideration received by the corporation for such
          additional shares of Common Stock shall be deemed to be the total of
          (a) the amount of the consideration received upon the original
          issuance of such obligations, shares, rights or options, as the case
          may be, plus (b) the consideration, if any, other than such
          obligations, shares, rights or options, received upon such conversion,
          exchange, or exercise, except in adjustment of interest and dividends.
          If obligations, shares, rights or options, of the same class or series
          of a class as the obligations, shares, rights or options so converted,
          exchanged or exercised, have been originally issued for different
          amounts of consideration, then the amount of consideration received
          upon the original issuance of each of the obligations, shares, rights
          or options so converted, exchanged or exercised shall be deemed to be
          the average amount of the consideration received upon the original
          issuance of all such obligations, shares, rights or options.  The
          amount of the consideration received upon the original issuance of the
          obligations, shares, rights or options so converted, exchanged or

                                       17

 
          exercised and the amount of the consideration, if any, other than such
          obligations, shares, rights or options, received upon such conversion,
          exchange or exercise shall be determined in the same manner provided
          in paragraph (1) above with respect to the consideration received by
          the corporation in case of the issuance of additional shares of Common
          Stock; if such obligations, shares, rights or options shall have been
          issued as a dividend upon any stock of the corporation, the amount of
          the consideration received by the corporation upon the original
          issuance thereof shall be deemed to be zero.

                    (3) In case of the issuance of additional shares of Common
          Stock as a dividend, the aggregate number of shares of Common Stock
          issued in payment of such dividend shall be deemed to have been issued
          and to be outstanding at the close of business on the record date
          fixed for the determination of stockholders entitled to such dividend
          and shall be deemed to have been issued without consideration. Shares
          of Common Stock issued otherwise than as a dividend shall be deemed to
          have been issued and to be outstanding at the close of business on the
          date of issue.

                    (4) The term "dividend" shall mean a dividend or other
          distribution upon stock of the corporation.

                    (5) The number of shares of Common Stock at any time
          outstanding shall include all shares of Common Stock then owned or
          held by or for the account of the corporation.

                    (6) Subject to paragraph (8) below, in case of the issuance
          of any rights to subscribe for or to purchase, or any options for the
          purchase of, additional shares of Common Stock (other than options or
          rights contemplated in subdivision (C) hereof) at a price per share
          for the additional shares of Common Stock issuable upon the exercise
          of such rights or options less than the current conversion price
          immediately prior to the issuance of such rights or the granting of
          such options, then the issuance of such rights or options shall be
          deemed to be an issuance (as of the date of issuance of such right or
          options) of the total maximum number of shares of Common Stock
          issuable upon the exercise of all such rights or options.  In such
          case, subject to paragraph (8) below, the amount received or
          receivable by the corporation in consideration of the issuance of such
          rights or options (plus the minimum aggregate amount of premium or
          additional consideration payable to the corporation upon the exercise
          of such rights or options) before deducting therefrom any commissions
          or other expenses paid or incurred by the corporation for any
          underwriting of, or otherwise in connection with, the issuance of such
          rights or options, shall be deemed to be the consideration actually
          received (as of the date of issuance of such rights or options) for
          the issuance of the additional shares of Common Stock.

                                       18

 
                    (7) Subject to paragraph (8) below, in case the corporation
          shall issue any shares of stock or obligations convertible into or
          exchangeable for shares of Common Stock or rights to subscribe for or
          options to purchase such convertible or exchangeable stock or
          obligations (other than any such shares of stock or obligations or
          rights or options contemplated in subdivision (C) below) and the price
          per share at which Common Stock is deliverable upon conversion or
          exchange of such stock or obligations (determined by dividing (x) the
          total amount received or receivable by the corporation in
          consideration of the issuance of such stock, obligations, rights or
          options, as the case may be, plus the minimum additional aggregate
          amount (if any) payable to the corporation upon such conversion or
          exchange and upon the exercise of such rights or options, by (y) the
          total maximum number of shares of Common Stock then necessary to
          effect the conversion or exchange of all such convertible or
          exchangeable stock or obligations) shall be less than the current
          conversion price immediately prior to the issuance of such convertible
          or exchangeable stock or obligations or the issuance of such rights or
          options, then such issuance shall be deemed to be an issuance (as of
          the date of issuance of such convertible stock or obligations or such
          rights or options) of the total maximum number of shares of Common
          Stock issuable upon the conversion or exchange of all such convertible
          securities.  In such case, subject to paragraph (8) below, the amount
          received or receivable by the corporation in consideration of the
          issuance of such convertible or exchangeable stock or obligations or
          such rights or options (plus the minimum aggregate amount of
          additional consideration payable to the corporation upon conversion or
          exchange of such stock or obligations or upon the exercise of such
          rights or options) before deducting therefrom any commissions or other
          expenses paid or incurred by the corporation for the underwriting of,
          or otherwise in connection with, the issuance of such stock,
          obligations, rights or options, shall be deemed to be the
          consideration actually received (as of the date of issuance of such
          stock, obligations, rights or options) for the issuance of the
          additional shares of Common Stock.

                    (8) Upon expiration without exercise of any rights or
          options referred to in paragraph (6) above, or of the conversion or
          exchange privileges applicable to any shares of stock or obligations
          convertible into or exchangeable for shares of Common Stock or of
          rights to subscribe for or options to purchase such convertible or
          exchangeable stock or obligations, referred to in paragraph (7) above
          (hereinafter in this paragraph called "Expiring Rights"), (i) the
          number of shares of Common Stock deemed to be issued and outstanding
          by reason of the fact that they were issuable upon the exercise of
          such Expiring Rights shall no longer be deemed to be issued and
          outstanding, and (ii) the current conversion price shall forthwith be
          readjusted and thereafter the current conversion price shall be the
          price which it would have been had adjustment been made on the basis
          of the issue only of the shares of Common Stock actually issued upon
          the exercise of rights or options or upon the conversion or exchange
          of stock or obligations of the same class as such Expiring Rights;

                                       19

 
          provided, that termination without exercise of any such Expiring
          Rights at the minimum price or consideration theretofore reflected in
          the computation of the current conversion price, and continuation of
          such Expiring Rights at a greater price or consideration, shall be
          deemed the expiration of the Expiring Rights and the granting of a new
          right or option or conversion or exchange privilege at the minimum
          price or consideration thereafter applicable.

                    (9) The consideration actually received by the corporation
          for any shares of Common Stock issued upon the conversion or exchange
          of stock or obligations or upon the exercise of rights or options,
          which pursuant to paragraph (6) or (7) above is deemed to have been
          received, shall not be included in clause (b) of subparagraph (i) of
          this subdivision for the purpose of computing the current quotient and
          no further adjustment of the conversion price (except as specifically
          provided in paragraph (8) above) shall be made in respect thereof.  In
          case, however, such stock or obligations shall be convertible at a
          conversion price, or such rights or options shall be exercisable at a
          purchase price, per share equal to or in excess of the current
          conversion price immediately prior to the issuance or sale of such
          convertible stock or obligations or of such rights or options, then
          the shares shall be deemed to be issued and the consideration therefor
          received when such additional shares of Common Stock are actually
          issued upon the conversion or exchange of any such convertible stock
          or obligations or upon the exercise of any such rights or options.

          (B) In case the corporation shall at any time subdivide the
     outstanding shares of Common Stock issuable upon conversion of the $2
     Preference Stock, the conversion price in effect immediately prior to such
     subdivision shall be proportionately decreased, and in case the corporation
     shall at any time combine the outstanding shares of Common Stock issuable
     upon conversion of the $2 Preference Stock, the conversion price in effect
     immediately prior to such combination shall be proportionately increased.
     Any such adjustment shall become effective at the close of business on the
     date that such subdivision or combination shall become effective.

          (C) Notwithstanding any of the provisions of this Paragraph 5C to the
     contrary:

                    (i) No adjustment of the conversion price shall be made as a
          result of or in connection with

                         (a) the issuance after February 10, 1969 of shares of
               Common Stock of the corporation pursuant to options or stock
               purchase agreements theretofore or thereafter granted to or
               entered into with directors, officers or employees of the
               corporation or of a subsidiary in connection with their
               employment, whether granted or entered into at the beginning of
               the employment, or at the time of becoming a director or at any
               time thereafter,

                                       20

 
               or as a result of or in connection with the granting of such
               options or the entering into of such stock purchase agreements,
               or

                         (b) the issuance after February 10, 1969 of shares of
               Common Stock of the corporation upon conversion of the $2
               Preference Stock, the 6% convertible subordinated notes due 1982
               of the corporation outstanding on February 10, 1969, the 4 3/4%
               convertible subordinated debentures due 1988 of the corporation
               outstanding on February 10, 1969, the 4 3/4% convertible
               subordinated debentures due 1988 (series B) of the corporation
               outstanding on February 10, 1969, the 4 3/4% convertible
               subordinated debentures due 1988 (series C) outstanding on
               February 10, 1969 or the $2 Preferred Stock of the corporation
               outstanding on February 10, 1969, or upon exercise of warrants of
               the corporation outstanding on February 10, 1969, or

                         (c) the issuance after February 10, 1969 of (i) shares
               of Common Stock of the corporation, (ii) rights to subscribe for
               or to purchase, or options for the purchase of, shares of Common
               Stock of the corporation, (iii) shares of stock or obligations
               convertible into or exchangeable for shares of Common Stock of
               the corporation, or (iv) rights to subscribe for or options to
               purchase such convertible or exchangeable stock or obligations,
               where, in any such case, the consideration therefor does not
               consist solely of cash and such shares of Common Stock, rights,
               options, stock or obligations are issued for all or any part of a
               going business, or the issuance of any shares of Common Stock
               upon the exercise, conversion or exchange of any rights, options,
               stocks or obligations described in items (ii), (iii) or (iv) of
               this clause (c); and

                    (ii) Shares of Common Stock, the issuance of which shall not
          result in any adjustment of the conversion price pursuant to the
          foregoing provisions of this subdivision, shall nevertheless be taken
          into account in the event of any subsequent determination of the
          current quotient and the consideration received by the corporation
          with respect to such shares shall be deemed to be the conversion price
          in effect hereunder at the time of issuance of such shares.

          5D.  In case of any capital reorganization or any reclassification of
     the capital stock of the corporation or in case of the consolidation or
     merger of the corporation with or into another corporation or the
     conveyance of all or substantially all of the assets of the corporation to
     another corporation, each share of the $2 Preference Stock shall thereafter
     be convertible into the number of shares of stock or other securities or
     property to which a holder of the number of shares of Common Stock of the
     corporation deliverable upon conversion of such share of the $2 Preference
     Stock would have been entitled upon such reorganization, reclassification,
     consolidation, merger or conveyance; and, in any such case, appropriate
     adjustment (as determined by the board of directors) shall be made in the

                                       21

 
     application of the provisions herein set forth with respect to the rights
     and interests thereafter of the holders of the $2 Preference Stock, to the
     end that the provisions set forth herein (including provisions with respect
     to adjustments of the conversion rate) shall thereafter be applicable, as
     nearly as reasonably may be, in relation to any shares of stock or other
     property thereafter deliverable upon the conversion of the shares of the $2
     Preference Stock and, for purposes of determining the Alternative
     Conversion Rate, such shares of stock or other property, to the extent
     practicable, shall be substituted for the Common Stock of the corporation
     in the formula heretofore set forth.

          5E.  No adjustment is to be made upon conversion of the $2 Preference
     Stock for accrued and unpaid dividends thereon or for dividends upon the
     Common Stock issuable upon such conversion.

          5F.  Whenever the conversion rate is required to be adjusted as
     provided herein, the corporation shall forthwith compute the adjusted
     conversion rate and shall prepare a certificate setting forth such adjusted
     conversion rate and showing in detail the facts upon which such adjustment
     is based.  Such certificate shall forthwith be filed with the Transfer
     Agent or Agents for the $2 Preference Stock and thereafter, until further
     adjusted, the adjusted conversion rate shall be as set forth in said
     certificate, provided that the computation of the adjusted conversion rate
     shall be reviewed at least annually by the independent public accountants
     regularly employed by the corporation and said accountants shall file a
     corrected certificate, if required, with the Transfer Agent or Agents.  The
     corporation shall cause the Transfer Agent or Agents for the $2 Preference
     Stock to mail to the holders thereof, at the time of each quarterly
     dividend payment, a statement setting forth the adjustments, if any, made
     in the conversion rate and not theretofore reported to such holders, and
     the reasons for such adjustment.

          5G.  So long as any shares of the $2 Preference Stock remain
     outstanding and the holders thereof have the right to convert said shares,
     the corporation will at all times reserve from its authorized Common Stock
     a sufficient number of shares to provide for such conversion.  As a
     condition precedent to the taking of any action which would cause an
     adjustment in the conversion rate in a manner affecting the receipt by the
     corporation of at least the then par value of the shares of Common Stock
     issuable upon conversion, the corporation will take such corporate action
     as may be necessary in order that it may validly and legally issue fully
     paid and nonassessable shares of such Common Stock at such adjusted
     conversion rate.

          5H.  In case at any time

                    (i) the corporation shall declare any dividend in stock upon
          its Common Stock; or

                                       22

 
                    (ii) propose a subdivision of its outstanding Common Stock
          into a greater number of shares of Common Stock or propose a
          combination of its outstanding Common Stock into a smaller number of
          shares of Common Stock; or

                    (iii) any capital reorganization or any reclassification of
          capital stock of the corporation or any consolidation, merger or sale
          of the properties and assets is proposed by the corporation which
          would require an adjustment of the conversion terms;

     then, and in each of said cases, the corporation shall cause notice thereof
     to be mailed to the owners of all $2 Preference Stock at the last address
     if any, appearing on the books of the corporation or given by them to the
     corporation for the purpose of notice, and stating in such notice the
     conversion rate then in effect, but such mailing shall be solely for the
     convenience of the owners of $2 Preference Stock and shall not be a
     condition precedent to nor shall any defect therein or failure in
     connection therewith affect the validity of the action proposed to be taken
     by the corporation.  Such notices shall be mailed at least ten (10) days
     prior to the date on which the books of the corporation shall close, or a
     record date shall be taken for such stock dividend, stock split or
     combination, or to vote upon such capital reorganization, reclassification,
     consolidation, merger or sale of properties and assets, as the case may be.
     Such notice shall specify such record date or date for the closing of the
     transfer books.

          6.  Status of Shares Redeemed or Retired.  Any shares of $2 Preference
     Stock which shall have been converted into Common Stock or acquired by the
     corporation through redemption or otherwise shall assume the status of
     authorized but unissued Preference Stock and shall not be reissued as
     shares of the $2 Noncumulative Convertible Preference Stock.

B.   $100 CONVERTIBLE PREFERENCE STOCK

 
          1. Designation and Number. The distinctive designation of such series
     is "$100 Convertible Preference Stock" ("$100 Preference Stock"), and such
     series shall consist initially of 150,000 shares.

          2.  Dividends.  The holders of the $100 Preference Stock shall be
     entitled to receive, when, as and if declared by the board of directors and
     out of the assets of the corporation which are by law available for the
     payment of dividends, cumulative cash dividends payable quarterly on the
     first days of January, April, July and October in each year to holders of
     record on a record date, fixed by the board of directors, not more than 40
     days preceding the dividend payment date, at the annual rate of $1.00 per
     share, and no more. Dividends on any shares of $100 Preference Stock are
     cumulative from the date of original issuance and accrue whether or not
     earned or declared.  All dividends are payable in cash. So long as any $100
     Preference Stock shall remain outstanding, no dividend whatsoever shall be
     declared or paid upon or set apart for any class of stock or series thereof
     ranking junior

                                       23

 
     to the $100 Preference Stock in the payment of dividends nor shall any
     shares of any class of stock or series thereof ranking junior to the $100
     Preference Stock in payments of dividends be redeemed or purchased by the
     corporation or any subsidiary thereof nor shall any moneys be paid to or
     made available for a sinking fund for the redemption or purchase of any
     shares of any class of stock or series thereof ranking junior to the $100
     Preference Stock in payment of dividends, unless in each instance dividends
     on all outstanding shares of $100 Preference Stock for the then current
     annual dividend period shall have been paid, or declared and sufficient
     funds set aside for the payment thereof.

     No dividend shall be declared on any share or shares of any other series of
     Preference Stock or of any other class of stock or series thereof ranking
     on a parity with the $100 Preference Stock in respect of payment of
     dividends unless there shall have been declared on all shares then
     outstanding of the $100 Preference Stock, for the same dividend period, or
     for the dividend period of the $100 Preference Stock terminating within the
     dividend period of said parity stock, like proportionate dividends,
     ratably, in proportion to the $100 Preference Stock and said parity stock.
     No shares of any other series of Preference Stock or of any such other
     class or series ranking on a parity with the $100 Preference Stock in
     respect of payment of dividends shall be redeemed or purchased by the
     corporation or any subsidiary thereof nor shall any moneys be paid to or
     made available for a sinking fund for any such redemption or purchase
     unless dividends at the rate fixed hereby for the $100 Preference Stock for
     the then current dividend period shall have been paid or declared and
     sufficient funds set aside for payment thereof.

          3.  Preference on Liquidation.  In the event of any voluntary or
     involuntary dissolution, liquidation or winding up of the affairs of the
     corporation, after payment or provision for payment of the debts and other
     liabilities of the corporation and any preferential amounts due to holders
     of Preferred Stock, the holders of the $100 Preference Stock shall be
     entitled to receive, out of the net assets of the corporation, $100 per
     share plus accumulated and unpaid dividends thereon, and no more, before
     any distribution shall be made to the holders of the Common Stock or any
     other class of stock or series thereof ranking junior to the $100
     Preference Stock with respect to the distribution of assets.

     Neither the merger nor consolidation of the corporation into or with any
     other corporation, nor the merger or consolidation of any other corporation
     into or with the corporation, nor a sale, transfer or lease of all or any
     part of the assets of the corporation, shall be deemed to be a dissolution,
     liquidation or winding up of the corporation within the meaning of this
     Paragraph 3.

     Written notice of any voluntary or involuntary dissolution, liquidation or
     winding up of the affairs of the corporation, stating a payment date and
     the place where the distributable amounts shall be payable and containing a
     statement of or reference to the exchange right set forth in Paragraph 6 of
     this Designation, shall be given by mail, postage prepaid, not less than 30
     days prior to the payment date stated therein, to the holders of record of
     the $100

                                       24

 
     Preference Stock at their respective addresses as the same shall appear on
     the books of the corporation.

     No payment on account of such dissolution, liquidation or winding up of the
     affairs of the corporation shall be made to the holders of any class or
     series of stock ranking on a parity with the $100 Preference Stock in
     respect to the distribution of assets, unless there shall likewise be paid
     at the same time to the holders of the $100 Preference Stock like
     proportionate distributive amounts, ratably, in proportion to the full
     distributive amounts to which they and the holders of such parity stock are
     respectively entitled with respect to such preferential distribution.

          4.  Redemption.  Subject to the prior rights of the holders of any
     outstanding Preferred Stock, the corporation shall have the right, at its
     option and by resolution of its board of directors, to redeem at any time
     after May 1, 1996, all or part of the shares of $100 Preference Stock
     outstanding, upon payment in cash in respect of each share redeemed of $100
     plus accrued and unpaid dividends thereon to the date fixed for redemption.

          5.  Voting Rights.  Except as set forth below, the holders of the $100
     Preference Stock shall have no voting rights.

     So long as any shares of $100 Preference Stock are outstanding, the
     corporation shall not, by amendment to the Certificate of Incorporation or
     by-laws or by merger or consolidation or in any other manner authorize or
     increase any class of stock ranking prior to the $100 Preference Stock
     either as to the payment of dividends or distribution of assets upon
     liquidation, or authorize or create or issue any security convertible into
     or evidencing the right to purchase any such stock ranking prior to the
     $100 Preference Stock, or change the preferences, powers, rights or
     limitations with respect to the $100 Preference Stock, so as to affect
     adversely the rights, powers or preferences of the $100 Preference Stock,
     without the affirmative vote of the holders of at least two-thirds of the
     $100 Preference Stock at the time outstanding.

          6.  Convertibility.  Shares of the $100 Preference Stock shall be
     convertible into Common Stock of the corporation on the following terms and
     conditions:

          6A.  Any share of the $100 Preference Stock which is issued or
     transferred to a person or entity which is not controlling, controlled by
     or under common control with Norex America, Inc., a Cayman Islands
     corporation, upon such issuance or transfer and without any action on the
     part of the recipient or transferee, shall automatically convert into
     shares of Common Stock of the corporation at a conversion rate of 100
     shares of Common Stock per one share of $100 Preference Stock, subject to
     the availability of authorized but unissued shares of Common Stock for such
     conversion and subject to adjustment as hereinafter provided Paragraph 6B.

                                       25

 
          6B. The conversion rate in effect at any time shall be subject to
     adjustments from time to time on or after the date of original issuance as
     follows:

          (i) In case the corporation shall (A) declare a dividend or make a
     distribution payable in Common Stock on the Common Stock, (B) subdivide or
     reclassify its outstanding shares of Common Stock into a greater number of
     shares, or (C) combine its outstanding shares of Common Stock into a
     smaller number of shares, the conversion rate in effect at the time of the
     record date for such dividend or distribution or the effective date of such
     subdivision, combination or reclassification shall be proportionately
     increased in the case of any increase in the number of shares of Common
     Stock outstanding, and reduced in the case of any reduction in the number
     of shares of Common Stock outstanding, so that the holder of any shares of
     $100 Preference Stock surrendered for conversion after such time shall be
     entitled to receive the kind and amount of shares which he would have owned
     or have been entitled to receive had such shares of $100 Preference Stock
     been converted into Common Stock immediately prior to such time and had
     such Common Stock received such dividend or other distribution or
     participated in such subdivision, combination or reclassification. Such
     adjustment shall be effective as of the record date for such dividend or
     distribution or the effective date of such combination, subdivision or
     reclassification and shall be made successively whenever any event listed
     above shall occur.  If, as a result of an adjustment made pursuant to this
     Paragraph 6B, the holder of any shares of $100 Preference Stock thereafter
     surrendered for conversion shall become entitled to receive shares of two
     or more classes of the capital stock of the corporation, the board of
     directors of the corporation shall in good faith determine the allocation
     of the conversion rate between and among the shares of such classes of
     capital stock.

          (ii) In case the corporation shall issue rights or warrants to all
     holders of its Common Stock entitling them to subscribe for or purchase
     shares of Common Stock at a price per share less than the Current Market
     Price (as defined in paragraph (iv) below) of the Common Stock, on the date
     fixed for the determination of stockholders entitled to receive such rights
     or warrants (the "Determination Date"), the conversion rate at the opening
     of business on the day following the Determination Date shall be increased
     by multiplying the conversion rate by a fraction of which the numerator
     shall be the number of shares of Common Stock outstanding at the close of
     business on the Determination Date plus the number of shares of Common
     Stock so offered for subscription or purchase and the denominator shall be
     the number of shares of Common Stock outstanding at the close of business
     on the Determination Date plus the number of shares of Common Stock which
     the aggregate of the offering price of the total number of shares of Common
     Stock so offered for subscription or purchase would purchase at such
     Current Market Price of the Common Stock, such increase to become effective
     immediately after the opening of business on the day following the
     Determination Date.  For purposes of determining under this paragraph the
     number of shares of Common Stock outstanding at any time, there shall be
     excluded all shares of Common Stock held in the treasury of the
     corporation.  If any or all such rights or warrants are not so issued or
     expire or terminate before being exercised, the conversion rate

                                       26

 
     then in effect shall be appropriately readjusted, but such readjustment
     shall not be applied retroactively to any conversion of $100 Preference
     Stock effected prior to such readjustment.

          (iii)  In case the corporation shall distribute to all holders of its
     Common Stock evidences of its indebtedness or assets (including securities,
     but excluding cash dividends or a distribution referred to in paragraph (i)
     above or paid out of surplus) or rights or warrants to subscribe for or
     purchase any of the corporation's securities (excluding those referred to
     in paragraph (ii) above), the conversion rate shall be adjusted so that it
     shall equal the ratio determined by multiplying the conversion rate in
     effect immediately prior to the close of business on the Determination Date
     by a fraction of which the numerator shall be the Current Market Price per
     share of the Common Stock at the Determination Date and the denominator
     shall be such Current Market Price per share less the then fair market
     value (as determined by the board of directors of the corporation, in good
     faith and in the exercise of its reasonable business judgment and described
     in a resolution of the board of directors certified by the secretary or an
     assistant secretary of the corporation and delivered to the holders of $100
     Preference Stock), of the portion of the assets or evidences of
     indebtedness so distributed applicable to one share of Common Stock,
     provided, however, if exercise of such right or warrant is subject to the
     occurrence of a contingent event, adjustment of the conversion rate shall
     be made in the manner provided for in paragraph (ii) above and the date
     that the right or warrant becomes exercisable shall be deemed to be the
     Determination Date for purposes of such adjustment.  The conversion rate
     adjustment made pursuant to this paragraph (iii) shall become effective
     immediately prior to the opening of business on the day following the date
     fixed for the determination of stockholders entitled to receive such
     distribution (except in the case of rights or warrants subject to exercise
     upon the occurrence of a contingent event, in which case such adjustment
     shall become effective at the time such rights or warrants become
     exercisable).

          (iv) For the purposes of this Paragraph 6B, the "Current Market Price"
     per share of Common Stock on any date shall be deemed to be the average of
     the daily closing prices for the 30 consecutive days on which the New York
     Stock Exchange, Inc. is open for trading commencing 45 days before such
     date (or if less than 30 consecutive days for the maximum number of
     consecutive days on which such Exchange is open for trading commencing 45
     days before such date).  The closing price for each day shall be the
     closing price on the New York Stock Exchange-Consolidated Tape (or any
     successor composite tape reporting transactions on national securities
     exchanges) or, if such composite tape shall not be in use or shall not
     report transactions in the Common Stock, the last sale price regular way
     or, in case no such sale takes place on such day, the average of the
     closing bid and asked prices regular way, in either case on the New York
     Stock Exchange, or, if the shares of Common Stock are not listed or
     admitted to trading on such Exchange, on the principal national securities
     exchange on which the shares are listed or admitted to trading, or if they
     are not listed or admitted to trading on any national securities exchange,
     the average of the closing bid and asked prices of the Common Stock on
     NASDAQ or any comparable system, or if the Common Stock is not listed on
     NASDAQ or any comparable system, the closing bid and

                                       27

 
     asked prices as furnished by any member of the National Association of
     Securities Dealers, Inc. selected from time to time by the corporation for
     that purpose.

          (v) All calculations under this Paragraph 6B shall be made to the
     nearest dollar or to the nearest one-hundredth of a share, as the case may
     be.

          (vi) No adjustment in the conversion rate shall be required pursuant
     to any paragraph of this Paragraph 6B unless such adjustment (together with
     prior adjustments which by reason of this paragraph (vi) were not required
     to be made at the time otherwise required by the above paragraphs of this
     Paragraph 6B) would require a change of at least 1% in such rate; provided,
     however, that any adjustments which by reason of this paragraph (vi) are
     not required to be made shall be carried forward and taken into account in
     any subsequent adjustment.

          (vii)  The corporation from time to time may increase the conversion
     rate (i.e., increase the number of shares of Common Stock exchangeable for
     one share of $100 Preference Stock) by any amount for any period of time if
     the period is at least twenty (20) days and if the increase is irrevocable
     during the period; provided, however, that the corporation may not increase
     the conversion rate such that the Common Stock would be issued at less than
     the par value per share of the Common Stock.  Whenever the conversion rate
     is increased in such manner, the corporation shall send to the holders of
     the $100 Preference Stock a written notice of the increase at least fifteen
     (15) days before the date the increased conversion rate is to take effect.
     The notice shall state the increased conversion rate and the period it will
     be in effect.  An increase of the conversion rate does not change or adjust
     the conversion rate otherwise in effect for purposes of this Paragraph 6B.

          (viii)  If the corporation shall be consolidated with or merged into
     any other corporation, provisions shall be made as part of the terms of
     such consolidation or merger whereby each share of the $100 Preference
     Stock outstanding immediately prior to such event shall thereafter be
     convertible into the number of shares of Common Stock or other securities
     or property to which a holder of a number of shares of Common Stock
     deliverable upon conversion of such share of the $100 Preference Stock
     would have been entitled upon such consolidation or merger.

          7.  Status of Shares Redeemed or Retired.  Any shares of $100
     Preference Stock which shall have been acquired by the corporation through
     redemption or otherwise shall assume the status of authorized but unissued
     Preference Stock and shall not be reissued as shares of the $100
     Convertible Preference Stock.

                                       28

 
                               III. COMMON STOCK

     1.   DIVIDENDS.  Subject to the prior and superior rights of the Preferred
Stock, and any Preference Stock with respect to which any such prior and
superior rights are provided in this Article FOURTH or by the board of directors
as herein authorized, and on the conditions set forth in the foregoing Parts I
and II or in any resolution of the board of directors providing for the issuance
of any particular series of Preferred Stock or Preference Stock, and not
otherwise, such dividends (payable in cash, stock or otherwise) as may be
determined by the board of directors may be declared and paid on the Common
Stock from time to time out of any funds legally available therefor.

     2.   VOTING RIGHTS.  Each holder of Common Stock shall be entitled to one
vote for each share held and, except as otherwise provided herein or by law, the
Common Stock, the Preferred Stock and the Preference Stock having voting rights
shall vote together as a class.

     3.   LIQUIDATION OR DISSOLUTION.  After payment shall have been made in
full to the holders of the Preferred Stock and Preference Stock in the event of
any liquidation, dissolution or winding up of the affairs of the corporation,
the remaining assets  and funds of the corporation shall be distributed among
the holders of the Common Stock according to their respective shares.

                            IV.  PRE-EMPTIVE RIGHTS

     No stockholder of this corporation shall by reason of his holding shares of
any class have any pre-emptive or preferential right to purchase or subscribe to
any shares of any class of this corporation now or hereafter to be authorized or
any notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities would adversely affect dividend or voting
rights of such stockholder, other than such rights, if any, as the board of
directors in its discretion may fix; and the board of directors may issue shares
of any class of this corporation, or any notes, debentures, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, without offering any such shares of any class, either in whole or
in part, to the existing stockholders of any class.

     FIFTH:  All the corporate powers of this corporation shall be vested in and
exercised by a board of directors consisting of the number of directors
specified in the by-laws of the corporation.

     The board of directors shall be divided into three classes as nearly equal
in number as may be with the initial term of office of Class I expiring at the
annual meeting of stockholders in 1972, of Class II expiring at the annual
meeting of stockholders in 1973, and of Class III expiring at the annual meeting
of stockholders in 1974.

     At each annual meeting of stockholders, directors chosen to succeed those
whose terms then expire shall be elected for a full term of office expiring at
the third succeeding annual meeting of

                                       29

 
stockholders after their election.  When the number of directors is increased by
amendment to the by-laws of the corporation, and any newly created directorships
are filled by the board of directors, there shall be no classification of such
additional directors until the next annual meeting of stockholders.  Subject to
the foregoing, directors elected to fill a vacancy shall hold office for a term
expiring at the annual meeting at which the term of the class to which they
shall have been elected expires.  No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.

     SIXTH:  By-laws of the corporation may be adopted, amended or repealed by
the board of directors or by the affirmative vote of the holders of 80% or more
of the corporation's stock, outstanding and entitled to vote at the meeting at
which any by-law is adopted, amended or repealed. Such by-laws may contain any
provision for the regulation and management of the affairs of the corporation
and the rights or powers of its stockholders, directors, officers or employees
not inconsistent with statute or this Certificate of Incorporation.

     SEVENTH:  (A)  Except as set forth in Paragraph (D) of this Article
SEVENTH, the affirmative vote or consent of the holders of 80% of all stock of
this corporation entitled to vote in elections of directors, considered for the
purposes of this Articles SEVENTH as one class, shall be required:

          (i) for a merger or consolidation with or into any other corporation,
     or

          (ii) for any sale or lease of all or any substantial part of the
     assets of this corporation to any other corporation, person or other
     entity, or

          (iii)  any sale or lease to this corporation or any subsidiary thereof
     of any assets (except assets having an aggregate fair market value of less
     than $2,000,000) in exchange for voting securities (or securities
     convertible into voting securities or options, warrants, or rights to
     purchase voting securities or securities convertible into voting
     securities) of this corporation or any subsidiary by any other corporation,
     person or entity,

if as of the record date for the determination of stockholders entitled to
notice thereof and to vote thereon or consent thereto such other corporation,
person or entity which is party to such a transaction is the beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of stock of this
corporation entitled to vote in elections of directors, considered for the
purpose of this Article SEVENTH as one class.  Such affirmative vote or consent
shall be in addition to the vote or consent of the holders of the stock of this
corporation otherwise required by law or any agreement between this corporation
and any national securities exchange.

     (B) For purposes of this Article SEVENTH any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of stock of this
corporation,

          (i) which it owns directly, whether or not of record, or

                                       30

 
          (ii) which it has the right to acquire pursuant to any agreement or
     understanding or upon exercise of conversion rights, warrants or options or
     otherwise, or

          (iii)  which are beneficially owned, directly or indirectly (including
     shares deemed to be owned through application of clause (ii) above), by any
     "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
     General Rules and Regulations under the Securities Exchange Act of 1934 as
     in effect on July 1, 1970, or

          (iv) which are beneficially owned, directly or indirectly (including
     shares deemed owned through application of clause (iii) above), by any
     other corporation, person or entity with which it or its "affiliate" or
     "associate" has any agreement or arrangement or understanding for the
     purpose of acquiring, holding, voting or disposing of stock of this
     corporation.

For the purposes of this Article SEVENTH, the outstanding shares of any class of
stock of this corporation shall include shares deemed owned through the
application of clauses (B), (ii), (iii) and (iv) above, but shall not include
any other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants, options or otherwise.

     (C) The board of directors shall have the power and duty to determine for
the purposes of this Article SEVENTH on the basis of information known to this
corporation, whether

          (i) such other corporation, person or other entity beneficially owns
     more than 5% of the outstanding shares of stock of this corporation
     entitled to vote in elections of directors,

          (ii) a corporation, person, or entity is an "affiliate" or "associate"
     (as defined in Paragraph (B) above) of another,

          (iii)  the assets being acquired by this corporation, or any
     subsidiary thereof, have an aggregate fair market value of less than
     $2,000,000, and

          (iv) the memorandum of understanding referred to in Paragraph (D)
     below is substantially consistent with the transaction covered thereby.

Any such determination shall be conclusive and binding for all purposes of this
Article SEVENTH.

     (D) The provisions of this Article SEVENTH shall not apply to,

          (i) any merger or similar transaction with any corporation if the
     board of directors of this corporation has approved a memorandum of
     understanding with such other corporation with respect to such transaction
     prior to the time that such other corporation shall have become a
     beneficial owner of more than 5% of the outstanding shares of stock of this
     corporation entitled to vote in elections of directors; or

                                       31

 
          (ii) any merger or consolidation of this corporation with, or any sale
     or lease to this corporation or any subsidiary thereof of any assets of or
     sale or lease by this corporation or any subsidiary thereof of any of its
     assets to any corporation of which a majority of the outstanding shares of
     all classes of stock entitled to vote in elections of directors is owned of
     record or beneficially by this corporation and its subsidiaries.

     EIGHTH:   Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors and/or class of creditors, and or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     NINTH:  Meetings of stockholders may be held outside the State of Delaware,
if the by-laws so provide.  The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation.  Elections of directors need not be by
ballot unless the by-laws of the corporation shall so provide.

     TENTH:  The corporation reserves the rights to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     Notwithstanding any other provision of this Certificate of Incorporation or
the by-laws of this corporation (and in addition to any other vote that may be
required by law, this Certificate of Incorporation or the by-laws of this
corporation), the affirmative vote of the holders of 80% of all stock of this
corporation entitled to vote in elections of directors (considered for this
purpose as one class) shall be required to amend, alter, change, or repeal
Articles FIFTH, SIXTH, SEVENTH or TENTH of the Certificate of Incorporation.

     ELEVENTH:  No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or

                                       32

 
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
person benefit.  No amendment to or repeal of this Article ELEVENTH shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

                                       33

EX-99.A

 
                                                                   EXHIBIT 99(A)

ZAPATA STOCK REVERSE APPROVED,                             FOR IMMEDIATE RELEASE
14-CENT DIVIDEND TO BE PAID;                                      April 27, 1994
2ND QUARTER RESULTS REPORTED

     HOUSTON--A one-for-five reverse split of Zapata Corporation's common stock
was approved and financial results for the company's second quarter were
reported at Zapata's annual stockholders meeting here today.  As a result of the
reverse split approval, Zapata will begin paying a dividend on its common stock
in July.

     The reverse split takes effect on May 3 with Zapata exchanging one new
share of common stock for five current shares, reducing the overall number of
common shares outstanding from approximately 158.3 million to approximately 31.7
million shares, according to Zapata Chairman and Chief Executive Officer R.C.
Lassiter.  Zapata will shortly send letters to individual stockholders detailing
the exchange process.

     "Zapata's Board recommended the reverse split to Zapata stockholders
because we believe that by reducing the overall number of shares the share price
will increase, and in so doing increase the company's attractiveness as an
investment vehicle.  At its current share price, Zapata's stock falls below the
established price threshold of many institutional and other investors," Lassiter
said.

     Now that stockholders have approved the reverse split, Zapata will
implement a 14-cent per share annual dividend, to be paid quarterly (at 3.5-
cents per share) beginning in July to stockholders of record on June 30, 1994.
The dividend will mean a cash distribution to stockholders of approximately $1.1
million per quarter.

     At the stockholders meeting Lassiter reported that the company had net
income of $2.3 million for the quarter ended March 31, 1994, compared with a net
loss of $1.5 million for the second quarter of fiscal 1993.  Operating income
for the 1994 quarter was $1.3 million, versus an operating loss of $300,000 a
year earlier.  The company posted revenue of $75.2 million for the 1994 quarter,
compared with revenue of $71.9 million the year before.

     The Zapata Chairman noted that while operating results were improved
compared with the previous year, the 1994 second quarter included a $3.6 million
pretax gain from the sale of 375,000 shares of Tidewater Inc. common stock.

     "Zapata's natural gas processing operations did not perform as well as
anticipated because low world oil prices have depressed natural gas liquids
prices; however, the cost of natural gas, the feedstock for processing, has been
increasing, which resulted in a narrowing of the profit to be

                                       1

 
earned in gas processing.  As a consequence, Zapata's gas gathering and
processing subsidiary recorded an operating loss for the quarter," Lassiter
said.

     Operating income for Zapata's oil and gas production division was also
reduced due to production problems at the company's WISDOM gas property offshore
Texas.  A workover program on that property is nearly complete and should
restore production to acceptable levels, he said.

     Zapata's natural gas compression business recorded operating income of $2.4
million on revenues for the quarter of $28.1 million.  Comparative figures for
the year-earlier quarter are not available as Zapata acquired the business in
November 1993.

     The company's marine protein division recorded improved quarterly results,
compared with the previous year, because of increased sales volumes that were
carried over from the 1993 fishing season.  The 1994 menhaden fishing season
began in the Gulf of Mexico on April 18, and will begin in Chesapeake Bay on
May 2.

     For the six-month period ended March 31, Zapata reported net income of
$19.6 million, compared with a net loss of $500,000 for the year-earlier period.
Operating income for the 1994 period was $3.5 million, versus $2.2 million for
the first six months of fiscal 1993.  Revenues for the six months were $155.4
million, compared with revenues of $142.8 million the year before.  The six-
month figures include only five months of results from Zapata's natural gas
compression operations.

     In other business, Zapata stockholders re-elected Peter M. Holt, 45,
President and Chief Executive Officer of the Holt Companies, and Kristian Siem,
45, Chairman and Chief Executive Officer of Norex America, Inc., to three-year
terms on the company's seven-member Board of Directors.

     Zapata Corporation (NYSE symbol:  ZOS) is a Houston-based international
company primarily involved in natural gas services.  Zapata rents, fabricates
and services natural gas compression packages; and gathers and processes natural
gas.  Zapata also produces natural gas and marine protein products.

                                     --0--

PRESS CONTACTS:  Barney White, Vice President--Corporate Affairs,
                 (713) 940-6240.

FINANCIAL CONTACT:  David Skarke, Vice President--Corporate Development,
                 (713) 940-6148.

                                       2

 
                   INCOME STATEMENT:  SECOND FISCAL QUARTER
                  (Unaudited; in millions, except per share)


                                                       1994     1993
                                                      ------   ------
                                                               
 
Revenues                                               $75.2   $  71.9
                                                       -----   -------
 
Expenses:
  Operating                                             64.9      64.9
  Depreciation                                           4.0       3.6
  Administrative                                         5.0       3.7
                                                       -----   -------
                                                        73.9      72.2
                                                       -----   -------
 
Operating income (loss)                                  1.3      (0.3)
                                                       -----   -------
 
Interest expense, net                                   (1.4)     (3.2)
                                                       -----   -------
 
Other income (expense):
  Gain on sale of Tidewater
  common stock                                           3.6        --
  Other                                                  0.4       0.8
                                                       -----   -------
                                                         4.0       0.8
                                                       -----   -------
 
Income (loss) before income taxes                        3.9      (2.7)
 
Provision for income taxes                               1.6      (1.2)
                                                       -----   -------
 
Net income (loss)                                        2.3      (1.5)
 
Preferred stock dividends                                0.1       0.1
                                                       -----   -------
 
Net income (loss) to common stock                      $ 2.2     ($1.6)
                                                       =====   =======
 
Net income (loss) per common share                     $0.07*   ($0.06)*
                                                       =====   =======
Average common shares and
 equivalents outstanding                                32.1*     25.8*
 

*After giving effect for the 1-for-5 reverse stock split.

                                       3

 
                 INCOME STATEMENT:  SIX MONTHS ENDED MARCH 31
                  (Unaudited; in millions, except per share)


 
                                                       1994      1993
                                                      ------   -------
                                                             
 
Revenues                                              $155.4   $ 142.8
                                                      ------   -------
 
Expenses:
  Operating                                            135.0     126.7
  Depreciation                                           7.5       7.3
  Administrative                                         9.4       6.6
                                                      ------   -------
                                                       151.9     140.6
                                                      ------   -------
 
Operating income                                         3.5       2.2
                                                      ------   -------
 
Interest expense, net                                   (4.5)     (6.5)
                                                      ------   -------
 
Other income (expense):
  Gain on sale of Tidewater
   common stock                                         37.5       --- 
  Other                                                 (5.9)      2.6
                                                      ------    ------
                                                        31.6       2.6
                                                      ------    ------
 
Income (loss) before income taxes                       30.6      (1.7)
 
Provision for income taxes                              11.0      (1.2)
                                                      ------   -------
 
Net income (loss)                                       19.6      (0.5)
 
Preferred stock dividends                                0.2       0.2
                                                      ------   -------
 
Net income (loss) to common stock                     $ 19.4     ($0.7)
                                                      ======   =======
 
Net income (loss) per common share                    $ 0.61*   ($0.03)*
                                                      ======   =======
 
Average common shares and
  equivalents outstanding                               31.6*     25.7*
 

*After giving effect to the 1-for-5 Reverse Stock Split


                                       4


 
DIVISIONAL REVENUES AND OPERATING INCOME:  SECOND FISCAL QUARTER
(Unaudited; in millions)

 
 
 
                                                         1994        1993
                                                        ------      ------
                                                                 
Revenues
  Natural Gas Compression                               $ 15.5      $ ---*
  Natural Gas Gathering/Processing                        35.0       57.0
  Oil & Gas                                                2.8        5.2
  Marine Protein                                          21.9        9.7
                                                        ------     ------
                                                         $75.2     $ 71.9
                                                        ======     ======
 
Operating income (loss)
  Natural Gas Compression                               $  1.4     $ ---*
  Natural Gas Gathering/Processing                        (0.8)      ---  
  Oil & Gas                                                0.4       1.3
  Marine Protein                                           2.1       0.4
  Corporate                                               (1.8)     (2.0)
                                                        ------     -----
                                                        $  1.3     ($0.3)
                                                        ======     =====


*Zapata entered the natural gas compression business with the acquisition of
Energy Industries, Inc., in  November 1993, so  comparative figures for the
previous fiscal year are not available.


                                       5

 
DIVISIONAL REVENUES AND OPERATING INCOME:  SIX MONTHS ENDED MARCH 31
(Unaudited; in millions)

 
 
 
                                                            1994     1993
                                                          -------   ------
                                                                    
Revenues
  Natural Gas Compression                                 $ 28.1**  $  ---*
  Natural Gas Gathering/Processing                          78.5     107.7
  Oil & Gas                                                  6.2      12.4
  Marine Protein                                            42.6      22.7
                                                          ------    ------
                                                          $155.4    $142.8
                                                          ======    ======
 
Operating income (loss)
  Natural Gas Compression                                 $ 2.4**   $  ---*
  Natural Gas Gathering/Processing                         (0.2)       0.2
  Oil & Gas                                                 0.6        4.4
  Marine Protein                                            3.9        0.9
  Corporate                                                (3.2)      (3.3)
                                                          ------    ------
                                                          $  3.5    $  2.2
                                                          =======   ======

*Zapata entered the natural gas compression business with the acquisition of
Energy Industries, Inc., in  November 1993, so  comparative figures for the
previous fiscal year are not available.

**Five month's results.

                                       6