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 (date of earliest event reported): April 9, 1996
ZAPATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware I-4219 C-74-1339132
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1717 St. James Place, Suite 550
Houston, Texas 77056
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 940-6100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 9, 1996, Zapata Corporation, a Delaware corporation (the "Company"),
sold substantially all of the assets of its natural gas gathering and processing
business conducted by its Cimarron Gas Holding Company ("Cimarron") subsidiary
to Conoco Inc. ("Conoco") and Enogex Products Corporation ("Enogex"). Conoco
purchased certain of the Texas-based assets and Enogex purchased certain of the
Oklahoma-based assets of Cimarron. The aggregate cash consideration paid by
Conoco and Enogex totaled $23 million, subject to final post-closing date
adjustments provided for in the agreement relating to the sale.
A copy of the agreement dated March 26, 1996 is attached as Exhibit 2.1 hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
Filed herewith is pro forma financial information for Zapata Corporation and
subsidiary companies as of December 31, 1995.
UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENT
The following unaudited pro forma condensed balance sheet reflects the financial
position of the Company as of December 31, 1995 historically and on a pro forma
basis giving effect to the sale of Cimarron's assets as if the sale had been
consummated as of December 31, 1995. This unaudited pro forma balance sheet
should be read in conjunction with the historical consolidated financial
statements of the Company and related notes and "Management's Discussion and
Analysis of Results of Operations and Financial Conditions" contained in the
Company's Annual Report on Form 10-K for the year ended September 30, 1995. The
unaudited pro forma condensed balance sheet set forth below is not necessarily
indicative of what the actual financial condition would have been had this event
occurred as of the date indicated.
ZAPATA CORPORATION
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 1995
(IN THOUSANDS)
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS TOTAL
---------- ----------- ---------
Current assets:
Cash and cash equivalents $102,075 $ 23,026 $121,679
(1,593)
(1,829)
Receivables 9,992 899 10,891
Inventories:
Fish products 19,353 19,353
Materials, parts and supplies 3,244 3,244
Prepaid expenses and other current
assets 3,043 3,043
Net assets of discontinued operations 21,475 (21,475) -
--------- ---------- ---------
Total current assets 159,182 (972) 158,210
--------- ---------- ---------
Investments and other assets:
Notes receivable 8,864 8,864
Investments in unconsolidated affiliates 18,271 18,271
Deferred income taxes 4,585 2,354 6,939
Other assets 16,145 16,145
--------- ---------- ---------
47,865 2,354 50,219
--------- ---------- ---------
Property and equipment 74,958 74,958
Accumulated depreciation (35,810) (35,810)
--------- ---------- ---------
39,148 - 39,148
--------- ---------- ---------
Total assets $ 246,195 $ 1,382 $247,577
========= ========== =========
Current liabilities:
Current maturities of long-term debt $ 8,357 $ 8,357
Accounts payable and accrued
liabilities 24,801 4,400 29,201
Net liabilities of discontinued
operations - 482 482
--------- ---------- ---------
Total current liabilities 33,158 4,882 38,040
--------- ---------- ---------
Long-term debt 34,179 34,179
--------- ---------- ---------
Other liabilities 19,293 19,293
--------- ---------- ---------
Stockholders' equity:
Preferred and preference stock 3 3
Common stock 7,387 7,387
Capital in excess of par value 131,962 131,962
Reinvested earnings from
October 1, 1990 20,213 (3,500) 16,713
---------- ---------- ---------
159,565 (3,500) 156,065
---------- ----------- ---------
Total liabilities and stockholders'
equity $246,195 $ 1,382 $247,577
========== =========== =========
The following note sets forth the explanations and assumptions used in preparing
the unaudited pro forma condensed balance sheet as of December 31, 1995 (amounts
in thousands).
The Company completed the sale of substantially all of the assets of Cimarron
for $23,026 on April 9, 1996. The remaining assets are expected to be sold for
approximately $899 within the next few months. These sales are expected to
result in net proceeds to the Company of approximately $15,204 comprised of
gross proceeds of $23,925 less: a $1,593 repayment of debt, $4,400 in estimated
federal and state income taxes and $1,829 in estimated commissions, fees,
severance and other expenses. As a result of the Company's decision to sell the
assets of Cimarron, the results of Cimarron's operations have been reported as a
discontinued operation. The sale resulted in an estimated after-tax book loss of
$3,500 which is based on sales proceeds of $23,925 less: $22,984 for the book
value of the assets sold and to be sold and the write-off of remaining
unamortized goodwill and deferred cost balances and $1,829 for estimated
commissions, fees, severance and other expenses associated with the sale. The
estimated loss also includes pre-tax losses from operations of approximately
$566 incurred from September 30, 1995 to the date of sale and a $2,048 book tax
provision.
(C) EXHIBITS.
2.1 Purchase and Sale Agreement dated March 26, 1996 by and among Cimarron
Gas Holding Company, Conoco Inc. and Enogex Products Corporation.
2.2 Amendment and Clarification of Purchase and Sale Agreement, Waiver and
Closing Agreement dated April 9, 1996.
The Company agrees to furnish supplementally a copy of any omitted schedule
to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZAPATA CORPORATION
By: /s/ Joseph L. von Rosenberg, III
--------------------------------------
Joseph L. von Rosenberg, III
Executive Vice President, General
Counsel and Secretary
Date: April 23, 1996
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