UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 19)*
Under the Securities Exchange Act of 1934
ZAPATA CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
989070602
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(CUSIP Number)
WILLIAM SONDERICKER
MALCOLM I. GLAZER FAMILY LIMITED PARTNERSHIP
270 COMMERCE DRIVE
ROCHESTER, NEW YORK 14623
(585) 359-3000
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
SEPTEMBER 23, 2005
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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
Malcolm I. Glazer Family Limited Partnership
86-0846220
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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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*
10,073,112 shares
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NUMBER OF SHARES (8) SHARED VOTING POWER*
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 10,073,112 shares
WITH
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(9) SOLE DISPOSITIVE POWER
10,073,112 shares
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,073,112 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
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(14) TYPE OF REPORTING PERSON (See Instructions)
PN
* The shares are subject to a Voting Agreement between the Malcolm I. Glazer
Family Limited Partnership and WLR Recovery Fund II, L.P. and WLR Recovery
Fund III, L.P., dated September 23, 2005, as amended by Amendment No. 1 and
Joinder dated September 26, 2005. See items 4 through 6 of this Statement
on Schedule 13D.
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer
102-12-3166
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
(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
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(7) SOLE VOTING POWER*
10,073,112 shares
--------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER*
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 10,073,112 shares
WITH
--------------------------------------------
(9) SOLE DISPOSITIVE POWER
10,073,112 shares
--------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,073,112 shares
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
* The shares are subject to a Voting Agreement between the Malcolm I. Glazer
Family Limited Partnership and WLR Recovery Fund II, L.P. and WLR Recovery
Fund III, L.P., dated September 23, 2005, as amended by Amendment No. 1 and
Joinder dated September 26, 2005. See items 4 through 6 of this Statement
on Schedule 13D.
This Amendment No. 19 ("Amendment No. 19") amends and supplements the
Schedule 13D and statement attached thereto, as previously amended ("Schedule
13D"), filed on behalf of Malcolm I. Glazer ("Glazer") and the Malcolm I. Glazer
Family Limited Partnership (the "Glazer LP" and collectively with Glazer, 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. 19 and not otherwise
defined herein have the meanings previously ascribed to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION
On September 23, 2005, the Glazer LP entered into a Voting Agreement with
WLR Recovery Fund III, L.P., a Delaware limited partnership ("WLR III"), whereby
it agreed to vote in favor of Zapata's sale of all of its 4,162,394 shares of
Safety Components International, Inc. ("Safety Components") common stock to WLR
III. The Glazer LP also granted WLR III an irrevocable proxy to vote its shares
of Zapata common stock on the sole matter of voting in favor of the proposed
transaction, or against any competing transaction, dated as of the same date.
On September 26, 2005, the Glazer LP, WLR III and WLR Recovery Fund II,
L.P. ("WLR II" and collectively with WLR III, referred to as "the WLR Recovery
Funds") entered into Amendment No. 1 and Joinder Agreement to the Voting
Agreement which joined WLR II as a party to the Voting Agreement (the Voting
Agreement, as amended, is referred to herein as the "Voting Agreement"). Also on
September 26, 2005, the Glazer LP gave an irrevocable proxy in favor of both WLR
II and WLR III (the "Irrevocable Proxy") which provided the same limited voting
authority as the initial irrevocable proxy.
Zapata's proposed sale is to be made pursuant to a Stock Purchase
Agreement with the WLR Recovery Funds, dated September 23, 2005, as amended by
Amendment No. 1 and Joinder Agreement dated September 26, 2005 that joined WLR
II as a party to the agreement (collectively, the "Safety Components Stock
Purchase Agreement"). The sale of Safety Components is subject to various
conditions, including, among other things, that the sale shall have been
approved by the requisite vote by Zapata's stockholders. Zapata has indicated
that it plans to seek stockholder approval for the sale by obtaining the
majority written consent of the Glazer LP, because the sale of its holdings in
Safety Components could be deemed the sale of substantially all of its assets,
requiring stockholder approval under Nevada law. In order to induce the WLR
Recovery Funds to enter into the Stock Purchase Agreement, the Glazer LP entered
into the Voting Agreement and granted the Irrevocable Proxy.
The Reporting Persons and the WLR Recovery Funds may be deemed to have
formed a "group" by virtue of their execution, delivery and performance of the
Voting Agreement and Irrevocable Proxy, however, the Reporting Persons disclaim
any involvement or participation as a member of a group with the WLR Recovery
Funds. The Reporting Persons expressly disclaim beneficial ownership with
respect to any shares other then shares owned of record or held in street name
by such Reporting Persons.
Except as otherwise set forth herein, the Reporting Persons have no
present plans or proposals with respect to any other action referred to in
instructions (a) through (j) of Item 4 of Schedule 13D.
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The descriptions of the Voting Agreement and Irrevocable Proxy, as
amended, contained in this Schedule 13D are qualified in their entirety by
reference to such agreements, copies of which are included as Exhibit 1 and
Exhibit 2 to this Schedule 13D and are incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of Zapata's 8-for-1 stock split on April 6, 2005, the
Reporting Persons are the beneficial owners of 10,073,112 shares of Zapata
common stock, which constitutes approximately 51.9% of Zapata's outstanding
shares of common stock. This includes 260,000 shares 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 19,137,856 shares of Zapata common stock reported as outstanding on
August 8, 2005 by Zapata on its Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2005, plus the 260,000 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. As
the result of the Voting Agreement and Irrevocable Proxy, as described below,
the Reporting Person share the power to vote or to direct the vote of the
10,073,112 shares of Zapata common stock beneficially owned by the Reporting
Persons solely with respect to the transaction contemplated by the Safety
Components Stock Purchase Agreement and any competing transactions.
According to the Voting Agreement, WLR Recovery Fund II, L.P. is a
Delaware limited partnership and WLR Recovery Fund III, L.P., is a Delaware
limited partnership, both have business addresses at 600 Lexington Avenue, New
York, New York 10022. Further information about the identity and background of
the WLR Recovery Funds can be found in Item 2 to the Schedule 13D filed or to be
filed by the WLR Recovery Funds with the Securities and Exchange Commission on
or about October 3, 2005.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On September 23, 2005, the Glazer LP granted an Irrevocable Proxy and
entered into a Voting Agreement with the WLR Recovery Funds, as amended on
September 26, 2005. Pursuant to the Irrevocable Proxy, the Glazer LP empowered
the WLR Recovery Funds to exercise its voting rights with respect to its shares
of Zapata common stock at any time prior to termination of the Voting Agreement
at every meeting called, and in any action taken by the written consent of the
stockholders of Zapata without a meeting, in favor of the transactions
contemplated by the Safety Components Stock Purchase Agreement, and any action
in furtherance thereof and against approval of any action, agreement or proposal
made in opposition to, or in competition therewith. The WLR Recovery Funds may
not exercise the Irrevocable Proxy on any other matter. The Glazer LP may vote
its shares of Zapata common stock at its discretion on all other matters.
8
In addition the Glazer LP has agreed that, until the termination of the
Voting Agreement, it would not (a) transfer any of its Zapata shares unless each
transferee agrees in writing to hold such shares subject to the Voting
Agreement; and (b) enter into any voting agreement or arrangement similar
agreement in contravention of its obligations under the Voting Agreement with
respect to its shares of Zapata common stock.
The Voting Agreement and the Irrevocable Proxy terminate upon the
termination of the Stock Purchase Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Voting Agreement dated September 23, 2005 among the Malcolm I.
Glazer Family Limited Partnership and WLR Recovery Fund III,
L.P., as amended by Amendment No. 1 and Joinder dated
September 26, 2005
Exhibit 2 Irrevocable Proxy of the Malcolm I. Glazer Family Limited
Partnership to WLR Recovery Fund III, L.P., as amended by
Amendment No. 1 and Joinder dated September 26, 2005
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SIGNATURES
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 3, 2005
Malcolm I. Glazer Family Limited Partnership
By: Malcolm I. Glazer GP, Inc.,
as its General Partner
By: /s/ Malcolm I. Glazer
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Name: Malcolm I. Glazer
Title: President
/s/ Malcolm I. Glazer
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Malcolm I. Glazer
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