EXHIBIT 99.2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. __)*
Under the Securities Exchange Act of 1934
SAFETY COMPONENTS INTERNATIONAL, INC.
-------------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class Securities)
786474205
---------
(CUSIP Number)
LEONARD DISALVO
VICE PRESIDENT -- FINANCE AND CFO
ZAPATA CORPORATION
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NEW YORK 14618
TEL. (585) 242-2000
COPIES TO:
GORDON E. FORTH, ESQ.
WOODS OVIATT GILMAN LLP
700 CROSSROADS BUILDING
TWO STATE STREET
ROCHESTER, NEW YORK 14614
TEL. (585) 987-2800
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
SEPTEMBER 18, 2003
-------------------------------------
(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 / /.
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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).
Page 6 of 23
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zapata Corporation
74-1339132
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
(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
2,663,905 shares
------------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH ------------------------------------------------
(9) SOLE DISPOSITIVE POWER
2,663,905 shares
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,663,905 shares
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) / /
- --------------------------------------------------------------------------------
Page 7 of 23
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of the Common Stock, par value $.01 per
share ("Common Stock") of Safety Components International, Inc. (the "Issuer").
The Issuer's principal executive office is located at 41 Stevens Street,
Greenville, South Carolina 29605.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is submitted by Zapata Corporation ("Zapata"), a
corporation organized under the laws of the State of Nevada. Zapata is a holding
company which currently has one principal operating company, Omega Protein
Corporation (NYSE: "OME"), in which it has a 60% ownership interest. Omega
Protein is the nation's largest marine protein company. In addition, Zapata owns
98% of its subsidiary, Zap.Com Corporation (OTCBB: "ZPCM"), which is a public
shell corporation. Zapata's principal business and office address is 100
Meridian Centre, Suite 350, Rochester, New York 14618.
Zapata has not, during the last five years, been convicted in a criminal
proceeding and has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Information as to the identity and background of the directors, executive
officers and controlling person of Zapata is set forth in Appendix A attached
hereto, which is incorporated herein by reference. All of the individuals
indicated in Appendix A are U.S. citizens and each such person disclaims
beneficial ownership of the Common Stock beneficially owned by Zapata.
Neither Zapata nor, to the best knowledge of Zapata, the individuals
listed in Appendix A, have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
have not, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of September 23, 2003, Zapata had invested $30.9 million (inclusive of
brokerage commissions) in shares of Common Stock. The source of these funds is
Zapata's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION
Zapata purchased shares of Common Stock to establish a significant equity
interest in the Issuer. Depending upon overall market conditions, other
investment opportunities, the availability of Common Stock at desirable prices,
the Issuer's financial condition, business prospects and other developments
concerning the Issuer or Zapata, Zapata may endeavor to
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increase its position in the Issuer through, among other things, the purchase of
Common Stock in open market or private transactions or to dispose of its Common
Stock, in all cases on such terms and at such times as Zapata deems advisable.
Zapata plans to contact the Issuer. Depending on Zapata's on-going
evaluation of the Issuer as well as other factors which Zapata deems relevant,
Zapata may discuss with the Issuer, among other matters, representation on the
Issuer's board of directors and take such other actions as it deems appropriate,
including, without limitation, communicating with other stockholders of the
Issuer, presenting proposals for consideration or nominees for election as
directors at a meeting of the Issuer's stockholders or offering to acquire the
Issuer. Zapata reserves the right to change its intention with respect to any
and all matters referred to in this Item 4. Except as set forth in this Item 4,
the Issuer does not have any present plans or proposals which relate to or would
result in any of the matters set forth in paragraphs (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, Zapata beneficially owns
2,663,905 shares of Common Stock. Based on information contained in the most
recently available filing by the Issuer with the Securities and Exchange
Commission, such shares constitute approximately 53.7% of the issued and
outstanding shares of Common Stock. To the knowledge of Zapata, no shares of
Common Stock are beneficially owned by any of the persons enumerated in
Instruction C to Schedule 13D.
(b) Zapata has the sole power to vote and sole power to dispose of
2,663,905 shares of Common Stock.
(c) The following is a description of all transactions in the Common Stock
within the last 60 days. Each transaction was a privately negotiated block
purchase by Zapata.
SETTLEMENT DATE
OF TRANSACTION NO. OF SHARES PRICE PER SHARE
-------------- ------------- ---------------
9/23/03 844,027 $11.25
9/23/03 9,687 $11.25
9/23/03 1,285,191 $11.75
9/23/03 525,000 $11.75
(d) No person other than Zapata is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of,
such shares of the Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Page 10 of 23
Each of the sellers of the shares of Common Stock have executed and
delivered to Zapata irrevocable proxies to vote at the Issuer's 2003 annual
meeting of stockholders the shares of Common Stock held by them or with respect
to which they have the right to vote as of the record date for such annual
meeting. Copies of the proxies are filed as exhibit 1 through 4 and are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Irrevocable Proxy dated September 26, 2003 executed by Putnam Investment
Management, LLC in favor of Zapata
2. Irrevocable Proxy dated September 26, 2003 executed by Putnam Fiduciary
Trust Company on behalf of Marsh & McLennan Companies, Inc. in favor of
Zapata
3. Irrevocable Proxy dated September 26, 2003 executed by Wayland Investments
Fund, LLC in favor of Zapata
4. Irrevocable Proxy dated September 26, 2003 executed by Jefferies &
Company, Inc. in favor of Zapata
Page 11 of 23
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: September 29, 2003
ZAPATA CORPORATION
By: /s/ Leonard DiSalvo
---------------------
Name: Leonard DiSalvo
Title: VP -- Finance and CFO
Page 12 of 23
APPENDIX A
Position with Zapata and
Name and Residence or Business Address Principal Occupation or Employment
- -------------------------------------- ----------------------------------
Malcolm I. Glazer Family Limited Partnership,
a Nevada limited partnership Controlling Stockholder
270 Commerce Drive
Rochester, New York 14623
Malcolm I. Glazer Sole executive officer, director and shareholder of Malcolm I. Glazer, GP,
1482 South Ocean Boulevard Inc., sole general partner of the Malcolm I. Glazer Family Limited
Palm Beach, Florida 33480 Partnership; Private Investor
Avram A. Glazer Chairman of the Board, President and
100 Meridian Centre, Suite 350 Chief Executive Officer
Rochester, New York 14618
Leonard DiSalvo Vice President Finance - Chief
100 Meridian Centre, Suite 350 Financial Officer
Rochester, New York 14618
Gordon E. Forth, Esq. Corporate Secretary, Partner - Woods Oviatt Gilman, LP.
700 Crossroads Building
2 State Street
Rochester, New York 14614
Robert V. Leffler, Jr. Director, Owner- The Leffler Agency
2607 N. Charles Street
Baltimore, Maryland 21218
Warren H. Gfeller Director, Principal in Clayton/Hamilton Equities, L.L.C., Stranger Valley
5428 Payne Court Company, L.L.C. and Tatgc Chemical and Manufacturing, Inc.
Shawnee, Kansas 66226
Bryan G. Glazer Director, Employed by, and works on behalf of a number of entities owned and
One Buccaneer Place controlled by Malcolm I. Glazer, including The Tampa Bay Buccaneers, a
Tampa, Florida 33607 National Football League franchise
Page 13 of 23
Position with Zapata and
Name and Residence or Business Address Principal Occupation or Employment
- -------------------------------------- ----------------------------------
Edward S. Glazer Director, Employed by, and works on behalf of a number of entities owned and
One Buccaneer Place controlled by Malcolm I. Glazer, including The Tampa Bay Buccaneers, a
Tampa, Florida 33607 National Football League franchise
Darcie S. Glazer Director, Employed by, and works on behalf of, Malcolm I. Glazer and a number
4380 N. Bay Road of entities owned and controlled by Malcolm I. Glazer, including First Allied
Miami Beach, Florida 33140 Corporation
John R. Halldow Director, Director of Public Affairs for Rural Metro Medical Services
10 Line Street
Pittsford, New York 14534
Page 14 of 23
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Irrevocable Proxy dated September 26, 2003 executed by
Putnam Investment Management, LLC in favor of Zapata
2 Irrevocable Proxy dated September 26, 2003 executed by
Putnam Fiduciary Trust Company on behalf of Marsh & McLennan
Companies, Inc. in favor of Zapata
3 Irrevocable Proxy dated September 26, 2003 executed by
Wayland Investments Fund, LLC in favor of Zapata
4 Irrevocable Proxy dated September 26, 2003 executed by
Jefferies & Company, Inc. in favor of Zapata
Page 15 of 23
EXHIBIT 1
IRREVOCABLE PROXY
The undersigned hereby constitutes and appoints Avram Glazer in his
capacity as President and Chief Executive Officer of Zapata Corporation, a
Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY
HOLDER"), each as their attorney-in-fact and grants to each of them an
irrevocable proxy, pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote at any annual or special meeting of stockholders
of Safety Components International Corporation, a Delaware corporation ("SAFETY
COMPONENTS"), or any adjournment or postponement thereof, or to execute and
deliver written consents or otherwise act in such manner as each such
attorney-in-fact and proxy shall, in his sole and absolute discretion, deem
proper with respect to the number of shares of capital stock of Safety
Components listed below, and any and all other shares or securities of Safety
Components issued or issuable with respect thereto as fully, to the same extent
and with the same effect, as the undersigned might or could do under any
applicable laws or regulations governing the rights and powers of stockholders
of a Delaware corporation, and severally grants to each such Proxy Holder full
power of substitution and resubstitution. This proxy is irrevocable (to the
fullest extent permitted by law), coupled with an interest, and is granted in
consideration of Zapata's purchase of the shares with respect to which this
proxy is granted. All prior powers of attorney and proxies granted by the
undersigned at any time with respect to such shares or securities is hereby
revoked and no subsequent powers of attorney, proxies, consents or revocations
may be given at any time by the undersigned with respect thereto (and if given,
will not be deemed effective).
By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify,
defend and hold harmless the undersigned from any and all claims, actions or
damages or losses related to or arising out of Zapata's exercise of its rights
under this Irrevocable Proxy.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its
duly authorized representative to execute this proxy as of the date written
below.
Dated this 26th day of September 2003.
PUTNAM INVESTMENT MANAGEMENT, LLC
ON BEHALF OF
Putnam High Yield Trust
Number of shares 395,677
----------------
Putnam High Yield Advantage
Number of shares 170,877
----------------
Putnam Asset Allocation: Conservative Portfolio
Number of shares 1,873
----------------
Putnam Variable Trust - Putnam VT Income Fund
Number of shares 53,517
----------------
Putnam High Yield Fixed Income Fund, LLC
Number of shares 1,111
----------------
Putnam Asset Allocation: Growth Portfolio
Number of shares 6,366
----------------
Putnam Master Income Trust
Number of shares 15,520
----------------
Putnam Premier Income Trust
Number of shares 39,603
----------------
Putnam Diversified Income Trust
Number of shares 148,779
----------------
Putnam Master Intermediate Income Trust
Number of shares 10,704
----------------
By: /s/ Michael E. DeFao
-------------------------------------
Name; Michael E. DeFao
Title: Vice President and Assistant Secretary
Page 17 of 23
EXHIBIT 2
IRREVOCABLE PROXY
The undersigned hereby constitutes and appoints Avram Glazer in his
capacity as President and Chief Executive Officer of Zapata Corporation, a
Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY
HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable
proxy, pursuant to the provisions of Section 212 of the Delaware General
Corporation Law to vote at any annual or special meeting of stockholders of
Safety Components International Corporation, a Delaware corporation ("SAFETY
COMPONENTS"), or any adjournment or postponement thereof, or to execute and
deliver written consents or otherwise act in such manner as each such
attorney-in-fact and proxy shall, in his sole and absolute discretion, deem
proper with respect to the number of shares of capital stock of Safety
Components listed below, and any and all other shares or securities of Safety
Components issued or issuable with respect thereto as fully, to the same extent
and with the same effect, as the undersigned might or could do under any
applicable laws or regulations governing the rights and powers of stockholders
of a Delaware corporation, and grants to each such Proxy Holder full power of
substitution and resubstitution. This proxy is irrevocable (to the fullest
extent permitted by law), coupled with an interest, and is granted in
consideration of Zapata's purchase of the shares with respect to which this
proxy is granted. All prior powers of attorney and proxies granted by the
undersigned at any time with respect to such shares or securities is hereby
revoked and no subsequent powers of attorney, proxies, consents or revocations
may be given at any time by the undersigned with respect thereto (and if given,
will not be deemed effective).
By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify,
defend and hold harmless the undersigned from any and all claims, actions or
damages or losses related to or arising out of Zapata's exercise of its rights
under this Irrevocable Proxy.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this proxy or
caused its duly authorized representative to execute this proxy as of the date
written below.
Dated this 26th day of September 2003.
PUTNAM FIDUCIARY TRUST COMPANY
On Behalf of
Marsh & McLennan Companies, Inc.
US Retirement Plan - High Yield
Number of shares 9,687
By: /s/Michael E. DeFao
Name: Michael E. DeFao
Title: Vice President and Assistant Secretary
Page 19 of 23
EXHIBIT 3
IRREVOCABLE PROXY
The undersigned hereby constitutes and appoints Avram Glazer in his
capacity as President and Chief Executive Officer of Zapata Corporation, a
Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY
HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable
proxy, pursuant to the provisions of Section 212 of the Delaware General
Corporation Law to vote at any annual or special meeting of stockholders of
Safety Components International Corporation, a Delaware corporation ("SAFETY
COMPONENTS"), or any adjournment or postponement thereof, or to execute and
deliver written consents or otherwise act in such manner as each such
attorney-in-fact and proxy shall, in his sole and absolute discretion, deem
proper with respect to the number of shares of capital stock of Safety
Components listed below, and any and all other shares or securities of Safety
Components issued or issuable with respect thereto as fully, to the same extent
and with the same effect, as the undersigned might or could do under any
applicable laws or regulations governing the rights and powers of stockholders
of a Delaware corporation, and grants to each such Proxy Holder full power of
substitution and resubstitution. This proxy is irrevocable (to the fullest
extent permitted by law), coupled with an interest, and is granted in
consideration of Zapata's purchase of the shares with respect to which this
proxy is granted. All prior powers of attorney and proxies granted by the
undersigned at any time with respect to such shares or securities is hereby
revoked and no subsequent powers of attorney, proxies, consents or revocations
may be given at any time by the undersigned with respect thereto (and if given,
will not be deemed effective).
By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify,
defend and hold harmless the undersigned from any and all claims, actions or
damages or losses related to or arising out of Zapata's exercise of its rights
under this Irrevocable Proxy.
[SIGNATURE PAGE FOLLOWS]
Page 20 of 23
IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its
duly authorized representative to execute this proxy as of the date written
below.
Dated this 26th day of September 2003.
WAYLAND INVESTMENTS FUND, LLC
By: CFSC Wayland Advisors, Inc., its Manager
Number of shares 1,285,191
By: /s/Patrick J. Halloran
Name: Patrick J. Halloran
Title: Vice President
Page 21 of 23
EXHIBIT 4
IRREVOCABLE PROXY
The undersigned hereby constitutes and appoints Avram Glazer in his
capacity as President and Chief Executive Officer of Zapata Corporation, a
Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY
HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable
proxy, pursuant to the provisions of Section 212 of the Delaware General
Corporation Law to vote at any annual or special meeting of stockholders of
Safety Components International Corporation, a Delaware corporation ("SAFETY
COMPONENTS"), or any adjournment or postponement thereof, or to execute and
deliver written consents or otherwise act in such manner as each such
attorney-in-fact and proxy shall, in his sole and absolute discretion, deem
proper with respect to the number of shares of capital stock of Safety
Components listed below, and any and all other shares or securities of Safety
Components issued or issuable with respect thereto as fully, to the same extent
and with the same effect, as the undersigned might or could do under any
applicable laws or regulations governing the rights and powers of stockholders
of a Delaware corporation, and grants to each such Proxy Holder full power of
substitution and resubstitution. This proxy is irrevocable (to the fullest
extent permitted by law), coupled with an interest, and is granted in
consideration of Zapata's purchase of the shares with respect to which this
proxy is granted. All prior powers of attorney and proxies granted by the
undersigned at any time with respect to such shares or securities is hereby
revoked and no subsequent powers of attorney, proxies, consents or revocations
may be given at any time by the undersigned with respect thereto (and if given,
will not be deemed effective).
By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify,
defend and hold harmless the undersigned from any and all claims, actions or
damages or losses related to or arising out of Zapata's exercise of its rights
under this Irrevocable Proxy.
The undersigned hereby represents and warrants that it has obtained an
Irrevocable Proxy in substantially the same form as this Irrevocable Proxy from
each of the persons or entities who were holders of record of the shares listed
below on September 3, 2003.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its
duly authorized representative to execute this proxy as of the date written
below.
Dated this 26th day of September 2003.
JEFFERIES & COMPANY, INC.
On behalf of each of its affiliates and funds
under management
Number of shares 525,000
By: /s/ Robert J. Welch
Name: Robert J. Welch
Title: Senior Vice President
Page 23 of 23
ZAPATA CORPORATION ACQUIRES MAJORITY STAKE IN SAFETY
COMPONENTS INTERNATIONAL, INC.
ROCHESTER, NEW YORK, September 29, 2003 -- Zapata Corporation (NYSE: "ZAP")
announced today that it has purchased 2,663,905 shares of common stock in Safety
Components International, Inc. (OTCBB:"SAFY") in privately negotiated
transactions at a purchase price of $30.9 million or $11.59 per share. As a
result of the purchases Zapata holds approximately 53.7% of Safety Components'
outstanding shares.
Avram Glazer, President and Chief Executive Officer of Zapata, said, "We are
pleased to become an important stockholder in Safety Components International.
We believe that Safety Components presents an exciting opportunity for Zapata
and its stockholders and are impressed with the company's management."
Safety Components International is an independent supplier of automotive airbag
fabric and cushions and technical fabrics with operations in North America and
Europe. Safety Components sells airbag fabric domestically and cushions
worldwide to the major airbag module integrators that outsource such products.
Safety Components is also a manufacturer of value-added technical fabrics used
in a variety of niche industrial and commercial applications such as ballistics
material for luggage, filtration, military tents and fire service apparel. For
the year ended March 29, 2003, Safety Components reported sales of $244.3
million and income from continuing operations of $7.9 million. For the thirteen
weeks ended June 28, 2003, Safety Components reported sales of $67.4 million and
net income of $4.4 million.
ABOUT ZAPATA CORPORATION:
Zapata Corporation is a holding company which currently has one principal
operating company, Omega Protein Corporation (NYSE: "OME"), in which it has a
60% ownership interest. Omega Protein is the nation's largest marine protein
company. In addition, Zapata owns 98% of its subsidiary, Zap.Com Corporation
(OTCBB: "ZPCM"), which is a public shell corporation.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: The statements contained in this press release which are not historical
fact are forward-looking statements based upon management's current expectations
that are subject to risks and uncertainties that could cause actual results,
events and developments to differ materially from those set forth in or implied
by forward looking statements. Factors that could cause actual results, events
and developments to differ include, without limitation, those factors listed
under the caption "Significant Factors That Could Affect Future Performance And
Forward Looking Statements" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002. Consequently all forward looking statements made
herein are qualified by these cautionary statements and there can be no
assurance that the actual results, events or developments referenced herein will
occur or be realized.
Contact:
Zapata Corporation
Leonard DiSalvo
585 242-8703
www.zapatacorp.com