UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
Safety Components International, Inc.
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(Name of Issuer)
Common Stock
(Title of Class Securities)
786474205
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(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
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
March 18, 2004
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(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).
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zapata Corporation
74-1339132
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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(7) SOLE VOTING POWER
4,162,394 shares
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NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH ---------------------------------------
(9) SOLE DISPOSITIVE POWER
4,162,394 shares
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,162,394 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.6%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by
Zapata Corporation ("Zapata") to amend its original Schedule 13D filed September
29, 2003 by Zapata, as amended by Amendment No. 1 filed October 6, 2003,
Amendment No. 2 filed October 9, 2003, Amendment No. 3 filed October 14, 2003,
and Amendment No. 4 filed November 14, 2003 (the "Schedule 13D"), relating to
the common stock, par value $0.01 per share (the "Common Stock"), of Safety
Components International, Inc., a Delaware corporation (the "Issuer"). This
Amendment No. 5 amends the Schedule 13D to include additional information in
Item No. 4. All other items that remain unchanged from the Schedule 13D are not
repeated herein, but are incorporated herein by reference.
Item 4. Purpose of the Transaction
Zapata Corporation has agreed with its 83% owned subsidiary, Safety
Components International, Inc., not to proceed at this time with negotiations
to acquire the remaining outstanding publicly-held shares of Safety Components'
common stock. Zapata had previously announced on November 14, 2003 that it
submitted to Safety Components' Board of Directors a non-binding preliminary
indication of interest to acquire Safety Components' remaining outstanding
publicly-held shares at a price of $11.49 per share. A special committee of
Safety Components' Board of Directors, formed to evaluate the proposal,
subsequently determined that it could not approve or recommend the proposed
transaction to Safety Components' remaining shareholders. Subsequent to further
discussions with that special committee, the parties did not reach agreement on
the terms, including the acquisition price, of a proposed transaction. As a
result, the parties determined not to proceed with a transaction at this time.
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Signature
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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: March 18, 2004
ZAPATA CORPORATION
By: /s/ Leonard DiSalvo
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Name: Leonard DiSalvo
Title: VP--Finance and CFO
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