0000950123-01-507108.txt : 20011018
0000950123-01-507108.hdr.sgml : 20011018
ACCESSION NUMBER: 0000950123-01-507108
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011010
GROUP MEMBERS: MALCOLM I GLAZER FAMILY LIMITED PARTNERSHIP
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GLAZER MALCOLM I
CENTRAL INDEX KEY: 0000905293
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 1482 SOUTH OCEAN BLVD
CITY: PALM BEACH
STATE: FL
ZIP: 33480
BUSINESS PHONE: 4078351482
MAIL ADDRESS:
STREET 2: 1482 SOUTH OCEAN BLVD
CITY: PLAM BEACH
STATE: FL
ZIP: 33480
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ZAPATA CORP
CENTRAL INDEX KEY: 0000109177
STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070]
IRS NUMBER: 741339132
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-07499
FILM NUMBER: 1756249
BUSINESS ADDRESS:
STREET 1: 1717 ST JAMES PL STE 550
STREET 2: PO BOX 4240
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 7139406100
MAIL ADDRESS:
STREET 1: 1717 ST JAMES PLACE
STREET 2: P.O. BOX 4240 SUITE 550
CITY: HOUSTON
STATE: TX
ZIP: 77210-4240
FORMER COMPANY:
FORMER CONFORMED NAME: ZAPATA NORNESS INC
DATE OF NAME CHANGE: 19720314
FORMER COMPANY:
FORMER CONFORMED NAME: ZAPATA OFF SHORE CO
DATE OF NAME CHANGE: 19690115
SC 13D/A
1
y53852dasc13da.txt
AMENDMENT NO. 17 TO SCHEDULE 13D
1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 17)
ZAPATA CORPORATION
------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class Securities)
989070602000
------------
(CUSIP Number)
WILLIAM SONDERICKER
MALCOLM I. GLAZER FAMILY LIMITED PARTNERSHIP
270 COMMERCE DRIVE
ROCHESTER, NEW YORK 14623
(716) 359-3000
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
SEPTEMBER 26, 2001
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act. (However, see the Notes).
2
CUSIP NO. 989070602000 Page 2 of 6
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer Family Limited Partnership, a Nevada limited partnership
I.R.S. Id. No. - 86-0846220
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
PF, AF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER
1,146,438
------------------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH ------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,146,438
------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,438
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
PN
3
CUSIP NO. 989070602000 Page 3 of 6
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer
Social Security No. ###-##-####
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER
1,146,438
------------------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
WITH ------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,146,438
------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,438
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
-3-
4
CUSIP NO. 989070602000 Page 4 of 6
INTRODUCTORY NOTE
This Amendment No. 17 ("Amendment No. 17") amends and supplements the
Schedule 13D and statement attached thereto, as previously amended
("Schedule 13D"), filed on behalf of The Malcolm Glazer Trust and Malcolm I.
Glazer ("Glazer" and together with the Malcolm I. Glazer Family Limited
Partnership, the "Reporting Persons") relating to the common stock, par value
$.01 per share, of Zapata Corporation ("Zapata"), and is hereby filed on behalf
of the Reporting Persons. All capitalized terms used in this Amendment No. 17
and not otherwise defined herein have the meanings previously ascribed to such
terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
(a) On or about December 19, 1996, Glazer as Trustee of The Malcolm
Glazer Revocable Trust (the "Glazer Trust") transferred to the Malcolm I. Glazer
Family Limited Partnership (the "Glazer LP") 10,395,384 shares of Zapata common
stock. The Glazer LP is a Nevada limited partnership, with Malcolm I. Glazer GP,
Inc. (the "GP") as its sole general partner and the Glazer Trust as its sole
limited partner. The GP's sole executive officer, director and shareholder is
Glazer.
(b) The business address of the Glazer LP is 270 Commerce Drive,
Rochester, New York 14623. The business address of Glazer is 270 Commerce Drive,
Rochester, New York 14623.
(d) - (e) None of the Reporting Persons during the last five years has
been convicted in a criminal proceeding or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which subjected or subjects it to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Glazer LP is a Nevada limited partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The Glazer LP acquired the Zapata shares in the transactions described
in Item 4 below with a capital contribution of personal funds from Mr. Glazer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
On September 26 and 27, 2001, in separate broker assisted open market
transactions, the Glazer LP acquired 49,000 shares of Zapata common stock for
$16.69 per share and 23,400 shares of Zapata common stock for $16.74 per share,
respectively, for an aggregate price of $1,209,707.80. These shares were
acquired for investment purposes. At this time, the Reporting Persons do not
have a present intention to acquire additional shares of Zapata, although they
reserve the right to do so in open market transactions, private purchases or
from treasury. Further, the Reporting Persons do not have the present intention
or any plan or proposal to effect any of the transactions listed in Items
4(a)-(j) of Regulation 13D.
The purpose of the acquisitions was to increase the holdings of the
Glazer LP in the securities of Zapata.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following:
-4-
5
CUSIP NO. 989070602000 Page 5 of 6
(a) The Reporting Persons are the beneficial owners of 1,146,438 shares
of Zapata common stock, which constitutes approximately 47.3% of Zapata's
outstanding shares of common stock. The ownership of 1,111,938 shares by The
Glazer LP is the result of the transfer described in Item No.2, Zapata's
1-for-10 reverse split of its outstanding common stock effective January 30,
2001, and the transactions described in Item No. 4. The remaining 34,500 shares
beneficially owned by the Reporting Persons are purchasable presently or within
60 days after the date hereof by Glazer pursuant to options granted by Zapata to
Glazer under certain stock option plans. The percentage given is based upon the
2,390,849 shares of Zapata common stock reported as outstanding on August 1,
2001 by Zapata on its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2001, plus the 34,500 shares purchasable presently or within 60 days
after the date hereof pursuant to stock options granted to Glazer.
(b) The responses of the Reporting Persons to Items 7 through 11 of the
portions of the cover pages of this Schedule 13D which relate to beneficial
ownership of shares of the Common Stock are incorporated herein by reference.
Additionally, the GP, as the sole general partner of the Glazer LP, has the sole
power to vote or to direct the vote and the sole power to dispose of, or to
direct the disposition of the Common Stock held by the Glazer LP.
(c) On September 26 and 27, 2001, in separate open market transactions,
The Glazer LP acquired 49,000 shares of Zapata common stock for $16.69 per share
and 23,400 shares of Zapata common stock for $16.74 per share. The Glazer LP
acquired the Zapata shares with a capital contribution of personal funds from
Glazer.
(d) Not applicable.
(e) Not applicable.
-5-
6
CUSIP NO. 989070602000 Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 9, 2001
MALCOLM I. GLAZER FAMILY
LIMITED PARTNERSHIP
By: /s/ Malcolm I. Glazer
----------------------------------------
Name: Malcolm I. Glazer
Title: President of Malcolm I. Glazer GP, Inc.,
General Partner
/s/ Malcolm I. Glazer
-----------------------------------------------
Malcolm I. Glazer
-6-