Edgar Filing: ZAPATA CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO

SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[X] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement

ZAPATA CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required

[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

(1) Title of each class of securities to which transaction applies:

Common Stock, par value $0.01, of Safety Components International, Inc.
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(2) Aggregate number of securities to which transaction applies:

4,162,394
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

$51,197,446, total cash consideration to be received for sale of
Safety Components International, Inc. common stock
(the aggregate amount of cash to be received by the Registrant)
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(4) Proposed maximum aggregate value of transaction:

$51,197,446
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(5) Total fee paid:

$6,025.94
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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ZAPATA CORPORATION
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NEW YORK 14618

, 2005

Dear Zapata Stockholder:

We are pleased to inform you that we have entered into a stock purchase
agreement to sell all of our 4,162,394 shares of common stock of Safety
Components International, Inc., a Delaware corporation, to WLR Recovery Fund II,
L.P. and WLR Recovery Fund III, L.P., privately held Delaware limited
partnerships, for $12.30 per share, or $51,197,446 in the aggregate.

This transaction has been approved by our majority stockholder, the Malcolm
Glazer Family Limited Partnership, which holds approximately 51.3% of our
outstanding voting securities, by written consent without a stockholders
meeting. We are providing you the enclosed Information Statement to inform you
in more detail about the transaction as is required by law. The written consent
will not become effective until 20 business days after the mailing of the
enclosed Information Statement. We expect the transaction to close in the last
quarter of 2005.

AVRAM A. GLAZER
Chairman of the Board,
President and Chief Executive Officer

ZAPATA CORPORATION
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NEW YORK 14618

This Information Statement is being provided to you by the
Board of Directors of Zapata Corporation

This Information Statement is being furnished by our Board of Directors to
the holders of our common stock as of October 14, 2005 to provide information
with respect to the taking of corporate action by the written consent of our
majority stockholder. Our majority stockholder, the Malcolm I. Glazer Family
Limited Partnership, approved, by written consent, the sale of all of our
4,162,394 shares of common stock of Safety Components International, Inc. to WLR
Recovery Fund II, L.P. and WLR Recovery Fund III, L.P., pursuant to the terms
and conditions of a stock purchase agreement, dated September 23, 2005, among
Zapata, WLR Recovery Fund II, L.P. and WLR Recovery Fund III, L.P., as amended
by Amendment No. 1 and Joinder dated September 26, 2005. Our Board of Directors
decided to obtain the written consent of our majority stockholder in order to
avoid the costs and management time required to hold a special meeting of
stockholders.

All required corporate approvals of the proposed sale have been obtained,
subject to furnishing this Information Statement and twenty business (20) days
elapsing from its mailing to our stockholders. This Information Statement is
furnished solely for the purpose of informing stockholders of the approval of
the proposed sale by our Board of Directors, and majority stockholder, the
Malcolm Glazer Family Limited Partnership. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

We have asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of our common stock
held as of the record date by such persons and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.

Copies of our Annual Report on Form 10-K for 2004, and our most recent
Quarterly Report on Form 10-Q are enclosed. This Information Statement and the
accompanying enclosures are being first given or sent to stockholders on
, 2005.

TABLE OF CONTENTS

SUMMARY OF THE PROPOSED SALE OF SAFETY COMPONENTS SHARES.... 1
QUESTIONS AND ANSWERS ABOUT THE PROPOSED SALE OF SAFETY
COMPONENTS SHARES......................................... 5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........... 7
THE PROPOSED SALE OF SAFETY COMPONENTS SHARES............... 8
Background Of The Sale.................................... 8
Our Reasons For The Sale.................................. 9
Description of the Terms of the Stock Purchase
Agreement.............................................. 10
Regulatory Approvals...................................... 14
Safety Components Management Retention Plan............... 14
Effect on Zapata of the Sale of Safety Components
Shares................................................. 14
Effect on Zapata Stockholders of the Sale of Safety
Components Shares...................................... 14
Vote Required............................................. 15
Voting Securities; Record Date; Voting Agreement.......... 15
Notice of Action by Written Consent....................... 15
Information About the Parties to the Sale................. 15
Net Proceeds from the Proposed Sale....................... 16
Accounting Treatment...................................... 16
Federal Income Tax Consequences........................... 16
Interest of Certain Persons in the Matters to be Acted
Upon................................................... 16
Board of Directors of Safety Components after the Sale.... 16
No Dissenters' Rights..................................... 17
Miscellaneous............................................. 17
SELECTED FINANCIAL DATA..................................... 18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF ZAPATA CORPORATION.......................... 19
RECENT DEVELOPMENTS CONCERNING ZAPATA CORPORATION........... 22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........... 23
OTHER MATTERS............................................... 24
INDEX OF FINANCIAL STATEMENTS............................... F-1

LIST OF APPENDICES

Appendix B Written Consent of the Malcolm I. Glazer Family Limited Partnership
dated , 2005.

SUMMARY OF THE PROPOSED SALE OF SAFETY COMPONENTS SHARES

The following summary highlights material information from this Information
Statement regarding our sale of all the 4,162,394 shares of common stock of
Safety Components International, Inc. that we hold to WLR Recovery Fund II, L.P.
and WLR Recovery Fund III, L.P., and does not contain all of the information
that is important to you. To fully understand the transaction, you should
carefully read the entire Information Statement and the referenced documents,
including the stock purchase agreement attached as Appendix A. We have included
cross-references in the summary to direct you to more complete descriptions of
the topics that we have summarized.

We effected an eight-for-one stock split of our outstanding shares of
common stock, effective at the close of business on April 6, 2005. Where a
number of shares of our common stock is listed in this Information Statement for
a date or period prior to the effective date of the stock split, that number of
shares of common stock has been proportionately adjusted as if the eight-for-one
stock split had been in effect on that prior date or during that prior period.

PARTIES TO THE SALE

The seller is Zapata Corporation, a Nevada corporation. Zapata is a holding
company that currently owns a majority interest in two publicly traded operating
companies, including an approximate 77% ownership interest in Safety Components
International, Inc. (OTCBB: SAFY), a Delaware corporation, or Safety Components,
and an approximate 58% ownership interest in Omega Protein Corporation (NYSE:
OME), a Nevada corporation, or Omega Protein. Zapata's common stock trades on
the New York Stock Exchange under the symbol "ZAP."

The purchasers are two private investment funds, WLR Recovery Fund II, L.P.
and WLR Recovery Fund III, L.P., or collectively, the WLR Recovery Funds, both
of which are Delaware limited partnerships. These investment funds are advised
and managed by Wilbur L. Ross, Jr., and W.L. Ross and Co., LLC or their
affiliates. Mr. Ross and other members of the Restructuring Group of Rothschild
Inc. organized W.L. Ross and Co., LLC on April 1, 2000. This team has reported
that it has restructured more than $200 billion of liabilities in North America
and other parts of the world and has become the sponsor of more than $4.0
billion of alternative investment partnerships on behalf of major U.S., European
and Japanese institutional investors.

See "THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Information About the
Parties to the Sale."

ASSETS TO BE SOLD BY US

We have agreed to sell to the WLR Recovery Funds all of our 4,162,394
Safety Components shares. Safety Components is a low-cost independent supplier
of automotive airbag fabric and cushions and technical fabrics and a
manufacturer of value-added technical fabrics used in a variety of niche
industrial and commercial applications such as fire service apparel, ballistics
material for luggage, filtration and military tents. After the sale, Omega
Protein will be our sole operating company and we will hold cash and cash
equivalents until they are used to fund a new acquisition or other strategic
opportunity. See "Financial Statements -- Unaudited Pro Forma Consolidated
Financial Information" See "THE PROPOSED SALE OF SAFETY COMPONENTS
SHARES -- Description of the Terms of the Stock Purchase Agreement -- Terms of
the Sale."

REASONS FOR THE SALE

Our board of directors concluded that the sale is in the best interests of
Zapata. Our board of directors considered numerous factors in making such a
determination, including the following factors, all of which our board of
directors believed to be the benefits of the sale:

- the purchase price for our Safety Components shares and the other terms
of the proposed sale, including limited representations and warranties by
us concerning Safety Components and the minimal conditions to the WLR
Recovery Funds' obligation to close the sale;

- the expeditious manner in which the transaction could be completed;

- the business and financial performance, condition and prospects of Safety
Components;

- the current state of, and trends in the automotive parts suppliers'
industry;

- Safety Components' need for additional capital to pursue strategic
opportunities, including acquisitions, to diversify and strengthen its
business and reduce its risk;

- Safety Components ability to benefit from W.L Ross' current involvement
in the automotive suppliers industry and W.L Ross' interest in pursuing
strategic opportunities, including acquisitions, with its significant
available capital resources; and

- the opportunity for us to realize immediate value to fund future
acquisitions and strategic opportunities.

See "THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Our Reasons for the
Sale."

STRUCTURE OF THE SALE

We have entered into a stock purchase agreement with the WLR Recovery Funds
for their purchase of our Safety Components shares. The completion of the sale
is subject to the closing conditions described below. Pending completion of the
sale, our shares of Safety Components common stock and the purchase price due
from the WLR Recovery Funds is being held in escrow with CitiBank, N.A. See "THE
PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Description of the Terms of the
Stock Purchase Agreement -- Structure of The Sale."

THE PURCHASE PRICE

The purchase price for our 4,162,394 shares of Safety Components common
stock is $12.30 per share, or $51,197,446 in the aggregate, plus interest earned
on the purchase price while in escrow, less certain costs described below. The
stockholders will receive no payment in connection with our sale of the Safety
Components common stock. See "THE PROPOSED SALE OF SAFETY COMPONENTS
SHARES -- Description of the Terms of the Stock Purchase Agreement -- The
Purchase Price."

REGULATORY APPROVALS

The transaction is subject to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, or HSR Act. The HSR Act requires the parties to file notification
and report forms with the United States Federal Trade Commission and the United
States Department of Justice and to have a 30 day waiting period after those
filings are made expired or terminated before the transaction can close. See
"THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Regulatory Approvals."

CONDITIONS TO CLOSING

Each of the parties' obligation to close the transaction is subject to the
satisfaction or waiver of the following conditions:

- each of Zapata's and the WLR Recovery Funds' representations and
warranties being true at the closing in all material respects;

- the holders of a majority of the outstanding shares of our common stock
having approved the transaction;

- no governmental entity having issued a restraining order, injunction or
other legal restraint relating to the sale;

- all waiting periods under the HSR Act having expired or terminated; and

- with respect only to the WLR Recovery Funds, Zapata having delivered a
legal opinion to the WLR Recovery Funds regarding approval of the
transaction by Zapata's stockholders.

See "THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Description of the
Terms of the Stock Purchase Agreement -- Zapata's Conditions to Closing of the
Sale" and "-- WLR Recovery Funds Conditions to Closing of the Sale."

CLOSING OF THE SALE

The closing is to take place on the fourth business day after the
conditions set forth in the stock purchase agreement have been satisfied or
waived. We expect this to occur in the last quarter of 2005. See "THE PROPOSED
SALE OF SAFETY COMPONENTS SHARES -- Description of the Terms of the Stock
Purchase Agreement -- Closing of the Sale", "-- Zapata's Conditions to Closing
of the Sale," and "-- WLR Recovery Funds Conditions to Closing of the Sale."

TERMINATION OF THE AGREEMENT

A non-breaching party may terminate the stock purchase agreement if the
other party's covenants have not been satisfied, subject to limited exceptions,
on or before December 31, 2005, or if the waiting period under the HSR Act has
not expired or terminated by June 30, 2006 (or such later date as may have been
agreed upon in writing. See "THE PROPOSED SALE OF SAFETY COMPONENTS
SHARES -- Description of the Terms of the Stock Purchase
Agreement -- Termination of the Agreement."

BREAK-UP FEE

We may be required to pay to the WLR Recovery Funds a $2,000,000 break-up
fee, up to $500,000 in actual, documented, out-of-pocket expenses and eight days
of accrued interest on funds borrowed to fund the purchase price escrow deposit,
if the stock purchase agreement is terminated due to our breach of covenants to
be fulfilled by December 31, 2005 or, if all other closing conditions have been
satisfied or waived, the failure to obtain our stockholder approval by June 30,
2006 (in both cases other than as a result of a breach by the WLR Funds). See
"THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Description of the Terms of
the Stock Purchase Agreement -- Break-Up Fee."

VOTE REQUIRED

The sale of the Safety Components shares may be deemed a sale of "all or
substantially all" of our assets under Nevada law. To avoid any doubt as to
whether the transaction has been properly approved we have conditioned the
transaction on the approval of the holders of a majority of our outstanding
common stock. Contemporaneously with the execution of the stock purchase
agreement, our majority stockholder, the Malcolm I. Glazer Family Limited
Partnership, entered into a voting agreement with the WLR Recovery Funds to vote
its shares of Zapata common stock in favor of the sale and against any competing

transactions. The Malcolm Glazer Family Limited Partnership has also granted the
WLR Recovery Funds an irrevocable proxy to vote its Zapata shares in accordance
with the voting agreement. The Glazer Partnership holds approximately 51.3% of
our outstanding shares of common stock and controls enough voting power to
approve the sale without the consent of other Zapata stockholders. On
, 2005, the Glazer Partnership provided this written consent to us.
The written consent will be effective 20 business days following the mailing of
this Information Statement and the transaction will be approved at that time.
See "THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Vote Required;" "-- Voting
Securities; Record Date And Voting Agreement."

ACCOUNTING TREATMENT

Our sale of all of our Safety Components common stock to the WLR Recovery
Funds will be accounted for as discontinued operations in accordance with
generally accepted accounting principles. We will record a gain for book
purposes based upon the net proceeds (the sum of the purchase price to be
received under the stock purchase agreement less the expenses relating to the
asset sale) less the net book value of our investment in Safety Components
common stock. We estimate that the gain for book purposes will be approximately
$2.1 million, excluding the effect of any applicable income taxes. See "THE
PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Accounting Treatment."

FEDERAL INCOME TAX CONSEQUENCES

The sale will be taxable to us. We estimate a taxable gain from the sale of
approximately $292,000. Because we have existing loss carryforwards, we do not
anticipate that we will pay any income taxes related to the sale. In addition,
there will be no direct federal income tax consequences to the holders of Zapata
common stock resulting from the sale. See "THE PROPOSED SALE OF SAFETY
COMPONENTS SHARES -- Federal Income Tax Consequences."

NO DISSENTERS' RIGHTS

Under Nevada law our stockholders do not have dissenters' rights or the
right to demand an appraisal and receive payment of the fair value of their
shares as a result of the sale. See "THE PROPOSED SALE OF SAFETY COMPONENTS
SHARES -- No Dissenters' Rights."

QUESTIONS AND ANSWERS ABOUT THE PROPOSED SALE OF
SAFETY COMPONENTS SHARES

Q. WHAT WILL HAPPEN IN THE PROPOSED SALE OF SAFETY COMPONENTS COMMON STOCK?

A. Upon receiving stockholder approval and satisfaction or waiver of all other
closing conditions, we will sell all of our 4,162,394 shares of Safety
Components common stock to the WLR Recovery Funds for $12.30 per share for
a total of $51,197,446 in cash. The shares and the purchase price have been
deposited into escrow. See "THE PROPOSED SALE OF SAFETY COMPONENTS
SHARES -- Description of the Terms of the Stock Purchase Agreement -- Terms
of the Sale;" "-- Structure of the Sale;" and "-- The Purchase Price."

Q: WHY IS THE PROPOSED SALE SUBJECT TO APPROVAL BY ZAPATA'S STOCKHOLDERS?

A: Under Nevada law, the sale of "all or substantially all" of our assets
requires the affirmative vote of the holders of at least a majority of the
voting shares of our outstanding common stock as of the record date. Safety
Components represents a substantial portion of our assets, revenues and
operating income. To remove any doubt whether the transaction has been
properly approved, however, under Nevada law, we conditioned the
transaction on stockholder approval.

Q. AM I BEING ASKED FOR MY APPROVAL OF THE PROPOSED TRANSACTION?

A. No. This Information Statement is being provided to you by our board of
directors solely for your information. The holder of a majority of our
outstanding common stock has already approved by written consent the sale
of our 4,162,394 shares of Safety Components common stock to the WLR
Recovery Funds. This consent will take effect 20 business days following
the mailing of this Information Statement.

Q: WHEN WILL THE SALE CLOSE?

A: Unless the stock purchase agreement is terminated, the sale will close on
the fourth business day after all of the closing conditions have been
satisfied or waived by the party entitled to the benefit of each such
condition, including the approval of our stockholders and the expiration or
termination of the waiting period under the HSR Act. We anticipate that
this will occur in the last quarter of 2005. See "THE PROPOSED SALE OF
SAFETY COMPONENTS SHARES -- Closing of the Sale;" "-- Conditions to Closing
of the Sale By Zapata;" "-- WLR Recovery Funds Conditions to Closing of the
Sale;" and "-- Termination of The Agreement."

Q. WHAT WILL BE DONE WITH THE SALE PROCEEDS?

A. We have no immediate plans to use the proceeds from this transaction. We
plan to continue to evaluate strategic opportunities for the use of our
capital resources, in a manner to enhance value for our stockholders,
including future acquisitions or other strategic opportunities.

Q. WHAT WILL THE EFFECT OF THE SALE BE ON ZAPATA?

A: Following the consummation of the sale, we will no longer hold common stock
in Safety Components and will have no interest going forward in the results
of operations of Safety Components. After the sale, our remaining assets
will consist of our equity holdings in our remaining operating company,
Omega Protein, and cash and cash equivalents which may be used for funding
future acquisitions or strategic opportunities. See "Financial
Statements -- Unaudited Pro Forma Consolidated Financial Information."

Q. WHAT WILL THE EFFECT OF THE SALE BE ON ZAPATA STOCKHOLDERS?

A. Our stockholders will not receive any of the proceeds from the sale of our
Safety Components common stock. Our stockholders will retain their equity
interest in us and to the rights to sell or otherwise transfer this equity
interest.

Q. WHY DID OUR BOARD OF DIRECTORS DECIDE THAT THE SALE OF SAFETY COMPONENTS
COMMON STOCK IS IN ZAPATA'S BEST INTEREST?

A. In making this determination, our board of directors considered numerous
factors, including the following factors, all of which the board of
directors believed to be benefits of the sale:

- the expeditious manner in which the transaction could be completed;

- the business and financial performance, condition and prospects of Safety
Components;

- the current state of, and trends in the automotive parts suppliers'
industry;

- Safety Components' need for additional capital to pursue strategic
opportunities, including acquisitions, to diversify and strengthen its
business and reduce its risk;

- Safety Components ability to benefit from W.L Ross & Co.'s current
involvement in the automotive suppliers industry and W.L Ross & Co.'s
interest in pursuing strategic opportunities, including acquisitions,
with its significant available capital resources; and

- the opportunity for us to realize immediate value to fund future
strategic opportunities.

See "THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Our Reasons for the
Sale."

Q. WILL ZAPATA HAVE TO PAY TAXES BECAUSE OF THE SALE?

A. The sale will be a taxable transaction. Given our tax basis in the Safety
Components common stock that we hold, we estimate our taxable gain from the
sale of our 4,162,394 shares of Safety Components common stock to be
approximately $292,000. Because we have existing loss carryforwards, we do
not anticipate that we will pay any income taxes related to the sale. See
"THE PROPOSED SALE OF SAFETY COMPONENTS SHARES -- Federal Income Tax
Consequences."

Q. WHERE CAN I FIND OUT MORE INFORMATION ABOUT ZAPATA?

A. You may find additional information about us from the various sources
described under the caption See "OTHER MATTERS -- Where You Can Find More
Information."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Information Statement includes
forward -- looking statements that are intended to be subject to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The words
"believe," "expect," "plan," "intend," "estimate," "project," "will," "could,"
"may," and similar expressions are intended to identify forward-looking
statements.

Actual results may differ materially from the results discussed in the
forward-looking statements as a result of important risk factors. These risks
include, without limitation, the possibility that the sale will not close or
that the closing of the sale may be delayed. We do not undertake any obligation
to update these forward-looking statements or to update the reasons actual
results could differ from those projected in the forward-looking statements.

THE PROPOSED SALE OF
SAFETY COMPONENTS SHARES

On September 23, 2005, we entered into a stock purchase agreement with the
WLR Recovery Funds to sell all of the 4,162,394 shares that we hold of Safety
Components common stock for a sale price of $12.30 per share, or $51,197,446 in
the aggregate. These shares represent approximately 77.3% of Safety Components'
outstanding shares of common stock. The certificate for these shares and the
full purchase price have been placed in escrow with CitiBank, N.A., pending the
closing or termination of the transaction. The closing of the transaction is
subject to customary closing conditions, including the approval of the holders
of a majority of our outstanding common stock, and the expiration or termination
of applicable waiting periods under the HSR Act. Our majority stockholder, the
Malcolm Glazer Family Limited Partnership, entered into a voting agreement with
the WLR Recovery Funds contemporaneously with the execution of the stock
purchase agreement and granted the WLR Recovery Funds an irrevocable proxy to
vote its Zapata shares consistent with the voting agreement. The voting
agreement requires the Glazer Partnership to vote in favor of the transaction
and against competing proposals. The Glazer Partnership has provided a written
consent approving the sale, which will become effective 20 business days after
the mailing of this Information Statement.

BACKGROUND OF THE SALE

In July 2004, the Safety Components board of directors engaged an
investment banking firm in an effort to locate a buyer for the company. The
investment banking firm reported that from July 2004 through September 2004 it
had contacted approximately 54 parties, and 35 parties executed confidentiality
agreements and received a confidential information memorandum. Subsequently,
several parties provided preliminary indications of interest in purchasing
Safety Components, and one party conducted extensive due diligence and limited
negotiations concerning a possible transaction. The parties were unable to reach
agreement.

In June 2005, Zapata received from another party a verbal expression of
interest for purchasing its Safety Components shares. Zapata referred the party
to the Safety Components' board of directors. The party then submitted an
expression of interest to purchase of all the outstanding shares of Safety
Components in a negotiated transaction. In July 2005, the Safety Components
board of directors formed a special committee, consisting of Safety Components
directors Avram Glazer and Dr. Daniel Tessoni, to represent Safety Components in
the sale process. Mr. Glazer is Zapata's Chief Executive Officer and President
and Dr. Tessoni is the sole non-management Safety Components director
unaffiliated with Zapata.

Two other parties subsequently contacted the special committee and also
expressed interest in Safety Components. All three parties executed
confidentiality agreements in favor of Safety Components that, among other
things, contained standstill provisions prohibiting any purchases of Safety
Components stock without the express consent of Safety Components. The parties
were unable to reach agreement.

In September 2005, one of the parties that had previously executed a
confidentiality agreement with Safety Components during 2005 expressed an
interest in purchasing only the Safety Components shares held by Zapata. Zapata
subsequently received a proposal from another party, W.L. Ross & Co., which had
not previously communicated with Safety Components, for the purchase of only the
Safety Components shares held by Zapata. Zapata referred W.L. Ross & Co. to the
Safety Components special committee. W.L. Ross & Co., through an affiliate,
negotiated and executed a confidentiality agreement in favor of Safety
Components that contained a standstill provision prohibiting of Safety
Components stock. Following receipt of these proposals, Mr. Glazer resigned from
the special committee.

Zapata submitted to the two interested parties a form of stock purchase
agreement. Zapata received back from one of the parties a marked copy of the
agreement which contained extensive revisions to the terms. W.L. Ross & Co.
requested significantly less revisions to the agreement's terms and proposed a
higher price, all of which presented a more favorable transaction to Zapata.
After negotiations, W.L. Ross & Co. submitted the highest price at $12.30 per
share.
8

On the evening of September 21, 2005, our board of directors met to
consider the sale of its Safety Components shares. Zapata management and its
counsel reviewed the two proposals that had been received. Zapata directors
reviewed and discussed the proposals, Safety Components financial performance,
condition and prospects, the Safety Components sale process, Safety Components
historical stock prices and limited trading volume, the current status of and
trends in the automotive parts suppliers' industry, the accounting and tax
consequences of the proposed transaction and other relevant information. The
Zapata board of directors authorized Zapata's officers to conclude a sale of its
Safety Components shares on favorable terms, subject to a minimum price, Safety
Components waiving the standstill provisions under its confidentiality
agreements and Zapata stockholder approval.

On September 22, 2005, Safety Component's board of directors established a
new special committee to evaluate whether or not to waive the standstill
provisions under its confidentiality agreement with W.L. Ross. The Safety
Components' board of directors appointed Dr. Tessoni to the committee. The
special committee reviewed the proposed transaction and the potential impact on
Safety Components, including a direct inquiry of Mr. Ross as to his intentions
with respect to the control and management of Safety Components, the special
committee determined in its business judgment that the acquisition by the WLR
Recovery Funds of the Safety Components shares held by Zapata would provide
Safety Components with an opportunity for improvement to its strategic business
plan and focus and continued access by the Safety Components minority
stockholders to the public equity markets. As such, in the judgment of the
special committee, the sale by Zapata of its Safety Components shares would be
in the best interests of Safety Components and its minority stockholders.
Accordingly, the special committee authorized and directed Safety Components to
waive the standstill provisions applicable to the WLR Recovery Funds in order to
permit Zapata's sale to proceed.

From September 21, 2005 until September 23, 2005, Zapata conducted
negotiations with the WLR Recovery Funds. On September 23, 2005, the parties
entered into a stock purchase agreement providing for the transaction at a final
price of $12.30 per share. In addition, on the same date Zapata's majority
stockholder, the Malcolm Glazer Family Limited Partnership, and the WLR Recovery
Funds, executed a voting agreement pursuant to which the Glazer Partnership
agreed to vote in favor of the proposed transaction and against any competing
proposal. Pursuant the voting agreement, the Glazer Partnership granted the WLR
Recovery Funds an irrevocable proxy to vote its Zapata shares in accordance with
the voting agreement.

The parties announced the transaction on September 26, 2005.

OUR REASONS FOR THE SALE

Our board of directors has concluded that the sale of all of our 4,162,394
shares of Safety Components common stock to the WLR Recovery Funds is in
Zapata's best interests. In arriving at this conclusion, our board of directors
considered a number of factors, including the following favorable factors
supporting the sale:

- the purchase price for our Safety Components shares and the other terms
of the proposed sale, including the limited representations and
warranties by us concerning Safety Components and the minimal conditions
to the WLR Recovery Funds' obligation to close the sale;

- the expeditious manner in which the transaction could be completed;

- the business and financial performance, condition and prospects of Safety
Components;

- the current state of, and trends in the automotive parts suppliers'
industry;

- Safety Components' need for additional capital to pursue strategic
opportunities, including acquisitions, to diversify and strengthen its
business and reduce its risk;

- Safety Components' ability to benefit from W.L. Ross & Associates'
current involvement in the automotive suppliers industry and W.L. Ross'
interest in pursuing strategic opportunities, including acquisitions,
with its significant available capital resources; and

- the opportunity for us to realize immediate value to fund future
strategic opportunities.

In reaching its conclusion, our board of directors also considered the
following negative factors mitigating against the sale:

- we will lose control of Safety Components;

- Safety Components' operations will no longer be consolidated with us and,
accordingly, we would no longer reflect Safety Components' operations in
our financial statements and operations;

- risk that the sale may not be completed;

- risk that the announcement of the sale and the efforts necessary to
complete the sale could disrupt operations by, among other things,
diverting Safety Components management and other resources from
day-to-day operations; and

- risk that Safety Components' management could seek alternate employment
in light of the uncertainty presented by the change of control of Safety
Components.

Our board of directors viewed its determination and approval as being based
on the totality of the information presented. In considering all the factors
described above, individual directors may have given different weight to
different factors. Our board of directors considered all these factors as a
whole to be favorable to us, and to support its determination to approve the
sale.

Our board of directors did not obtain an opinion as to the appropriateness
of the consideration being paid in the transaction by an independent financial
advisor. Instead, our board of directors based its decision in this regard upon
significant and extensive market information obtained through the Safety
Components sales process, and contacts with other potential interested parties.
In addition, our board of directors discussed and considered Safety Components
financial condition, performance and prospects and the trading price and limited
trading volume of Safety Components' common stock since Zapata's initial
acquisition of its Safety Components shares in September 2003.

DESCRIPTION OF THE TERMS OF THE STOCK PURCHASE AGREEMENT

The following is a summary of significant provisions of the stock purchase
agreement. This summary does not provide a complete description of all the terms
and conditions of the stock purchase agreement. The stock purchase agreement is
attached as Appendix A (without schedules or exhibits). You should read the
stock purchase agreement for a complete understanding of its terms.

Structure of the Sale

The stock purchase agreement provides that, upon the approval of a majority
of our outstanding shares of common stock, and the satisfaction, or waiver, if
necessary, of certain other conditions, the WLR Recovery Funds will acquire from
us all of our 4,162,394 shares of Safety Components common stock. These shares
represent approximately 77.3% of Safety Components' outstanding common stock. Of
the 4,162,394 shares that we will sell, WLR Recovery Fund II, L.P. will purchase
241,419 shares and WLR Recovery Fund III, L.P. will purchase 3,920,975 shares.

The stock certificate representing the shares of Safety Components common
stock being sold under the stock purchase agreement, a stock power duly endorsed
in blank, and the purchase price for such shares have been placed in escrow with
Citibank, N.A. pending the closing of the sale. All dividends or distributions
declared or paid with respect to the shares from the date of the stock purchase
agreement to the closing, if any, and all accrued interest on such dividends or
distributions will be paid to the WLR Recovery Funds at the closing. All
interest accrued on the purchase price while the purchase price is held

in escrow (less the interest accrued on the amount borrowed by the WLR Recovery
Funds to fund the deposit of the purchase price in escrow for up to the first
eight days after the initial deposit) will be paid to us at the closing.

The Purchase Price

The purchase price for our sale of our 4,162,394 shares of Safety
Components common stock is $12.30 per share, or a total of $51,197,446, plus all
interest accrued on the purchase price while the purchase price is held in
escrow (less the interest accrued on the amount borrowed by the WLR Recovery
Funds to fund the deposit of the purchase price in escrow for up to the first
eight days after the initial deposit).

Closing of the Sale

The closing of the sale all of our Safety Components shares to the WLR
Recovery Funds is scheduled to take place on the fourth business day after the
conditions set forth in the stock purchase agreement have been satisfied or
waived.

Representations and Warranties

We have made customary representations and warranties in the stock purchase
agreement with respect to Zapata and very limited representations and warranties
with respect to Safety Components relating to the matters listed below:

- corporate organization and existence of Zapata;

- corporate power and authority of Zapata;

- authorization of Zapata;

- execution, delivery, and enforceability of stock purchase agreement by
Zapata;

- title to Safety Components shares and no encumbrances thereon by Zapata;

- no stockholders agreements, voting agreements or proxies with respect to
Safety Components shares by Zapata;

- no rights to acquire additional Safety Components shares by Zapata;

- sold Safety Components shares represent all of the Safety Components
securities owned by Zapata;

- no conflicts with certificate of incorporation or by-laws of Zapata or
Safety Components;

- no material violation of, or creation of a lien under, contracts, law or
consents of Zapata or Safety Components; and

- amount of payments from Safety Components to Zapata.

Each of the WLR Recovery Funds have made customary representations and
warranties in the stock purchase agreement with respect to itself relating to
the matters listed below:

- organization and existence, power and authority and authorization;

- execution, delivery, and enforceability;

- the shares being purchased not being registered and awareness that such
shares must be registered or exempt prior to sale;

- the purchase of shares for its own account;

- accredited investor status; and

- no conflicts with their partnership agreements, no material violation of,
or creation of a lien under, their contracts, and no material violation
of law.

The WLR Recovery Funds have specifically acknowledged that we made no
representations or warranties as to the financial statements, financial
condition, financial performance, future prospects or plans or any other aspect
of Safety Components. The WLR Recovery Funds further acknowledged that the WLR
Recovery Funds have independently and without reliance on us, made their own
investigation and analysis to enter into the transaction and that we did not
make any representations or warranties other than those set forth in the stock
purchase agreement.

Mutual Covenants

In the stock purchase agreement, both we and the WLR Recovery Funds agreed,
among other covenants, to:

- use best efforts to take all actions and things necessary to consummate
the sale as promptly as practicable;

- within 10 business days following the date of the stock purchase
agreement, file the notification and report form required of us under the
HSR Act, promptly submit any additional materials that may be reasonably
requested, and exercise our best efforts to obtain early termination of
the waiting period, and otherwise obtain prompt clearance, under the HSR
Act;

- give the other reasonably prompt notice of any communication with any
governmental authority regarding the HSR filings, not participate in any
communication with any governmental authority regarding such filings
without giving the other prior notice, and share the filing fees equally;

- give notice to the other promptly after becoming aware of any event that
would be likely to cause any representation to be untrue in any material
respect at or prior to the closing, or any condition to be unsatisfied at
or prior to the closing;

- give notice to the other promptly after becoming aware of a material
failure to comply with a covenant; and

- perform all covenants, subject to limited exceptions, on or before
December 31, 2005.

Zapata Covenants

We agreed, among other covenants, to:

- within 10 days following the date of the stock purchase agreement,
prepare and file a preliminary Information Statement with the Securities
and Exchange Commission, or SEC, to use our commercially reasonable best
efforts to promptly respond to the comments of the SEC, if any, furnish
all information required in this Information Statement and mail this
Information Statement (and any amendments, supplements or supplemented
materials) to our stockholders;

- seek the written consent to the sale by our stockholders and to notify
the WLR Recovery Funds in writing upon receiving such consent;

- immediately following the closing and until shares are issued in the name
of the WLR Recovery Funds, vote our shares in the manner required to
cause the persons designated by the WLR Recovery Funds to constitute the
majority of Safety Components' board of directors (exclusive of our
representatives); and

- cause any of our remaining representatives on Safety Components' board of
directors to resign promptly following the issuance of the shares of
Safety Components stock purchased by the WLR Recovery Funds from us.

WLR Recovery Funds Covenants

- The WLR Recovery Funds agreed to, among other covenants, promptly
following the date of the stock purchase agreement, provide Safety
Components with the names of the representatives to be elected to the
Safety Components board of directors and such information as Safety
Components may require in order to have such representatives elected to
its board of directors and to comply with Section 14(f) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, prior to closing.

Zapata's Conditions to Closing of the Sale

Our obligation to close the sale is subject to the satisfaction of the
following conditions (or our waiver of such conditions):

- the WLR Recovery Funds' representations and warranties being true as of
the closing in all material respects;

- the holders of a majority of our outstanding shares of common stock
having approved the transaction;

- no governmental entity having issued a restraining order, injunction or
other legal restraint relating to the sale; and

- all waiting periods under the HSR Act having expired or terminated.

WLR Recovery Funds Conditions to Closing of the Sales

The WLR Recovery Funds' obligation to close the sale is subject to the
satisfaction of the following conditions (or WLR Recovery Funds' waiver of such
conditions):

- our representations and warranties being true as of the closing in all
material respects;

- the holders of a majority of the outstanding shares of our common stock
having approved the sale;

- no governmental entity having issued a restraining order, injunction or
other legal restraint relating to the sale;

- all waiting periods under the HSR Act having expired or terminated; and

- with respect solely to the WLR Recovery Funds, the delivery of a legal
opinion regarding our execution, delivery and performance of the stock
purchase agreement.

Termination of the Agreement

The stock purchase agreement may be terminated by us or the WLR Recovery
Funds upon written notice to the other if all of the other party's covenants
have not been satisfied, subject to limited exceptions, on or before December
31, 2005, or if the waiting periods under the HSR Act have not expired or
terminated on or before June 30, 2006, (or such later date as may have been
agreed upon in writing). A party, however, may not terminate the agreement if
the non-performance of a covenant by the other party or the non-expiration or
non-termination of the waiting periods under the HSR Act (as applicable) is due
to the breach of, or noncompliance with, a covenant by the party seeking to
terminate the agreement.

Break-Up Fee

If the stock purchase agreement is terminated by the WLR Recovery Funds we
must pay to the WLR Recovery Funds a $2,000,000 break-up fee, reimburse the WLR
Recovery Funds for their out-of-pocket expenses incurred in negotiating the
stock purchase agreement up to a maximum of $500,000, and pay to the WLR
Recovery Funds the interest accrued on the amount borrowed by the WLR Recovery
Funds to fund the deposit of the purchase price in escrow for up to the first
eight days after the initial
13

deposit if either of the following conditions exist other than as a result of a
breach of the stock purchase agreement by the WLR Recovery Funds:

- we have not performed all our covenants, subject to limited exceptions,
on or before December 31, 2005; or

- the holders of a majority of the outstanding shares of our common stock
have not approved the transaction by June 30, 2006 and all other
conditions to the closing have been fulfilled or waived.

Expenses

Except as provided above, each of us and the WLR Recovery Funds bears our
own expenses in connection with this stock purchase agreement and the sale of
all of our 4,162,394 shares of Safety Components common stock to the WLR
Recovery Funds, including, without limitation, all fees of respective legal
counsel, investment advisors and accountants. We have agreed with the WLR
Recovery Funds to share equally the filing fees for the transaction under the
HSR Act.

REGULATORY APPROVALS

The HSR Act provides that transactions such as our sale of all of our
Safety Components common stock to the WLR Recovery Funds may not be completed
until certain information has been submitted to the Federal Trade Commission and
the Antitrust Division of the U.S. Department of Justice and certain waiting
period requirements have been satisfied. We plan to file with Safety Components
and the WLR Recovery Funds no later than October 7, 2005 a Notification and
Report Form with the Antitrust Division and the Federal Trade Commission and
request an early termination of the waiting period. If the early termination is
not granted and a request for additional information by the relevant antitrust
authorities is not made, based on that anticipated filing date, the waiting
period will expire at 11:59 p.m. on November 7, 2005.

Except as noted above with respect to the required filings under the HSR
Act and the filing of this Information Statement with the SEC (and such other
reports as may be required, if any, under the Exchange Act) we are unaware of
any material federal, state or foreign regulatory requirements or approvals
required for the sale by us of all our Safety Components common stock.

SAFETY COMPONENTS MANAGEMENT RETENTION PLAN

On October 3, 2005, our board of directors approved a plan in order to
provide Safety Components management with an incentive to continue with Safety
Components until the completion of the proposed sale to WLR Recovery Funds.
Under this plan, Zapata has agreed to pay an aggregate of $1,000,000 in the form
of a capital contribution to Safety Components for the Safety Components
compensation committee to pay bonuses to the Safety Components executive
officers and key employees.

EFFECT ON ZAPATA OF THE SALE OF SAFETY COMPONENTS SHARES

Following the consummation of the sale, we will no longer hold common stock
in Safety Components and will have no interest going forward in the results of
operations of Safety Components. After the sale, our remaining assets will
consist of our equity holdings in our remaining operating company, Omega
Protein, and cash and cash equivalents which may be used for funding future
acquisitions or strategic opportunities. See "Financial Statements -- Unaudited
Pro Forma Consolidated Financial Information."

EFFECT ON ZAPATA STOCKHOLDERS OF THE SALE OF SAFETY COMPONENTS SHARES

Our stockholders will not receive any of the proceeds from the sale of our
Safety Components common stock. Our stockholders will retain their equity
interest in us and to the rights to sell or otherwise transfer this equity
interest.

VOTE REQUIRED

Under Nevada law, the sale of "all or substantially all" our assets
requires the affirmative vote of the holders of at least a majority of the
voting shares of our outstanding common stock as of the record date. Safety
Components represents a substantial portion of our assets, revenues and
operating income.

Nevertheless, after the sale, we will continue to own substantial assets,
including approximately 58% of the outstanding shares of common stock of our
other operating company, Omega Protein, and cash and cash equivalents. To remove
any doubt whether the transaction has been properly approved, however, under
Nevada law, we conditioned the transaction on stockholder approval. To remove
any doubt whether the transaction has been properly approved under Nevada law,
we conditioned the transaction on stockholder approval.

VOTING SECURITIES; RECORD DATE; VOTING AGREEMENT

As of the record date, we had 19,137,856 shares of our common stock
outstanding. Each share of common stock is entitled to one vote. We do not have
any class of voting securities outstanding at this date other than our common
stock. The record date for determining the stockholders who are entitled to give
a written consent for the sale proposal is October 14, 2005.

Your consent is not required and is not being solicited in connection with
sale of our Safety Components Shares. Pursuant to Nevada law, any action
required or permitted to be taken at a meeting of our stockholders may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by stockholders holding at least a majority of the voting power. As of
the record date, the Malcolm Glazer Family Limited Partnership held 9,813,112
shares of our common stock, which constitutes a majority of our outstanding
shares of common stock.

As a condition to the WLR Recovery Funds entering into the stock purchase
agreement, contemporaneously with the execution of the stock purchase agreement,
the Malcolm Glazer Family Limited Partnership, and the WLR Recovery Funds
entered into a voting agreement pursuant to which it agreed to vote in favor of
the proposed sale and against any competing transaction. In addition, pursuant
to the voting agreement, the Glazer Partnership granted the WLR Recovery Funds
an irrevocable proxy to vote its Zapata shares consistent with the voting
agreement. As a result, the Glazer Partnership has executed a written consent
which is sufficient, without the concurring consent of any of our other
stockholders, to satisfy the stockholder approval closing condition for both
parties, subject to the mailing of this Information Statement 20 days prior to
the written consent becoming effective.

NOTICE OF ACTION BY WRITTEN CONSENT

Pursuant to Rule 14c-2 of Regulation 14C promulgated under the Exchange
Act, we are required to distribute this Information Statement to every
stockholder from whom consent is not solicited at least 20 business days prior
to the earliest date on which the written consent executed by the Malcolm Glazer
Family Limited Partnership becomes effective. This Information Statement serves
as the notice required by Rule 14c-2 of Regulation 14C.

INFORMATION ABOUT THE PARTIES TO THE SALE

Zapata Corporation is a Nevada corporation with its main office at 100
Meridian Centre, Suite 350, Rochester, New York 14618. The telephone number for
our main office is (585) 242-2000. We are a holding company which currently has
two publicly held operating companies, Safety Components (OTCBB: SAFY) and Omega
Protein Corporation (NYSE: OME). We hold an approximately 77.3% ownership
interest in Safety Components and an approximate 58% ownership interest in Omega
Protein. We also own approximately 98% of Zap.Com Corporation (OTCBB: ZPCM), a
Nevada corporation which is a public shell company. Zapata's common stock trades
on the New York Stock Exchange under the symbol "ZAP."

WLR Recovery Fund II, L.P. and WLR Recovery Fund III, L.P., or the WLR
Recovery Funds, are Delaware limited partnerships, with their main offices at
600 Lexington Avenue, New York, New York 10022. The telephone number for the WLR
Recovery Funds' main office is (212) 826-1100. The WLR Recovery Funds are
investment funds. The general partner of WLR Recovery Fund II, L.P. is WLR
Recovery Associates II LLC. Wilbur L. Ross, Jr. is the managing member, and W.L.
Ross and Co., LLC is the investment advisor, of WLR Recovery Associates II LLC.
The general partner of WLR Recovery Fund III, L.P. is WLR Recovery Associates
III LLC. Wilbur L. Ross, Jr. is the managing member, and W.L. Ross & Co. LLC is
the investment advisor, of WLR Recovery

Associates III LLC. W.L. Ross & Co., LLC was organized on April 1, 2000 by
Wilbur L. Ross, Jr. and other members of the Restructuring Group of Rothschild
Inc. W.L. Ross & Co, has reported that this team had restructured more than $200
billion of liabilities in North America and other parts of the world. The firm
maintains offices in New York City and has reported that it is the sponsor of
more than $4.0 billion of alternative investment partnerships on behalf of major
U.S., European and Japanese institutional investors. Selected current and recent
portfolio companies include International Coal Group, Inc., a leading producer
of coal in Northern and Central Appalachia, International Steel Group, the
largest integrated steel producer in North America, and International Textile
Group, a combination of Burlington Industries and Cone Mill.

Safety Components International, Inc. is a Delaware corporation with its
main office at 41 Stevens Street Greenville, South Carolina 29605. The telephone
number for Safety Components' main office is (864) 240-2600. Safety Components
is a low-cost independent supplier of automotive airbag fabric and cushions and
technical fabrics with operations in North America and Europe. Safety Components
has recently entered into joint ventures to produce products in China and South
Africa, although commercial production has not yet commenced in either of these
locations. Safety Components also manufactures value-added technical fabrics
used in a variety of niche industrial and commercial applications such as fire
service apparel, ballistics material for luggage, filtration and military tents.
Safety Components' common stock trades on the Over the Counter Bulletin Board
under the symbol "SAFY."

NET PROCEEDS FROM THE PROPOSED SALE

We have no immediate plans to use the net proceeds from the sale. We plan
to continue to evaluate strategic opportunities for the use of our capital
resources in a manner to enhance value for our stockholders by way of future
acquisitions or other strategic opportunities.

ACCOUNTING TREATMENT

FEDERAL INCOME TAX CONSEQUENCES

Our sale of all of our Safety Components common stock to the WLR Recovery
Funds will be treated as a taxable transaction to us. We estimate a taxable gain
from the sale of our Safety Components common stock of approximately $292,000.
Because we have existing loss carryforwards, we do not anticipate that we will
pay any income taxes related to the sale. In addition, there will be no direct
federal income tax consequences to the holders of Zapata common stock resulting
from the sale.

INTEREST OF CERTAIN PERSONS IN THE MATTERS TO BE ACTED UPON

As of the date of this Information Statement there are no persons who have
been a director or officer of Zapata, or any associate of such person, since the
beginning of the last fiscal year, that have any substantial interest in the
matters acted upon by the written consent.

BOARD OF DIRECTORS OF SAFETY COMPONENTS AFTER THE SALE

We have agreed to, immediately following the closing and until Safety
Components shares are issued in the name of the WLR Recovery Funds, vote our
shares in the manner required to cause the persons designated by the WLR
Recovery Funds to constitute the majority of Safety Components' board of

directors, exclusive of Zapata's representatives. In addition, Zapata has agreed
to cause its representatives on the Safety Components board of directors to
resign as directors upon the issuance of the Safety Components shares in the
name of the WLR Recovery Funds.

NO DISSENTERS' RIGHTS

Neither the Nevada Revised Statutes, nor our articles of incorporation, nor
our by-laws, provide our stockholders with dissenters' rights or the right to
demand appraisal of their shares as a result of the sale of all of our Safety
Components common stock to the WLR Recovery Funds as described in this
Information Statement.

MISCELLANEOUS

The cost of delivering this Information Statement to our stockholders will
be paid by Zapata. Such costs consist of the printing, the handling and the
mailing of this Information Statement and related materials, and the actual
expense incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding this Information Statement to the beneficial owners of our stock.

SELECTED FINANCIAL DATA

The following table sets forth certain of our selected historic
consolidated financial information for the periods and as of the dates presented
and should be read in conjunction with our consolidated financial statements and
the related notes and with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated by reference in this
Information Statement. All amounts are in thousands, except for per share
amounts.

FOR THE SIX
MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,}
----------------------------------------------------------- -------------------
2004 2003(1) 2002(2) 2001(3)(4) 2000(5)(6)(7) 2005 2004
-------- -------- -------- ---------- ------------- -------- --------
(UNAUDITED)

INCOME STATEMENT DATA:
Revenues................................. $367,528 $181,429 $117,008 $98,836 $ 84,140 $168,961 $186,601
Operating income (loss).................. 15,569 6,905 15,803 1,838 (38,470) 4,360 12,494
Net income (loss) to common
stockholders........................... 3,733 892 6,473 4,434 (25,988) 542 2,635
Earnings (loss) per share:
Basic.................................. 0.20 0.05 0.34 0.23 (1.36) 0.03 0.14
Diluted................................ 0.19 0.05 0.34 0.23 (1.36) 0.03 0.14
Cash dividend paid....................... -- -- -- -- -- -- --
Common stock dividends paid, per share... -- -- -- -- -- -- --
CASH FLOW DATA:
Capital expenditures..................... 29,454 15,451 7,803 1,972 8,452 15,388 15,512

AS OF DECEMBER 31, AS OF JUNE 30,
----------------------------------------------------------- -------------------
2004 2003(1) 2002(2) 2001(3)(4) 2000(5)(6)(7) 2005 2004
-------- -------- -------- ---------- ------------- -------- --------
(UNAUDITED)

BALANCE SHEET DATA:
Working capital.......................... $141,810 $140,818 $148,580 $133,736 $100,628 $139,491 $146,714
Property and equipment, net.............. 137,301 125,695 80,842 82,239 89,374 139,382 129,770
Total assets............................. 362,489 359,039 284,977 271,677 261,859 358,848 364,207
Current maturities of long-term debt..... 4,924 5,780 1,270 1,296 1,227 3,920 5,196
Long-term debt........................... 19,672 29,422 14,239 15,510 14,827 17,574 31,263
Stockholders' equity..................... 186,314 182,537 175,262 169,851 164,995 182,890 181,885

---------------

(1) During 2003, we purchased approximately 84% of the common stock of Safety
Components. Accordingly, balance sheet data related to Safety Components has
been included in our consolidated balance sheet since the date of the
acquisition. We began consolidating amounts related to Safety Components'
income statement and cash flow in the fourth quarter of 2003.

(2) During 2002, we received a federal tax refund of approximately $17.3 million
primarily related to losses realized on the sale in 2001 of certain
non-investment grade securities and the sale of our holdings of Viskase
Corporation, or Viskase, common stock.

(3) During 2001, we recognized impairment charges of approximately $11.8 million
based on adverse market conditions and the sale of non-investment grade
securities.

(4) During 2001, we sold our Viskase shares. See Note 2 above.

(5) In December 2000, in connection with the termination of our Internet
businesses, Zap.Com recorded the necessary charges to write down applicable
investments in long-lived assets (which consisted mainly of its capitalized
software costs) to fair value, and to record estimated liabilities,
including costs associated with the termination of various contracts. These
charges totaled $1.5 million. In addition, Charged Productions, Inc. (our
former subsidiary) incurred a one-time charge of approximately $434,000
related to asset write-downs and approximately $182,000 related to contract
termination expenses.

(6) During 2000, we recorded impairment losses of $13.2 million based on adverse
market conditions related to its non-investment grade holdings.

(7) During 2000, Omega Protein recorded inventory write-downs of $18.1 million
for market declines in the inventory values of Omega Protein's fish meal and
fish oil.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
ZAPATA CORPORATION

The following table indicates the number of shares of common stock owned
beneficially as of September 30, 2005 by:

- each person known to us to beneficially own more than 5% of the
outstanding shares of common stock,

- each director,

- our chief executive officer and chief financial officer, and

- all directors and executive officers as a group.

Except to the extent indicated in the footnotes to the following table,
each of the persons or entities listed therein has sole voting and investment
power with respect to the shares which are reported as beneficially owned by
such person or entity. We do not know of any arrangements, including any pledge
by any person of Zapata securities, the operation of which may at a subsequent
date result in a change of control.

The following calculations are based upon the shares of our common stock
issued and outstanding on September 30, 2005 plus the number of such shares of
common stock outstanding pursuant to SEC Rule 13d-3(d)(1). Shares of our common
stock subject to options exercisable within sixty (60) days of September 30,
2005 are deemed outstanding for purposes of computing the percentage of the
person holding such option but are not deemed outstanding for computing the
percentage of any other person.

We effected an eight-for-one stock split of our outstanding shares of
common stock, effective at the close of business on April 6, 2005. Where a
number of shares of common stock is shown below for a date prior to the
effective date of the stock split, that number of shares of common stock has
been proportionately adjusted as if the eight-for-one stock split had been in
effect on that prior date or during that period.

ZAPATA CORPORATION

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(1)
------------------------------------ ------------ -----------

Malcolm I. Glazer(2)(3)..................................... 10,073,112 51.9%
Royce & Associates, LLC(4).................................. 1,980,800 10.4%
Wellington Management Company, LLP(5)....................... 1,710,400 8.9%
Donald Smith & Co., Inc.(6)................................. 1,024,480 5.4%
Avram A. Glazer(3).......................................... 137,272 *
Robert V. Leffler, Jr.(3)................................... 8,000 *
Warren H. Gfeller(3)........................................ 24,000 *
Bryan G. Glazer(3).......................................... 127,672 *
Edward S. Glazer(3)......................................... 115,672 *
Darcie S. Glazer(3)......................................... 115,672 *
Leonard DiSalvo(3).......................................... 218,666 *
John R. Halldow(3).......................................... 8,000 *
All directors and executive offices as a group.............. 754,954 3.6%

---------------

* Represents beneficial ownership of less than 1.0%.

(1) The calculations for these columns are based upon the number of shares of
common stock issued and outstanding on September 30, 2005, plus the number
of shares of common stock deemed outstanding pursuant to SEC Rule
13d-3(d)(1). Shares of our common stock subject to options exercisable
within 60 days of September 30, 2005 are deemed outstanding for purposes of
computing the percentage of the person holding such option but are not
deemed outstanding for computing the percentage of any other person.

(2) 9,813,112 of the shares reported are held in the name of The Malcolm I.
Glazer Family Limited Partnership, 270 Commerce Drive, Rochester, New York
14623, in which Malcolm Glazer controls the sole general partner. The
Malcolm Glazer Family Limited Partnership has entered into a voting
agreement with, and given an irrevocable proxy in favor of, the WLR Recovery
Funds, solely limited to voting its shares of Zapata common stock in favor
of the sale of Safety Components common stock to the WLR Recovery Fund and
against competing proposals, as described in this Information Statement.

(3) Presently reported ownership includes 260,000, 107,672, 8,000, 24,000,
115,672, 115,672, 115,672, 218,666 and 8,000 shares issuable under options
exercisable within 60 days of September 30, 2005 held by Messrs. M. Glazer,
A. Glazer, Leffler, Gfeller, B. Glazer, E. Glazer, Ms. D. Glazer, and
Messrs. DiSalvo and Halldow, respectively.

(4) Based solely on a Schedule 13G, dated April 8, 2005, Royce & Associates,
LLC, or Royce, 1414 Avenue of the Americas, New York, New York 10019, is the
beneficial holder of 1,980,800 shares. Royce is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Royce
possesses voting power over the shares owned.

(5) Based solely on a Schedule 13G, dated February 14, 2005, Wellington
Management Company, LLP, or WMC, 75 State St., Boston, Massachusetts 02109,
is the beneficial owner of 1,710,400 shares. WMC is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940 and acts
as parent company or control person in accordance with Rule
13d-b1(b)(1)(ii)(G).

(6) Based solely on a Schedule 13G, dated February 9, 2005, Donald Smith & Co.,
Inc., or Donald Smith, 152 West 57th Street, New York, New York 10019, is
the beneficial owner of 1,024,480 shares. Donald Smith is an investment
advisor registered in accordance with Section 240.13-d-1(b)(1)(ii)(E).

The following table indicates the number of shares of common stock of
Zapata's subsidiaries owned beneficially as of September 30, 2005 by our chief
executive officer and our chief financial officer, and all of our directors and
executive officers as a group. Except to the extent indicated in the footnotes
to the following table, each of the persons or entities listed therein has sole
voting and investment power with respect to the shares which are reported as
beneficially owned by such person or entity.

SAFETY COMPONENTS INTERNATIONAL, INC.

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------ ---------- --------

Avram Glazer................................................ -- --
Leonard DiSalvo............................................. -- --
All directors and executive officers of Zapata as a group... -- --

OMEGA PROTEIN CORPORATION

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------ ---------- --------

Avram Glazer(1)............................................. 568,200 2.3%(2)
Leonard DiSalvo............................................. -- --
All directors and executive officers of Zapata as a group... 568,200 2.3%

---------------

(1) Includes 568,200 shares issuable under options exercisable within 60 days of
September 30, 2005.

(2) The calculations for these columns are based upon the number of shares of
common stock issued and outstanding on September 30, 2005, plus the number
of shares of common stock deemed outstanding pursuant to SEC Rule
13d-3(d)(1). Shares of common stock subject to options exercisable within 60
days of September 30, 2005 are deemed outstanding for purposes of computing
the percentage of the person holding such option but are not deemed
outstanding for computing the percentage of any other person. As of
September 30, 2005, Omega Protein had outstanding 25,023,309 shares of
common stock.

ZAP.COM CORPORATION

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------ ---------- --------

Avram Glazer(1)............................................. 350,000 *
Leonard DiSalvo(1).......................................... 100,000 *
All directors and executive officers of Zapata as a group... 450,000 *

---------------

* Represents beneficial ownership of less than 1.0%.

(1) Includes 350,000 and 100,000 shares issuable under option exercisable within
60 days of September 30, 2005. Shares issuable under options exercisable
within 60 days of September 30, 2005 held by Messrs. M. Glazer and L.
DiSalvo, respectively.

RECENT DEVELOPMENTS CONCERNING ZAPATA CORPORATION

On August 29, 2005, Omega Protein's Moss Point, Mississippi fish processing
facility and adjacent shipyard were severely damaged by Hurricane Katrina. Omega
Protein believes that the facility will not be re-opened for the remainder of
the 2005 fishing season which ends in late October. The Moss Point facility
accounted for 16% of Omega Protein's total production tonnage in 2004. Omega
Protein's Hammond, Louisiana administrative headquarters has been adversely
affected by lack of electricity.

On September 24, 2005, Omega Protein's Cameron, Louisiana and Abbeville,
Louisiana fish processing facilities were damaged by Hurricane Rita. The full
extent of the damage is not yet known. Based on preliminary reports, Omega
Protein believes that the Cameron facility will not be re-opened for the
remainder of the 2005 fishing season which ends in late October. Omega Protein
is assessing whether the Abbeville facility will be re-opened prior to the end
of the 2005 fishing season. The Cameron facility accounted for 22% of Omega
Protein's total production tonnage in 2004. The Abbeville facility accounted for
31% of Omega' Protein's total production tonnage in 2004. Based on preliminary
information, Omega Protein also believes that some fish meal inventory may have
been adversely impacted by the hurricane and that no fish oil inventory was
damaged. Based on preliminary reports, Omega Protein believes that its fishing
vessels were not materially impacted.

Omega Protein expects that it will incur a variety of costs, including
clean-up and debris removal costs, associated with both hurricanes. Omega
Protein believes that a portion of the costs and expenses it will incur in
connection with these events will be covered by insurance, but the nature and
extent of insurance coverage is still being evaluated. Omega Protein does not
maintain business interruption insurance. Omega Protein estimates that these
events will likely require recognition of involuntary conversions of assets in
the third quarter 2005 reporting period. Omega Protein is currently unable to
estimate the amount of these involuntary conversions.

On September 23, 2005, we entered into a stock purchase agreement, as
amended on September 26, 2005, to sell all of the 4,162,394 shares of common
stock we hold in Safety Components to the WLR Recovery Funds. This represents
approximately 77.3% of Safety Components outstanding common stock. The
completion of the sale is subject to customary closing conditions, including the
approval by the holders of a majority of our outstanding common stock, and the
expiration or termination of the waiting periods under the HSR Act. Our majority
stockholder, the Malcolm Glazer Family Limited Partnership, has given its
approval by written consent, which will be effective 20 business days after the
mailing of this Information Statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents we have filed with the SEC (File No. 001-04219) are
incorporated by reference in this Information Statement:

Annual Report on Form 10-K for the year ended December 31, 2004, filed
on March 14, 2005.

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
filed on May 6, 2005, and June 30, 2005, filed on August 8, 2005.

Current Reports on Form 8-K filed on April 8, 2005, May 6, 2005,
August 31, 2005, September 26, 2005 and September 29, 2005.

The SEC permits us to "incorporate by reference" information into this
Information Statement. This means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Information
Statement, except for any information superseded by information contained
directly in this Information Statement.

We are also delivering with this Information Statement a copy of our Annual
Report on Form 10-K for the year ended December 31, 2004, and our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005. This Information
Statement incorporates important business and financial information about Zapata
that is not included in or delivered with this Information Statement, including
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of our last fiscal year, December 31, 2004. This information is available
without charge to you upon your written or oral request to:

Zapata Corporation
100 Meridian Centre, Suite 350
Rochester, New York 14618
(585) 242-2000
Attention: Investor Relations

OTHER MATTERS

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy and information
statements, and other information with the SEC. You may read and copy any
reports, statements or other information on file at the SEC's public reference
room located at 100 F Street, NE, Room 1580, Washington, D.C. 20549, or at one
of the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information about
the public reference rooms. The SEC filings are also available to the public
from commercial document retrieval services, and at the wide web site maintained
by the SEC at www.sec.gov.

HOUSEHOLDING

The SEC allows us to deliver a single Information Statement to an address
shared by two or more stockholders. This delivery method, referred to as
"householding" can result in significant cost savings for us. In order to take
advantage of this opportunity, we and banks and brokerage firms that hold your
shares have delivered only one Information Statement to multiple stockholders
who share an address unless we have received contrary instructions from one or
more of the stockholders. We will deliver promptly, upon written or oral
request, a separate copy of the Information Statement at a shared address to
which a single copy of the documents was delivered. A stockholder who wishes to
receive a separate copy of the Information Statement, now or in the future, may
obtain one, without charge, by addressing a request to the Investor Relations,
Zapata Corporation, 100 Meridian Centre, Suite 350, Rochester, New York 14618,
(585) 242-2000. Stockholders sharing an address who are receiving multiple
copies of these materials and wish to receive a single copy of such materials in
the future should submit their request by contacting us in the same manner. If
you are the beneficial owner, but not the record holder, of our shares and wish
to receive only one copy of the Information Statement in the future, you will
need to contact your broker, bank or other nominee to request that only a single
copy of each document be mailed to all stockholders at the shared address in the
future.

By Order of the Board of Directors

/s/ AVRAM A. GLAZER
--------------------------------------
Avram A. Glazer, Chairman of the
Board, President and Chief Executive
Officer

LIST OF APPENDICES

Appendix A Stock Purchase Agreement, dated September 23, 2005, between
Zapata, WLR Recovery Fund II, L.P. and WLR Recovery Fund
III, L.P. (as amended by Amendment No. 1 and Joinder dated
September 26, 2005).
Appendix B Written Consent of the Malcolm I. Glazer Family Limited
Partnership dated October , 2005.

INDEX OF FINANCIAL STATEMENTS

ZAPATA CORPORATION
Unaudited Pro Forma Condensed Consolidated Financial Data... F-2
SAFETY COMPONENTS INTERNATIONAL, INC.
Unaudited Consolidated Balance Sheets as of December 31,
2004 and December 31, 2003................................ F-9
Unaudited Consolidated Statements of Operations for the Year
ended December 31, 2004, the period from March 30, 2003 to
December 31, 2003, and the Year ended March 29, 2003...... F-10
Unaudited Consolidated Statements of Stockholders' Equity
for the Year ended December 31, 2004, the period from
March 30, 2003 to December 31, 2003, and the Year ended
March 29, 2003............................................ F-11
Unaudited Consolidated Statements of Cash Flows for the Year
ended December 31, 2004, the period from March 30, 2003 to
December 31, 2003, and the Year ended March 29, 2003...... F-12
Notes to Unaudited Consolidated Financial Statements........ F-13
Unaudited Consolidated Balance Sheets as of June 30, 2005
and December 31, 2004..................................... F-36
Unaudited Consolidated Statements of Operations for the
three-month periods ended June 30, 2005 and June 30,
2004...................................................... F-37
Unaudited Consolidated Statements of Operations for the
six-month periods ended June 30, 2005 and June 30, 2004... F-38
Unaudited Consolidated Statements of Cash Flows for the
six-month periods ended June 30, 2005 and June 30, 2004... F-39
Notes to Unaudited Consolidated Financial Statements........ F-40

F-1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed financial statements reflect
our financial position as of June 30, 2005, and our results of operations for
the fiscal years ended December 31, 2004, 2003 and 2002 and the six months ended
June 30, 2005, giving effect to the sale of our Safety Components common stock.
Historical financial data used to prepare the pro forma financial statements
were derived from the audited financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2004, and the unaudited financial
statements in our Quarterly Report on Form 10-Q for the quarter ended June 30,
2005, which are incorporated by reference into this Information Statement. These
unaudited pro forma condensed financial statements should be read in conjunction
with our historical consolidated financial statements and the notes thereto. The
unaudited pro forma condensed consolidated financial statements set forth below
are not necessarily indicative of what the actual results of operations would
have been had these events occurred as of the dates indicated and is not
intended to be a projection of future results.

The unaudited pro forma condensed consolidated balance sheet and unaudited
pro forma condensed consolidated statements of operations are based on
assumptions and approximations that our management believes are reasonable. They
do not reflect in precise numerical terms the impact of the transaction on the
historical financial statements, and are subject to change. Such pro forma
financial information should not be used as a basis for forecasting the future
operations of Zapata. The pro forma financial information is presented for
illustrative purposes only, and is not necessarily indicative of any future
results of operations, or the results that might have occurred if the sale of
our Safety Components subsidiary had actually occurred on the indicated dates.

F-2

ZAPATA CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2005

PRO FORMA ADJUSTMENTS
------------------------
ZAPATA SAFETY OTHER
CORPORATION COMPONENTS PRO FORMA PRO FORMA
(NOTE 1) (NOTE 2) ADJUSTMENTS (NOTE 3)
----------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS
Current assets:
Cash and cash equivalents..................... $ 47,665 $ 3,781 $50,197(a) $ 94,081
Accounts receivable, net...................... 53,759 40,433 -- 13,326
Assets held in subsidiary deferred
compensation plan.......................... 2,178 2,178 -- --
Inventories, net.............................. 82,451 25,605 -- 56,846
Prepaid expenses and other current assets..... 8,564 4,661 479(b) 4,382
-------- -------- ------- --------
Total current assets....................... 194,617 76,658 50,676 168,635
-------- -------- ------- --------
Other assets:
Intangible assets, net........................ 5,007 5,007 -- --
Other assets.................................. 19,842 222 -- 19,620
-------- -------- ------- --------
Total other assets......................... 24,849 5,229 -- 19,620
-------- -------- ------- --------
Property, plant, equipment, net............... 139,382 36,680 -- 102,702
-------- -------- ------- --------
Total assets............................... $358,848 $118,567 $50,676 $290,957
======== ======== ======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.......... $ 3,920 $ 2,216 $ -- $ 1,704
Accounts payable.............................. 18,370 16,345 -- 2,025
Accrued and other current liabilities......... 32,836 15,473 260(c) 17,623
-------- -------- ------- --------
Total current liabilities.................. 55,126 34,034 260 21,352
-------- -------- ------- --------
Long-term debt................................ 17,574 2,495 -- 15,079
Pension liabilities........................... 10,061 -- -- 10,061
Other liabilities and deferred taxes.......... 11,530 4,072 (3,299)(d) 4,159
-------- -------- ------- --------
Total liabilities.......................... 94,291 40,601 (3,039) 50,651
-------- -------- ------- --------
Minority interest............................... 81,667 -- (18,345)(e) 63,322
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par; 1,600,000 shares
authorized; none issued or outstanding..... $ -- $ -- $ -- $ --
Preference stock, $.01 par; 14,400,000 shares
authorized; none issued or outstanding..... -- -- -- --
Common stock, $0.01 par, 132,000,000 shares
authorized; 24,569,936 shares issued;
19,137,856 shares outstanding.............. 246 54 54(f) 246
Capital in excess of par value................ 160,395 55,403 63,544(g) 168,536
Retained earnings............................. 55,383 14,304 2,999(h) 44,078
Treasury stock, at cost, 5,432,080 shares..... (31,668) (411) (411)(f) (31,668)
Accumulated other comprehensive (loss)
income..................................... (1,466) 8,616 5,874(f) (4,208)
-------- -------- ------- --------
Total stockholders' equity................. 182,890 77,966 72,060 176,984
-------- -------- ------- --------
Total liabilities and stockholders'
equity................................... $358,848 $118,567 $50,676 $290,957
======== ======== ======= ========

---------------

Note 1: Represents Zapata Corporation's reported unaudited condensed
consolidated balance sheet which includes Zapata's 77.3% ownership in
Safety Components.

F-3

Note 2: Represents Safety Components' unaudited condensed consolidated balance
sheet, net of certain purchase accounting adjustments.

Note 3: Represents Zapata Corporation's unaudited pro forma condensed
consolidated balance sheet, assuming the sale of Safety was consummated
on that date.

(a) Reflects the agreed upon purchase price of $12.30 per share, or $51,197,446
in the aggregate, for all of Zapata's 4,162,394 shares of Safety
Components, less bonuses paid to executive officers and key employees of
Safety Components, in the form of a capital contribution.

(b) Reflects deferred tax assets related to the costs to dispose of Safety
Components.

(d) Reflects a decrease of $3.6 million for the reversal of previously
recognized deferred tax liabilities for periods in which Safety Components
was consolidated for book purposes and not consolidated for tax purposes.
For these periods, Zapata had recognized a provision to reflect the
increase in the difference between the Company's book and tax basis in
Safety. In addition, the pro forma adjustments include an adjustment for
the tax effects of the costs to dispose of Safety, using Zapata's statutory
rate of 38%. These pro forma decreases were partially offset by a $292,000
increase in Zapata's provision for the tax gain from the sale of Safety,
using the federal statutory rate of 35%.

(e) Reflects elimination of minority interest related to Safety Components.

(f) Reflects Safety pro forma adjustments in equity which are eliminated in
consolidation.

(g) Reflects the elimination of the investment in Safety and increases since
acquisition.

(h) Reflects the change in net income resulting from the pro forma adjustments
to the June 30, 2005 unaudited pro forma condensed consolidated balance
sheet.

F-4

ZAPATA CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005

Revenues........................................ $168,961 $117,620 $ -- $51,341
Cost of revenues................................ 145,928 101,460 -- 44,468
-------- -------- ----- -------
Gross profit.................................. 23,033 16,160 -- 6,873
Operating expenses:
Selling, general and administrative........... 18,673 9,844 -- 8,829
-------- -------- ----- -------
Total operating expenses................... 18,673 9,844 -- 8,829
-------- -------- ----- -------
Operating income (loss)......................... 4,360 6,316 -- (1,956)
-------- -------- ----- -------
Other income (expense):
Interest income............................... 727 26 -- 701
Interest expense.............................. (841) (333) -- (508)
Other, net.................................... (85) (293) -- 208
-------- -------- ----- -------
(199) (600) -- 401
Income (loss) before income taxes and minority
interest...................................... 4,161 5,716 -- (1,555)
(Provision) benefit for income taxes............ (2,454) (1,879) -- (575)
Minority interest in continuing operations of
consolidated subsidiaries..................... (1,165) (846) -- (319)
-------- -------- ----- -------
Income (loss) from continuing operations........ $ 542 $ 2,991 $ -- $(2,449)
======== ======== ===== =======
Income (loss) from continuing operations per
share:
Basic (Note 4)................................ $ 0.03 $ (0.13)
======== =======
Diluted (Note 4).............................. $ 0.03 $ (0.13)
======== =======
Weighted average common shares outstanding:
Basic......................................... 19,134 19,134
======== =======
Diluted....................................... 19,379 19,379
======== =======

---------------

Note 1: Represents Zapata Corporation's reported unaudited condensed
consolidated statements of operations which includes Zapata's ownership
of Safety Components.

Note 2: Represents Safety Components unaudited condensed consolidated statement
of operations, net of certain purchase accounting adjustments recorded
on Zapata's accounting records related to its acquisition of Safety
Components.

Note 3: Represents Zapata Corporation's unaudited pro forma condensed
consolidated statement of operations assuming the sale of Safety was
consummated on January 1, 2002.

Note 4: Basic income from continuing operations per share was computed by
dividing the income from continuing operations by the weighted average
common shares outstanding during the year. Diluted income from
continuing operations per share excluded options that had an exercise
price greater than the average market price of the common shares for the
period.

F-5

ZAPATA CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004

PRO FORMA ADJUSTMENTS
------------------------
ZAPATA SAFETY
CORPORATION COMPONENTS PRO FORMA PRO FORMA
(NOTE 1) (NOTE 2) ADJUSTMENTS (NOTE 3)
----------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Revenues........................................ $367,528 $247,883 $ -- $119,645
Cost of revenues................................ 314,277 210,040 -- 104,237
-------- -------- ----- --------
Gross profit............................... 53,251 37,843 -- 15,408
Operating expenses:
Selling, general and administrative........... 37,682 23,186 -- 14,496
-------- -------- ----- --------
Total operating expenses................. 37,682 23,186 -- 14,496
-------- -------- ----- --------
Operating income................................ 15,569 14,657 -- 912
-------- -------- ----- --------
Other income (expense):
Interest income............................... 1,055 63 -- 992
Interest expense.............................. (1,974) (1,009) -- (965)
Other, net.................................... 1,285 1,506 -- (221)
-------- -------- ----- --------
366 560 -- (194)
Income before income taxes and minority
interest...................................... 15,935 15,217 -- 718
(Benefit) provision for income taxes............ (8,841) (5,273) -- (3,568)
Minority interest in continuing operations of
consolidated subsidiaries..................... (3,361) (2,078) -- (1,283)
-------- -------- ----- --------
Income (loss) from continuing operations........ $ 3,733 $ 7,866 $ -- $ (4,133)
======== ======== ===== ========
Income (loss) from continuing operations per
share:
Basic (Note 4)................................ $ 0.20 $ (0.22)
======== ========
Diluted (Note 4).............................. $ 0.19 $ (0.22)
======== ========
Weighted average common shares outstanding:
Basic......................................... 19,131 19,131
======== ========
Diluted....................................... 19,338 19,338
======== ========

---------------

Note 1: Represents Zapata Corporation's reported unaudited condensed
consolidated statements of operations which includes Zapata's ownership
of Safety Components.

Note 3: Represents Zapata Corporation's unaudited pro forma condensed
consolidated statement of operations assuming the sale of Safety was
consummated on January 1, 2002.

F-6

ZAPATA CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003

Revenues........................................ $181,429 $63,503 $ -- $117,926
Cost of revenues................................ 154,553 55,525 -- 99,028
-------- ------- ----- --------
Gross profit............................... 26,876 7,978 -- 18,898
Operating expenses:
Selling, general and administrative........... 19,971 6,903 -- 13,068
-------- ------- ----- --------
Total operating expenses................. 19,971 6,903 -- 13,068
-------- ------- ----- --------
Operating income................................ 6,905 1,075 -- 5,830
-------- ------- ----- --------
Other income (expense):
Interest income............................... 1,626 412 -- 1,214
Interest expense.............................. (1,955) (821) -- (1,134)
Other, net.................................... 896 1,130 -- (234)
-------- ------- ----- --------
567 721 -- (154)
Income before income taxes and minority
interest...................................... 7,472 1,796 -- 5,676
Provision for income taxes...................... (3,733) (716) -- (3,017)
Minority interest in continuing operations of
consolidated subsidiaries..................... (2,847) (542) -- (2,305)
-------- ------- ----- --------
Income from continuing operations............... $ 892 $ 538 $ -- $ 354
======== ======= ===== ========
Income from continuing operations per share:
Basic (Note 4)................................ $ 0.05 $ 0.02
======== ========
Diluted (Note 4).............................. $ 0.05 $ 0.02
======== ========
Weighted average common shares outstanding:
Basic......................................... 19,128 19,128
======== ========
Diluted....................................... 19,244 19,244
======== ========

---------------

Note 1: Represents Zapata Corporation's reported unaudited condensed
consolidated statements of operations which includes Zapata's ownership
of Safety Components. Due to the timing of the acquisition, Safety's
results of operations were included in Zapata's consolidated results for
the fourth quarter.

Note 2: Represents Safety Components unaudited condensed consolidated statement
of operations, for the fourth quarter of 2003, net of certain purchase
accounting adjustments recorded on Zapata's accounting records related
to its acquisition of Safety Components.

Note 3: Represents Zapata Corporation's unaudited pro forma condensed
consolidated statement of operations assuming the sale of Safety was
consummated on January 1, 2002.

F-7

ZAPATA CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002

Revenues........................................ $117,008 $ -- $ -- $117,008
Cost of revenues................................ 89,305 -- -- 89,305
-------- ----- ----- --------
Gross profit............................... 27,703 -- -- 27,703
Operating expenses:
Selling, general and administrative........... 11,900 -- -- 11,900
-------- ----- ----- --------
Total operating expenses................. 11,900 -- -- 11,900
-------- ----- ----- --------
Operating income................................ 15,803 -- -- 15,803
-------- ----- ----- --------
Other income (expense):
Interest income............................... 2,003 -- -- 2,003
Interest expense.............................. (1,181) -- -- (1,181)
Other, net.................................... (228) -- -- (228)
-------- ----- ----- --------
594 -- -- 594
Income before income taxes and minority
interest...................................... 16,397 -- -- 16,397
Provision for income taxes...................... (5,120) -- -- (5,120)
Minority interest in continuing operations of
consolidated subsidiaries..................... (4,804) -- -- (4,804)
-------- ----- ----- --------
Income from continuing operations............... $ 6,473 $ -- $ -- $ 6,473
======== ===== ===== ========
Income from continuing operations per share:
Basic (Note 4)................................ $ 0.34 $ 0.34
======== ========
Diluted (Note 4).............................. $ 0.34 $ 0.34
======== ========
Weighted average common shares outstanding:
Basic......................................... 19,127 19,127
======== ========
Diluted....................................... 19,160 19,160
======== ========

---------------

Note 1: Represents Zapata Corporation's reported unaudited condensed
consolidated statements of operations.

Note 2: Zapata Corporation purchased shares of Safety Components during the
third and fourth quarters of 2003. As such, pro forma adjustments are
not necessary for the year ended December 31, 2002.

Note 3: Represents Zapata Corporation's unaudited pro forma condensed
consolidated statement of operations.

F-8

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)}

ASSETS
Current assets:
Cash and cash equivalents................................. $ 4,184 $ 4,376
Accounts receivable, net.................................. 39,272 37,109
Inventories, net.......................................... 26,882 23,552
Assets held in deferred compensation plan................. 4,361 3,345
Prepaid and other......................................... 2,653 2,476
-------- --------
Total current assets................................... 77,352 70,858
Property, plant and equipment, net.......................... 48,449 50,428
Identifiable intangible assets, net......................... 1,108 1,172
Other assets................................................ 617 868
-------- --------
Total assets........................................... $127,526 $123,326
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 16,828 $ 24,419
Accrued salaries and benefits............................. 4,270 3,505
Deferred compensation..................................... 3,666 2,832
Accrued and other current liabilities..................... 4,486 4,245
Income taxes payable...................................... 6,715 4,477
Current portion of long-term debt......................... 3,263 4,214
-------- --------
Total current liabilities.............................. 39,228 43,692
Long-term debt, net of current maturities................... 3,729 11,817
Deferred income taxes....................................... 3,635 3,511
Other long-term liabilities................................. 277 277
-------- --------
Total liabilities...................................... 46,869 59,297
-------- --------
Commitments and contingencies
Minority interest........................................... 133 --
Stockholders' equity:
Preferred stock: 5,000,000 shares authorized and
unissued............................................... -- --
Common stock: $.01 par value per share -- 20,000,000
shares authorized; 5,295,778 and 5,037,478 shares
outstanding at December 31, 2004 and December 31, 2003,
respectively........................................... 53 51
Additional paid-in-capital................................ 54,660 52,865
Treasury stock: 40,322 shares at cost..................... (411) (411)
Retained earnings......................................... 12,904 2,656
Accumulated other comprehensive income.................... 13,318 8,868
-------- --------
Total stockholders' equity............................. 80,524 64,029
-------- --------
Total liabilities and stockholders' equity............. $127,526 $123,326
======== ========

See notes to unaudited consolidated financial statements.

F-9

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

PERIOD FROM
YEAR ENDED MARCH 30, 2003 TO YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003 MARCH 29, 2003
(TWELVE MONTHS) (NINE MONTHS) (TWELVE MONTHS)
----------------- ----------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales.................................... $247,883 $183,666 $244,338
Cost of sales, excluding depreciation........ 199,841 149,479 204,656
Depreciation................................. 11,296 8,089 9,662
-------- -------- --------
Gross profit............................... 36,746 26,098 30,020
Selling and marketing expenses............... 3,156 2,239 2,176
General and administrative expenses.......... 16,438 10,432 12,299
Research and development expenses............ 1,540 1,225 1,242
Amortization of intangible assets............ 153 106 124
Compensation expense associated with change
of control................................. -- 2,797 --
-------- -------- --------
Income from operations..................... 15,459 9,299 14,179
Other income, net............................ (1,467) (2,275) (3,446)
Interest expense............................. 946 1,664 3,616
-------- -------- --------
Income from continuing operations before
income taxes and minority interest...... 15,980 9,910 14,009
Provision for income taxes................... 5,771 3,808 6,120
Minority interest in loss of consolidated
subsidiary................................. (39) -- --
-------- -------- --------
Income from continuing operations.......... 10,248 6,102 7,889
Loss on disposition of discontinued
operations, net of income tax provision of
$0, $0 and $660, respectively.............. -- -- 2,023
-------- -------- --------
Income before cumulative effect of change
in method of accounting................. 10,248 6,102 5,866
Cumulative effect of change in method of
accounting................................. -- -- (14,651)
-------- -------- --------
Net income (loss)............................ $ 10,248 $ 6,102 $ (8,785)
======== ======== ========
Net income (loss) per common share, basic:
Income from continuing operations.......... $ 1.97 $ 1.23 $ 1.59
Loss on disposition of discontinued
operations.............................. -- -- (0.41)
Cumulative effect of change in method of
accounting.............................. -- -- (2.95)
-------- -------- --------
Net income (loss) per common share, basic.... $ 1.97 $ 1.23 $ (1.77)
======== ======== ========
Net income (loss) per common share, diluted:
Income from continuing operations.......... $ 1.94 $ 1.19 $ 1.59
Loss on disposition of discontinued
operations.............................. -- -- (0.41)
Cumulative effect of change in method of
accounting.............................. -- -- (2.95)
-------- -------- --------
Net income (loss) per common share,
diluted.................................... $ 1.94 $ 1.19 $ (1.77)
======== ======== ========
Weighted average number of shares
outstanding, basic......................... 5,206 4,973 4,960
======== ======== ========
Weighted average number of shares
outstanding, diluted....................... 5,294 5,119 4,960
======== ======== ========

See notes to unaudited consolidated financial statements.

F-10

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

RETAINED ACCUMULATED
COMMON COMMON COMMON ADDITIONAL TREASURY EARNINGS OTHER
STOCK STOCK STOCK PAID-IN STOCK (ACCUMULATED COMPREHENSIVE
SHARES AMOUNT WARRANTS CAPITAL AMOUNT DEFICIT) (LOSS) INCOME TOTAL
--------- ------ -------- ---------- -------- ------------ ------------- -------
(IN THOUSANDS, EXCEPT SHARES)

Balance at March 30, 2002...... 4,959,678 50 34 50,916 (411) 5,339 (90) 55,838
Comprehensive income for the
year ended March 29, 2003:
Net loss................... -- -- -- -- -- (8,785) -- (8,785)
Foreign currency
translation adjustment... -- -- -- -- -- -- 4,860 4,860
-------
Net comprehensive loss....... -- -- -- -- -- -- -- (3,925)
--------- --- ---- ------- ----- ------- ------- -------
Balance at March 29, 2003...... 4,959,678 50 34 50,916 (411) (3,446) 4,770 51,913
Comprehensive income for the
period from March 30, 2003
to December 31, 2003:
Net income................. -- -- -- -- -- 6,102 -- 6,102
Foreign currency
translation adjustment... -- -- -- -- -- -- 4,250 4,250
Unrealized loss on
derivatives.............. -- -- -- -- -- -- (152) (152)
-------
Net comprehensive income..... -- -- -- -- -- -- -- 10,200
Expiration of warrants....... -- -- (34) 34 -- -- -- --
Issuance of common stock..... 77,800 1 -- 1,915 -- -- -- 1,916
--------- --- ---- ------- ----- ------- ------- -------
Balance at December 31, 2003... 5,037,478 $51 $ -- $52,865 $(411) $ 2,656 $ 8,868 $64,029
========= === ==== ======= ===== ======= ======= =======
Comprehensive income for the
year ended December 31,
2004:
Net income................. -- -- -- -- -- 10,248 -- 10,248
Foreign currency
translation adjustment... -- -- -- -- -- -- 4,298 4,298
Reclassification adjustment
for derivatives.......... -- -- -- -- -- -- 152 152
-------
Net comprehensive income..... -- -- -- -- -- -- -- 14,698
Issuance of common stock..... 258,300 2 -- 1,795 -- -- -- 1,797
--------- --- ---- ------- ----- ------- ------- -------
Balance at December 31, 2004... 5,295,778 $53 $ -- $54,660 $(411) $12,904 $13,318 $80,524
========= === ==== ======= ===== ======= ======= =======

See notes to unaudited consolidated financial statements.

F-11

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows From Operating Activities:
Net income (loss)........................................ $10,248 $ 6,102 $(8,785)
Loss on disposition of discontinued operations........... -- -- 2,023
Cumulative effect of accounting change................... -- -- 14,651
------- -------- -------
Income from continuing operations........................ 10,248 6,102 7,889
Adjustments to reconcile income from continuing
operations to net cash provided by operating
activities:
Depreciation........................................... 11,296 8,089 9,662
Amortization of intangible assets...................... 153 106 124
Provision for bad debts................................ 447 29 295
Loss on disposition of assets.......................... 283 541 271
Minority interest...................................... 133 -- --
Deferred taxes......................................... (277) (931) 1,591
Tax benefit from exercise of stock options............. 525 76 --
Accretion of interest on current obligations........... -- -- 81
Non-cash charge associated with change of control...... -- 1,404 --
Changes in operating assets and liabilities:
Accounts receivable.................................. (2,610) 6,744 (9,121)
Inventories.......................................... (3,329) 446 (7,225)
Prepaid and other current assets..................... 93 (480) 97
Other non-current assets............................. (634) (1,319) (677)
Accounts payable..................................... (7,591) (2,294) 8,196
Income taxes payable................................. 2,238 1,874 1,198
Deferred compensation................................ 834 2,099 268
Accrued and other liabilities........................ 1,561 (540) (541)
------- -------- -------
Net cash provided by continuing operations........... 13,370 21,946 12,108
Net cash provided by discontinued operations......... -- -- 812
------- -------- -------
Net cash provided by operating activities............ 13,370 21,946 12,920
------- -------- -------
Cash Flows From Investing Activities:
Purchases of property, plant and equipment............. (6,547) (2,594) (7,916)
Proceeds on disposition of assets...................... -- -- 454
------- -------- -------
Net cash used in continuing operations............... (6,547) (2,594) (7,462)
Net cash provided by discontinued operations......... -- -- 26
------- -------- -------
Net cash used in investing activities................ (6,547) (2,594) (7,436)
------- -------- -------
Cash Flows From Financing Activities:
Repayment of KeyBank Subordinated Secured term note.... -- (9,202) (9,731)
(Repayment of) proceeds from Congress term note........ (2,127) 1,604 (2,347)
Net (repayments) borrowings on Congress revolving
credit facility...................................... (4,523) (12,085) 16,713
Repayment of Deutsche Bank Mortgage.................... -- (2,014) (209)
Payment to former owner of acquired business........... -- -- (2,327)
Repayments of other debt and long term obligations..... (3,400) (2,023) (2,758)
Proceeds from issuance of common stock................. 1,270 511 --
------- -------- -------
Net cash used in continuing operations............... (8,780) (23,209) (659)
Net cash used in discontinued operations............. -- -- --
------- -------- -------
Net cash used in financing activities................ (8,780) (23,209) (659)
------- -------- -------
Effect of exchange rate changes on cash and cash
equivalents.............................................. 1,765 669 47
------- -------- -------
Change in cash and cash equivalents........................ (192) (3,188) 4,872
Cash and cash equivalents, beginning of period............. 4,376 7,564 2,692
------- -------- -------
Cash and cash equivalents, end of period................... $ 4,184 $ 4,376 $ 7,564
======= ======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest............................................... $ 547 $ 1,305 $ 3,056
Income taxes........................................... 2,908 2,877 3,732
Supplemental disclosure of non-cash investing activity:
Equipment acquired under capital lease obligations....... 553 -- 1,086

See notes to unaudited consolidated financial statements.

F-12

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 BUSINESS AND BASIS OF PRESENTATION

Safety Components International, Inc. (including, when context requires,
its consolidated subsidiaries, the "Company" or "SCI") operates in a single
segment as a manufacturer of automotive airbag fabric and cushions and technical
fabrics with operations principally in North America and Europe.

The 2001 Restructuring

On April 10, 2000 (the "Petition Date"), the Company and certain of its
U.S. subsidiaries (collectively, the "Safety Filing Group"), filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code ("Chapter 11")
with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). On October 11, 2000 (the "Emergence Date"), the Safety
Filing Group emerged from Chapter 11 pursuant to the Plan of Reorganization (the
"Plan") confirmed by the Bankruptcy Court. Pursuant to the Plan, upon emergence,
all of the Company's 10 1/8% Senior Notes due 2007 (the "Notes") (an aggregate
of approximately $96.8 million, including accrued interest to the Petition Date)
were converted into 4,840,774 shares of the Company's post-bankruptcy common
stock, and the pre-bankruptcy common stock, excluding stock held by Robert A.
Zummo (former Chairman and Chief Executive Officer of the Company), was
converted into 159,226 shares of the Company's post-bankruptcy common stock,
including 39,619 shares of treasury stock, and warrants to acquire an additional
681,818 shares of such common stock (these warrants expired as of April 10,
2003). Immediately upon emergence, the Company had 5,000,000 shares of common
stock issued and 4,960,381 shares outstanding and, other than shares underlying
the warrants, no shares of common stock were reserved for issuance in respect of
claims and interests filed and allowed under the Plan. In addition, the Safety
Filing Group's trade suppliers and other creditors were paid in full, pursuant
to the terms of the Plan, within 90 days of the Emergence Date.

The Plan was accounted for pursuant to Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
("SOP 90-7"), issued by the American Institute of Certified Public Accountants.
The accompanying consolidated financial statements reflect the use of "fresh
start" reporting as required by SOP 90-7. Under "fresh start" reporting, the
Company's assets and liabilities were adjusted to estimated fair values and
resulted in the creation of a new reporting entity (the "Reorganized Company" or
the "Company") with no retained earnings or accumulated deficit as of October
11, 2000. In conjunction with the revaluation of the assets and liabilities, a
reorganization value for the entity was determined based upon the approximate
fair value of the entity before considering debt requirements. Under "fresh
start" reporting, the reorganization value of the entity is allocated to the
entity's assets and liabilities. The portion of the reorganization value that
cannot be attributed to specific tangible or identified intangible assets of the
Reorganized Company is reported as "reorganization value in excess of amount
allocable to identifiable assets."

Change of Control

On September 29, 2003, Zapata Corporation ("Zapata", NYSE: "ZAP") filed a
Schedule 13D with the Securities and Exchange Commission (the "SEC") indicating
that as of September 18, 2003 it had acquired 2,663,905 shares of the Company's
common stock which then constituted approximately 53.7% of the issued and
outstanding shares of such common stock. As a result, a change of control of the
Company (the "Change of Control") occurred. On October 6, 2003, Zapata filed an
amendment to its Schedule 13D with the SEC, indicating that it had acquired an
additional 1,498,489 shares of the Company's common stock which, together with
the shares previously acquired, then constituted approximately 83.9% of the
issued and outstanding common stock of the Company.

F-13

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Change of Control triggered certain provisions of the Company's Stock
Option Plan, including immediate vesting of all options and an automatic change
in the exercise price of a portion of the options to $0.01. This change in
exercise price constituted a modification of the Stock Option Plan and the
Company was required to recognize a one-time, non-recurring compensation cost of
$1.4 million for the modified options, representing 126,900 options, for the
nine months ended December 31, 2003. Additionally, in lieu of re-pricing their
Class A stock options, the employment agreements of certain key executives
included a provision for a one-time, non-recurring bonus payable in the event of
a change of control. The aggregate bonus was $1.4 million and was also
recognized as an expense in 2003.

Following the Change of Control, the Company's Audit Committee and Board of
Directors determined that it was in the Company's best interest to change the
Company's fiscal year end from the last Saturday in the month of March to a
calendar-based year ending December 31 to coincide with Zapata's year end. This
change was effective as of the quarter ended December 31, 2003. At a meeting on
January 26, 2004, the Company's Board of Directors appointed two designees of
Zapata, Avram Glazer and Leonard DiSalvo, as members of the Company's Board of
Directors.

As a result of the above transactions, the consolidated federal income tax
group of the Company that existed prior to these transactions terminated and
Safety Components and its subsidiaries became members of the consolidated
federal income tax group of Zapata. In the first quarter of 2004, Zapata and the
Company entered into a Tax Sharing and Indemnity Agreement to define their
respective rights and obligations relating to federal, state and other taxes for
taxable periods attributable to the filing of consolidated or combined income
tax returns as part of the Zapata consolidated federal income tax group.

Due to exercises of options to purchase common stock of the Company, on or
about March 31, 2004, the number of shares of common stock outstanding increased
and, as a result, Zapata's ownership was reduced to less than 80%. As a result
of Zapata's ownership of the company's outstanding common stock falling below
80%, Zapata will not consolidate the Company into Zapata's consolidated income
tax returns for periods subsequent to the first quarter of 2004. Under The Tax
Sharing and Indemnity Agreement, the Company will be consolidated into Zapata's
tax filing group for the fourth calendar quarter of 2003 and the first calendar
quarter of 2004. On January 4, 2005, the Company received notification from the
Internal Revenue Service that its plan to return to the taxpayer status
consistent to the periods prior to the Change of Control has been approved. The
Company does not expect any material financial impact to result from the change
in its tax filing status.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The Company's consolidated financial statements include the assets,
liabilities and operating results of majority-owned subsidiaries and other
subsidiaries controlled by the Company. The ownership of the other interest
holders of consolidated subsidiaries is reflected as minority interest and is
not significant. All significant intercompany accounts and transactions have
been eliminated.

Effective as of March 31, 2004, the Company adopted the revised
interpretation of Financial Accounting Standards Board (FASB) Interpretation No.
46 (FIN 46), "Consolidation of Variable Interest Entities," (FIN 46-R). FIN 46-R
requires that certain variable interest entities be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The Company does not have any
investments in entities it believes are variable interest entities for which the
Company is the primary beneficiary.

F-14

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Financial Statement Preparation

The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the amounts and
disclosures reported in the financial statements and accompanying notes.
Significant estimates made by management include allowances for doubtful
accounts receivable, reserves for inventories, contingencies and other reserves,
allowances for deferred tax assets, reserves for discontinued operations and
assessment of asset impairment. Management believes that its estimates included
in the financial statements, including for these matters, are reasonable.
However, actual results could differ from those estimates. Certain prior year
amounts have been reclassified to conform to the current year presentation.

Fiscal year

Following the Change of Control, the Company changed its fiscal year to a
calendar year end to coincide with Zapata's fiscal year end. The Company's
operations were previously based on a fifty-two or fifty-three week fiscal year
ending on the Saturday closest to March 31. As such, the period from March 30,
2003 to December 31, 2003 consists of nine months of operations. The fiscal
years from January 1, 2004 to December 31, 2004 and March 31, 2002 to March 29,
2003 each consisted of twelve months of operations.

Cash equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Derivative financial instruments

Derivative financial instruments are utilized by the Company to reduce
exposures to volatility of foreign currencies impacting the operations of its
business. The Company does not enter into financial instruments for trading or
speculative purposes.

The Company uses SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", which, as amended, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. It requires the recognition
of all derivative instruments as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value. The
accounting treatment of changes in fair value is dependent upon whether or not a
derivative instrument is designated as a hedge and, if so, the type of hedge.
For derivatives designated as cash flow hedges, to the extent effective, changes
in fair value are recognized in accumulated other comprehensive income (loss)
until the hedged item is recognized in earnings. Ineffectiveness is recognized
immediately in earnings. For derivatives designated as fair value hedges,
changes in fair value are recognized in earnings.

On December 31, 2004, the Company had no outstanding forward exchange
contracts. On December 31, 2003 the Company had outstanding forward exchange
contracts to purchase Mexican Pesos and Czech Korunas that met the requirements
of SFAS No. 133 and were accounted for as qualifying hedges. See Note 12 for
further information regarding derivative instruments entered into and executed
during the twelve months ended December 31, 2004 and nine months ended December
31, 2003.

Concentration of credit risk

The Company is subject to a concentration of credit risk relating to its
trade receivables. At December 31, 2004, three customers accounted for
approximately 36%, 11% and 10% of its trade

F-15

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

receivables. At December 31, 2003, these same three customers accounted for
approximately 36%, 15% and 5% of its trade receivables. The Company performs
ongoing credit evaluations of its customers and generally does not require
collateral. The Company evaluates potential losses for uncollectible accounts
and such losses have historically been immaterial and within management's
expectations.

Inventories

Inventories represent direct materials, labor and overhead costs incurred
for products not yet delivered and are stated at the lower of cost (first-in,
first-out) or market.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is calculated using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are amortized over
the shorter of their estimated useful lives or the term of the underlying lease.
Estimated useful lives by class of assets are as follows:

Machinery and equipment.............................. 4 - 10 years
Furniture and fixtures............................... 3 - 5 years
Buildings............................................ 25 - 40 years
Leasehold improvements............................... Lesser of useful life or lease term

Expenditures for repairs and maintenance are charged to expense as
incurred. Renewals or betterments of significant items are capitalized.

Tangible asset impairment

The Company continually monitors conditions that may affect the carrying
value of its tangible assets. When conditions indicate potential impairment of
such assets, the Company evaluates the fair value of the assets. When the fair
value of an asset is less than the carrying value of the asset, the impaired
asset is written down to its estimated fair value, and is charged to operations
in the period in which impairment is determined. Management is not aware of any
events that would indicate potential impairment of its tangible assets.

Intangible assets

At December 31, 2004, intangible assets consist of certain Company patents
revalued at the "fresh start" date to fair value. Such patents are amortized
over estimated lives between 15 and 20 years. Accumulated amortization at
December 31, 2004 and December 31, 2003 was approximately $544,000 and $391,000,
respectively. Amortization of patents is expected to approximate $155,000 per
year for each of the five succeeding years. The Company continually monitors
conditions that may affect the carrying value of its intangible assets. When
conditions indicate potential impairment of such assets, the Company evaluates
the fair value of the assets. When the fair value of an asset is less than the
carrying value of the asset, the impaired asset is written down to its estimated
fair value, and is charged to operations in the period in which impairment is
determined. Management is not aware of any events that would indicate potential
impairment of its intangible assets.

The adoption of SFAS No. 142, "Goodwill and Other Intangible Assets",
required the Company to perform an impairment assessment of the Company's
"reorganization value in excess of amounts allocable to identifiable assets"
arising from the valuation performed upon its emergence from Chapter 11 in
October 2000 ("excess reorganization value"), and goodwill, as of March 31,
2002. Under the transition guidance of SFAS No. 142, the Company was required to
perform its initial impairment evaluation within six months of adopting the new
standard, and any impairment charges were to be retroactively recorded in

F-16

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the first quarter of the Company's fiscal year. Other identifiable intangible
assets of the Company consist of patents that continue to be amortized over
their estimated useful lives. In accordance with SFAS No. 142, the Company
compared the book value of the Company's net assets, including the excess
reorganization value and goodwill, to the Company's fair value as of March 31,
2002. The Company estimated its fair value using the following methodologies: a
discounted cash flows approach, relative market multiples for comparable
businesses and a market approach based on the Company's total market
capitalization. Because the fair value was lower than the book value of the
Company's net assets, excess reorganization value and goodwill were determined
to be impaired and accordingly, the carrying value of such assets (approximately
$14.7 million at March 31, 2002) was charged to earnings as the cumulative
effect of a change in method of accounting effective March 31, 2002. There was
no tax effect of the change in accounting principle, as the excess
reorganization value and goodwill were not deductible for income tax purposes.

Following is a summary of intangible assets (in thousands):

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

Identifiable intangible assets -- patents:
Gross carrying amount............................... $1,652 $1,563
Accumulated amortization............................ (544) (391)
------ ------
Net carrying amount................................. $1,108 $1,172
====== ======

Amortization expense for the year ended December 31, 2004, the nine months
ended December 31, 2003 and the years ended March 29, 2003 was $153,000,
$106,000 and $124,000, respectively.

Deferred financing costs

Costs incurred in connection with financing activities are deferred and
amortized over the lives of the respective debt instruments using the straight
line method (which approximates the effective interest method), and are charged
to interest expense in the accompanying consolidated statements of operations.
Total costs deferred and included in "other assets" in the accompanying
consolidated balance sheets at December 31, 2004 and December 31, 2003 were
$349,000 and $401,000, respectively.

Income taxes

Income taxes are recognized for financial reporting purposes during the
year in which transactions enter into the determination of income, with deferred
taxes being provided for temporary differences between the basis for financial
reporting purposes and the basis for income tax reporting purposes. A valuation
allowance is provided for deferred tax assets when, in the opinion of
management, it is more likely than not that the deferred tax assets will not be
realized.

Revenue recognition

The Company recognizes revenue from product sales when it has shipped the
goods and title and the risk of loss has passed. Additionally, the Company
accrues for estimated sales returns and other allowances at the time of shipment
based upon historical experience. Actual sales returns and other allowances have
not differed materially from such estimates.

Annual revenues from major customers

The Company's net sales to three customers in the year ended December 31,
2004 aggregated approximately 30%, 24% and 8% of net sales. The Company's net
sales to these same three customers in

F-17

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the nine months ended December 31, 2003 aggregated approximately 32%, 23% and
13% of net sales. The Company's net sales to these same three customers in the
year ended March 29, 2003 aggregated approximately 32%, 21% and 19% of net
sales, respectively.

Environmental expenditures

Environmental expenditures that result from the remediation of an existing
condition caused by past operations that will not contribute to current or
future revenues are expensed. Expenditures that extend the life of the related
property or prevent future environmental contamination are capitalized. The
Company's environmental expenditures for the year ended December 31, 2004, the
nine months ended December 31, 2003 and the year ended March 29, 2003 were
insignificant. Undiscounted liabilities are recognized for remedial activities
when the cleanup is probable and the cost can be reasonably estimated. See Note
7 for further information regarding environmental reserves.

Advertising costs

Advertising costs are charged to operations when incurred. Advertising
costs were approximately $195,000, $81,000 and $117,000 during the year ended
December 31, 2004, the nine months ended December 31, 2003 and the year ended
March 29, 2003, respectively, and were recorded as a component of selling and
marketing expenses in the accompanying consolidated statements of operations.

Shipping costs

The costs to ship products to customers of approximately $3.7 million, $2.9
million and $2.9 million during the year ended December 31, 2004, the nine
months ended December 31, 2003 and the year ended March 29, 2003, respectively,
are included as a component of cost of sales in the accompanying consolidated
statements of operations.

Research and development expenses

Research and development costs are charged to operations when incurred and
are included in operating expenses. Costs associated with design and development
for fabric and airbag cushions for the year ended December 31, 2004, the nine
months ended December 31, 2003 and the year ended March 29, 2003, were $1.5
million, $1.2 million and $1.2 million, respectively.

Comprehensive income

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. The Company currently has two items,
unrealized gain or loss on foreign currency translation and gain or loss on
derivatives, which are components of other comprehensive income. Unrealized
gains or losses on foreign currency translation are not shown net of income
taxes because the earnings of foreign subsidiaries are considered by Company
management to be permanently reinvested.

Earnings per share

Earnings per share amounts have been computed using Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"). SFAS No.
128 establishes standards for computing and presenting earnings per share
("EPS"). Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the period. It also requires a reconciliation of the numerator
and denominator of the basic EPS

F-18

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

computation to the numerator and denominator of the diluted EPS computation.
Diluted EPS includes unexercised stock options using the treasury stock method.
(See Note 11).

Stock Based Compensation

On May 18, 2001, the Safety Components International, Inc. 2001 Stock
Option Plan ("Stock Option Plan") became effective pursuant to shareholder
approval. The Stock Option Plan provides for the issuance of options to purchase
up to an aggregate of 900,000 shares of SCI's common stock to key officers,
employees, directors and consultants of SCI or its affiliates. Unless designated
otherwise by the Compensation Committee of the Board of Directors, options
granted pursuant to the Stock Option Plan are intended to be non-statutory stock
options. The Compensation Committee determines the exercise price and the term
of options granted pursuant to the Stock Option Plan at the time of grant. Each
award is determined by the Compensation Committee on an individual basis.
Options to purchase a total of 510,100 shares of common stock at a fair market
price of $8.75 per share (subject to adjustment in certain circumstances), to
vest ratably over a period of three years from the date of grant on May 18,
2001, were granted by the Compensation Committee to 22 employee participants and
to the outside directors under the Stock Option Plan. Additional options to
purchase 190,000 shares of common stock at a fair market price of $6.71 per
share, to vest ratably over a period of three years from the date of grant on
April 1, 2002, were granted by the Compensation Committee to employees and
outside directors. All options expire on October 31, 2010.

The Company applies the principles of Accounting Principles Board Opinion
("APB") No. 25 in accounting for employee stock option plans (the intrinsic
value method). All stock options granted had an exercise price equal to the fair
market value of the underlying common stock at the date of grant. Accordingly,
under APB No. 25, no compensation cost was recognized in the Company's financial
statements in prior periods. During the quarter ended September 27, 2003, the
Change of Control occurred and as a result under the provisions of the Stock
Option Plan all options vested immediately and the exercise prices of a certain
subset of the options were automatically changed to $0.01 (the "modified
options"). This change in exercise price constituted a modification of the Stock
Option Plan and under APB No. 25 and Financial Interpretation Number ("FIN") 44,
"Accounting for Certain Transactions involving Stock Compensation," the Company
was required to recognize compensation cost of $1.4 million ($823,000 net of
tax) for the modified options, representing 126,900 options, for the quarter
ended September 27, 2003. No expense was recognized on the remaining 567,800
options that were not subject to the automatic change in exercise price.
According to the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" and as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," the Company is required to disclose
the compensation expense included in net income based on APB No. 25 and the
related pro-forma cost measured by the fair value method under SFAS No. 123, net
of tax effects. Additionally, the modification resulted in an increased value
for the modified options (the "incremental fair value") that is disclosed as
part of the pro-forma expense measured by the fair value method.

The fair values of the original options are based upon the Black-Scholes
option-pricing model, and are estimated on the date of grant with the following
assumptions used for grants in fiscal years 2003 and 2002, respectively: risk
free interest rate of 4.79 and 5.45 percent; zero percent dividends; expected
lives of 6.0 years for each grant; and expected volatility of 80.9 and 188.0
percent. The fair values of the options granted at May 18, 2001 and April 1,
2002, were $4.26 and $6.44 per share, respectively. Prior to the modification,
the Company's SFAS No. 123 pro-forma compensation expense would have been $1.1
million and $419,000 for the nine months ended December 31, 2003 and for the
twelve months ended March 29, 2003, respectively.

F-19

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As a result of the modification, the incremental fair value of the modified
options is to be estimated immediately before their terms are modified and on
the date of modification. The fair values for the modified options were also
based on the Black-Scholes option-pricing model, with the following assumptions
used: risk free interest rate of 0.99 percent; zero percent dividends; expected
life of 0.5 years; expected volatility of 83.7 percent; and an exercise price of
$0.01 and $8.75. The incremental fair value of the modified options was $7.38.
As a result, the incremental pro-forma compensation expense was $534,000 and $0
for the nine months ended December 31, 2003 and for the twelve months ended
March 29, 2003, respectively.

Had compensation cost for the Company's stock option plans been determined
based on the estimated fair value at the grant dates for awards under those
plans consistent with the method of SFAS No. 123 (as amended), the Company's
compensation cost (net of tax), net income (loss) and net income (loss) per
common share, basic and diluted, would have been affected as indicated in the
pro-forma amounts below (in thousands, except per share data):

PERIOD FROM
YEAR ENDED MARCH 30, 2003 TO YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003 MARCH 29, 2003
(TWELVE MONTHS) (NINE MONTHS) (TWELVE MONTHS)
----------------- -------------------- ---------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Net income (loss), as reported:.... $10,248 $6,102 $(8,785)
------- ------ -------
Add: Total stock-based employee
compensation expense included
in reported net income (loss),
net of tax.................... -- 823 --
Deduct: Total stock-based
employee compensation expense
determined under fair value
method, net of tax............ -- 1,650 419
------- ------ -------
Pro forma net income loss.......... $10,248 $5,275 $(9,204)
======= ====== =======
Net income (loss) per share:
Basic -- as reported:......... $ 1.97 $ 1.23 $ (1.77)
Basic -- pro forma:........... $ 1.97 $ 1.06 $ (1.86)
Diluted -- as reported:....... $ 1.94 $ 1.19 $ (1.77)
Diluted -- pro forma:......... $ 1.94 $ 1.03 $ (1.86)

There were 354,200 options outstanding as of December 31, 2004. During the
year ended December 31, 2004, there were 258,300 exercised options, no
forfeitures and no options were granted or expired. Of the 354,200 options
outstanding at December 31, 2004, 272,500 have an exercise price of $8.75,
74,200 have an exercise price of $6.71 and 7,500 have an exercise price of
$0.01, with all options having a weighted average remaining contractual life of
5.84 years. All options outstanding became fully vested upon the Change of
Control and are currently exercisable.

There were 612,500 options outstanding as of December 31, 2003. During the
nine months ended December 31, 2003, there were 77,800 exercised options,
forfeitures of 6,400 and 3,400 options with an exercise price of $8.75 and
$6.71, respectively, and no options were granted or expired. Of the 612,500
options outstanding at December 31, 2003, 350,400 had an exercise price of
$8.75, 100,300 had an exercise price of $0.01 and 161,800 had an exercise price
of $6.71, with all options having a weighted average remaining contractual life
of 7.10 years. All options outstanding became fully vested upon the Change of
Control and are currently exercisable.

F-20

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

There were 700,100 options outstanding at March 29, 2003, of which 510,100
had an exercise price of $8.75 and 190,000 had an exercise price of $6.71, with
a weighted average remaining contractual life of 7.60 years; 341,767 of these
options were currently exercisable with an exercise price of $8.75. Options to
purchase 190,000 shares of common stock at a fair market price of $6.71 per
share, to vest ratably over a period of three years from the date of grant on
April 1, 2002, were granted by the Compensation Committee to employees and
outside directors. There were no options exercised, forfeited or expired for the
year ended March 29, 2003.

See "New Accounting Standards" below for further information on the
potential impact of new accounting guidance on stock based compensation.

Foreign currency translation

Financial statements of substantially all of the Company's foreign
operations are prepared using the local currency as the functional currency.
Translation of these foreign operations to United States dollars occurs using
the current exchange rate for balance sheet accounts and a weighted average
exchange rate for results of foreign operations. Translation gains or losses are
recognized in "accumulated other comprehensive income (loss)" as a component of
stockholders' equity in the accompanying consolidated balance sheets.

The Company's subsidiary in Mexico prepares its financial statements using
the United States dollar as the functional currency. Since the Mexico subsidiary
does not have external sales and does not own significant amounts of inventory
or fixed assets, the Company has determined that the United States dollar is the
appropriate functional currency. Accordingly, the translation effects of the
financial statements are included in the results of operations. During the
periods presented herein, such amounts were not significant.

Foreign currency transaction gains are reflected in operations in "other
income, net." During the year ended December 31, 2004, the nine months ended
December 31, 2003 and the year ended March 29, 2003, transaction gains included
in operations amounted to $677,000, $2.0 million and $3.5 million, respectively.

Fair value of financial instruments

The consolidated financial statements include financial instruments whereby
the fair market value of such instruments may differ from amounts reflected on a
historical basis. Financial instruments of the Company consist of cash deposits,
accounts receivable, advances to affiliates, accounts payable, certain accrued
liabilities and long-term debt. The carrying amount of the Company's long-term
debt at December 31, 2004 and December 31, 2003 approximated fair market value
based on prevailing market rates. The Company's other financial instruments
generally approximate their fair values based on the short-term nature of these
instruments.

Discontinued Operations

As discussed in Note 3, the Company has reported its metal and defense
businesses as discontinued operations in the consolidated financial statements
from October 11, 2000, the measurement date, through March 29, 2003. Prior to
March 29, 2003, the Company had disposed of all discontinued operations with the
sale of Galion, Inc. on December 23, 2002. Accordingly, the businesses' net
losses during the years ended March 30, 2002 and March 29, 2003, which were
incurred subsequent to the measurement date, were applied against the accrued
losses recorded during those periods as incurred in the consolidated statements
of operations.

F-21

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Segment Information

The Company has adopted the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The Company sells similar
products (airbag cushions, airbag fabric and technical fabrics), uses similar
processes in selling the products and sells the products to similar classes of
customers. As a result of these similar economic characteristics and the way the
business is managed, the Company has aggregated the results into a single
segment for purposes of reporting financial condition and results of operations.
See Note 8 for product revenue and geographic information.

New Accounting Standards

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, Inventory Costs,
which clarifies the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material. SFAS No. 151 will be effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The
Company is in the process of evaluating the effect, if any, that the adoption of
SFAS No. 151 will have on its financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, which eliminates the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 will be
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The Company is in the process of evaluating the effect, if
any, that the adoption of SFAS No. 153 will have on its financial position and
results of operations.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which establishes standards for transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective
for interim or annual reporting periods beginning on or after June 15, 2005. The
Company is in the process of evaluating the effect, if any, that the adoption of
SFAS No. 123(R) will have on its financial position and results of operations.

NOTE 3 DISCONTINUED OPERATIONS

As previously discussed, on October 10, 2000, the Company concluded to exit
and sell its metal and defense businesses consisting of Valentec Wells, LLC, the
metallic belt links business located in Missouri (relocated from Costa Mesa, CA)
and Galion, Inc., the defense systems and products divisions located in Ohio.

On September 27, 2001, the Company finalized the sale of the metallic belt
links business of Valentec Wells, LLC. Pursuant to an asset purchase agreement
dated September 16, 2001 between Valentec Wells, LLC and Alliant Lake City Small
Caliber Ammunition Company LLC, the Company sold the metallic belt links
production assets and inventory of Valentec Wells, LLC for approximately $4.8
million in cash. The resulting gain on this sale was substantially offset by
additional provisions for losses and an asset write-down at Galion, Inc. in
fiscal 2002.

On December 23, 2002, the Company completed the disposal of its
discontinued operations with the sale of Galion, Inc. ("Galion") pursuant to a
stock purchase agreement between the Company and Galion Acquisition, LLC, an
affiliate of The Diversified Group Incorporated. The Company sold all its stock
in Galion for an adjusted purchase price of $454,000 in cash, resulting in a
loss on disposition of discontinued operations of approximately $2.0 million,
including the recognition of a tax provision of approximately $660,000 related
to an adjustment of the deferred tax liabilities of the discontinued operations.
There was

F-22

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

no tax effect on the loss on disposition as the Company recorded a deferred tax
asset and a concurrent reserve on the tax asset as a result of the loss being a
capital loss.

Following is a summary of financial information for the Company's
discontinued metal and defense operations (in thousands):

Net sales............................ $ -- $ -- $5,435
Discontinued operations:
Loss on disposition, net of income
taxes........................... -- -- 2,023(a)

---------------

(a) During fiscal year 2003, the Company recorded a loss on disposition of
discontinued operations due to the sale of Galion, Inc. in December 2002.

The Company accounted for its discontinued operations in accordance with
APB No. 30. Accordingly, the Company recognized an initial estimated loss at the
measurement date and additional losses subsequent to the measurement date under
the "net realizable value" principle. Continued, unforeseen losses at the
Valentec and Galion operations were the primary reason for additional losses
being recognized. Unanticipated costs related to the move of the Valentec
operation from California to Missouri; the unanticipated loss of major
contracts; changing market conditions resulting in additional pricing pressure;
a deferred tax provision adjustment associated with Galion; and a loss
recognized on the disposition of Galion were the primary contributors to these
additional losses.

NOTE 4 COMPOSITION OF CERTAIN CONSOLIDATED BALANCE SHEET ACCOUNTS (IN
THOUSANDS)

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

Accounts receivable:
Trade receivables, net and allowances of $892 and
$445 at December 31, 2004 and December 31, 2003,
respectively.................................... $ 37,547 $ 35,361
Other.............................................. 1,725 1,748
-------- --------
Total.............................................. $ 39,272 $ 37,109
======== ========
Inventories:
Raw materials...................................... $ 7,153 $ 6,273
Work-in-process.................................... 8,073 7,089
Finished goods..................................... 11,656 10,190
-------- --------
Total.............................................. $ 26,882 $ 23,552
======== ========
Property, plant and equipment:
Land and buildings................................. $ 20,479 $ 18,757
Machinery and equipment............................ 67,238 59,221
Furniture and fixtures............................. 1,167 1,396
Construction in process............................ 2,277 603
-------- --------
91,161 79,977
Less -- accumulated depreciation and
amortization.................................... (42,712) (29,549)
-------- --------
Total.............................................. $ 48,449 $ 50,428
======== ========

F-23

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 LONG-TERM DEBT (IN THOUSANDS)

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

Congress revolving credit facility due on October 8,
2006, bearing a variable interest rate (5.00% at
December 31, 2004)................................. $ 105 $ 4,628
Congress Term A loan due on October 8, 2006, bearing
a variable interest rate (5.00% at December 31,
2004).............................................. 2,048 4,176
KeyCorp equipment note due August, 2005.............. 1,028 2,690
HVB Bank Czech Republic mortgage note due March,
2007............................................... 2,640 3,509
Capital equipment notes payable, with various
interest rates ranging from 6.42% to 8.36%,
maturing at various dates through March 2007....... 1,171 1,028
------- -------
Total debt........................................... 6,992 16,031
Less -- current portion of long-term debt............ (3,263) (4,214)
------- -------
Total long-term portion of debt...................... $ 3,729 $11,817
======= =======

Credit Facilities

The Company has a credit facility with Congress Financial Corporation
(Southern), a subsidiary of Wachovia Bank, National Association ("Congress").
The Company has an aggregate $35.0 million revolving credit facility with
Congress (the "Congress Revolver") expiring October 8, 2006. Under the Congress
Revolver, the Company may borrow up to the lesser of (a) $35.0 million or (b)
85% of eligible accounts receivable, plus 60% of eligible finished goods, plus
50% of eligible raw materials. The amount outstanding under the Congress
Revolver at December 31, 2004 was $105,000. The Congress Revolver also includes
a $5.0 million letter of credit facility, which was unutilized at December 31,
2004.

In addition, the Company has a term facility with Congress (the "Congress
Term A loan") under which $2.0 million was outstanding as of December 31, 2004.
The Congress Term A loan is payable in equal monthly installments of
approximately $45,000, with the unpaid principal amount due on October 8, 2006.
Additional amounts are not available for borrowing under the Congress Term A
loan. In addition to the Congress Revolver and the Congress Term A loan, the
Company also has an additional term loan (the "Congress Term B loan" and,
collectively with the Congress Revolver and the Congress Term A loan, the
"Congress Facilities") which is undrawn and under which $3.5 million was
available as of December 31, 2004. At December 31, 2004, the Company's
availability for additional borrowings (based on the maximum allowable limit)
under the Congress Revolver and the Congress Term B loan was approximately $38.4
million.

The interest rate on the Congress Revolver and Congress Term A loan is
variable, depending on the amount of the Company's Excess Availability (as
defined in the Congress Facilities) at any particular time and the ratio of the
Company's EBITDA, less certain capital expenditures made by the Company, to
certain fixed charges of the Company (the "Fixed Charge Coverage Ratio"). The
Company may make borrowings based on the prime rate as described in the Congress
Facilities (the "Prime Rate") or the LIBOR rate as described in the Congress
Facilities, in each case with an applicable margin applied to the rate. The
Congress Term B loan bears interest at the Prime Rate plus 3%. At December 31,
2004, the margin on Prime Rate loans was 0.0% and the margin on LIBOR rate loans
was 1.75%. The Company is required to pay a monthly unused line fee of 0.25% per
annum on the unutilized portion of the Congress Revolver and a monthly fee equal
to 1.75% per annum of the amount of any outstanding letters of credit.

F-24

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under the Congress Revolver and Congress Term A loan, the Company is
subject to a covenant that requires it to maintain a certain tangible net worth.
To the extent that the Company has borrowings outstanding under the Congress
Term B loan, it is subject to additional financial covenants that require the
Company: (i) to maintain EBITDA of no less than certain specified amounts, (ii)
to maintain a Fixed Charge Coverage Ratio of no less than a specified amount,
(iii) to maintain a ratio of certain indebtedness to EBITDA not in excess of a
specified amount, and (iv) not to make capital expenditures in excess of
specified amounts. In addition, the Company would be required to repay the
Congress Term B loan to the extent of certain excess cash flow.

The Congress Facilities also impose limitations upon the Company's ability
to, among other things, incur indebtedness (including capitalized lease
arrangements); become or remain liable with respect to any guaranty; make loans;
acquire investments; declare or make dividends or other distributions; merge,
consolidate, liquidate or dispose of assets or indebtedness; incur liens; issue
capital stock; or change its business. At December 31, 2004, the Company was in
compliance with all financial covenants. At December 31, 2004, the Company was
also in compliance with all non-financial covenants other than a covenant
requiring the company to dissolve certain inactive subsidiaries. The
non-compliance under this covenant was waived by Congress. Substantially all
assets of the Company are pledged as collateral for the borrowings under the
Congress Facilities.

In July 2004, the Company and Congress entered into an amendment to the
Congress Facilities which, among other things, allows the Company to include its
Romanian subsidiary and entities formed in connection with its joint venture in
China within the group of affiliates to which the Company is permitted to make
loans up to an aggregate specified amount. In October 2004, the Company and
Congress entered into an amendment and consent to the Congress Facilities
pursuant to which Congress consented to certain actions by the Company, and the
Company and Congress agreed to certain amendments to the Congress Facilities, in
each case in order to permit the Company to enter into its joint venture in
South Africa. This amendment also, among other things, allows the Company to
include the entity formed to conduct this joint venture within the group of
affiliates to which the Company is permitted to make loans up to an aggregate
specified amount.

Other Long term Obligations

On March 28, 2002, the Company's Czech Republic subsidiary and HVB Bank
Czech Republic, successor to Bank Austria, entered into an amendment to its $7.5
million mortgage note facility dated June 4, 1997. This amendment extended the
mortgage facility for five years, established an interest rate of 1.7% over
EURIBOR (EURIBOR was 2.42% at December 31, 2004), requires monthly payments of
approximately $89,000 and is secured by the real estate assets of the Company's
subsidiary in the Czech Republic. The Company has guaranteed the repayment of up
to $500,000 of the obligations of this subsidiary with respect to this facility.

On July 10, 1998, the Company entered into a $10.0 million financing
arrangement with KeyCorp Leasing, a division of Key Corporate Capital Inc.
("KeyCorp"). The KeyCorp financing agreement has a seven-year term, bears
interest at a rate of 1.25% over LIBOR (LIBOR was 2.42% at December 31, 2004),
requires monthly payments of approximately $150,000 and is secured by certain
equipment located at the Company's Greenville, South Carolina facility.

F-25

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future annual minimum principal payments of long-term debt and capital
lease obligations at December 31, 2004 are due in the following fiscal years (in
thousands):

2005........................................................ $3,263
2006........................................................ 3,284
2007........................................................ 445
2008........................................................ --
2009........................................................ --
Thereafter.................................................. --
------
$6,992
======

Guarantees

FASB Interpretation No. 45 provides guidance on the disclosures to be made
by a guarantor about its obligations under certain guarantees that it has issued
and specific disclosures related to product warranties. As of December 31, 2004,
the Company and various consolidated subsidiaries of the Company are borrowers
under the Congress Facilities (as defined above) and a note payable to a bank in
the Czech Republic (together, the "Facilities"). The Facilities are guaranteed
by either the Company and/or various consolidated subsidiaries of the Company in
the event that the borrower(s) default under the provisions of the Facilities.
The guarantees are in effect for the duration of the related Facilities. The
Company does not provide product warranties within the disclosure provisions of
Interpretation No. 45.

NOTE 6 INCOME TAXES

The provision (benefit) for income taxes from continuing operations is
comprised of the following (in thousands):

PERIOD FROM
YEAR ENDED MARCH 30, 2003 TO YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003 MARCH 29, 2003
(TWELVE MONTHS) (NINE MONTHS) (TWELVE MONTHS)
----------------- -------------------- ---------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Current taxes:
Federal.......................... $1,425 $2,392 $3,529
State............................ 223 360 633
Foreign.......................... 3,798 1,987 1,593
Deferred taxes:
Federal.......................... 70 (885) 378
State............................ 11 (135) (38)
Foreign.......................... 244 89 25
------ ------ ------
$5,771 $3,808 $6,120
====== ====== ======

Income before income tax expense attributable to domestic operations is
approximately $6.8 million, $4.6 million, and $11.9 million during the year
ended December 31, 2004, the nine months ended December 31, 2003 and the year
ended March 29, 2003, respectively. Income before income tax expense
attributable to foreign operations is approximately $9.3 million, $5.3 million
and $2.1 million during the year ended December 31, 2004, the nine months ended
December 31, 2003 and the year ended March 29, 2003, respectively.

F-26

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes differs from the amount computed by applying
the federal income tax rate to income from continuing operations before income
taxes as follows:

PERIOD FROM
YEAR ENDED MARCH 30, 2003 TO YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003 MARCH 29, 2003
(TWELVE MONTHS) (NINE MONTHS) (TWELVE MONTHS)
----------------- -------------------- ---------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Expected taxes at federal statutory
rate............................. 34% 34% 34%
State income taxes, net of federal
benefits......................... 1 2 3
Foreign earnings taxed at different
rates............................ 4 3 6
Deductible foreign taxes........... (3) -- --
Valuation allowance on deferred tax
assets........................... 1 1 --
Recovery of non-taxable bankruptcy
expense.......................... -- 1 --
Other, net......................... (1) (2) 1
---- ---- ----
36% 39% 44%
==== ==== ====

The following summarizes the deferred tax assets (liabilities) recognized
in the accompanying consolidated balance sheets (in thousands):

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

Deferred tax assets (liabilities):
Accrued compensation.............................. $ -- $ 212
Accrued insurance................................. 204 234
Other accrued liabilities......................... 556 290
Inventory......................................... 523 504
Receivables....................................... 327 99
Property, plant and equipment..................... (4,703) (4,836)
Deferred compensation............................. 1,371 1,060
Environmental reserves............................ 103 103
Stock options..................................... 31 389
Capital loss carryforward......................... 795 795
Foreign deferred tax assets
(liabilities) -- other......................... 451 (114)
Foreign net operating loss carryforwards.......... -- 550
------- -------
Net deferred tax liabilities before valuation
allowances................................... (342) (714)
Valuation allowance on capital loss and foreign
net operating loss carryforwards and foreign
deferred tax assets............................ (1,440) (1,345)
------- -------
Net deferred tax liabilities................... (1,782) (2,059)
======= =======

F-27

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

Recognized as follows in the accompanying
consolidated balance sheets
Current deferred tax assets....................... $ 1,609 $ 1,340
Long-term deferred tax assets..................... 244 112
Long-term deferred tax liabilities................ (3,635) (3,511)
------- -------
Net deferred tax liabilities................... $(1,782) $(2,059)
======= =======

Current deferred tax assets are included in "prepaid and other" assets and
long-term deferred tax assets are included in "other assets" in the accompanying
consolidated balance sheets.

The net valuation allowance on capital loss and foreign deferred tax assets
increased by approximately $95,000 due to the establishment of a valuation
allowance for foreign deferred tax assets attributable to the Company's United
Kingdom operations.

No taxes have been provided relating to the possible distribution of
approximately $26.3 million of undistributed earnings considered to be
permanently reinvested in foreign operations.

Significant judgment is required in evaluating the Company's federal, state
and foreign tax positions and in the determination of its tax provision. Despite
management's belief that the Company's tax return positions are fully
supportable, the Company may establish, and has established, reserves when it
believes that certain tax positions are likely to be challenged and it may not
fully prevail in overcoming these challenges. The Company may adjust these
reserves as relevant circumstances evolve, such as guidance from the relevant
tax authority, its tax advisors or resolution of issues. The Company's tax
expense includes the impact of reserve provisions and changes to reserves that
it considers appropriate. The Company is currently undergoing examinations of
its corporate income tax returns by tax authorities and it is possible that the
examination could result in assessment and payment of taxes related to these
positions during 2005. Therefore, the reserves for these positions are
classified as current in the accompanying consolidated balance sheet.

The Company does not expect any material impact on its financial statements
from the American Jobs Creation Act of 2004.

NOTE 7 COMMITMENTS AND CONTINGENCIES

Legal proceedings

As described in Note 1, the Company emerged from bankruptcy on October 11,
2000, and an order entering the final decree and closing the Chapter 11 cases
was signed on November 21, 2003. The final decree is subject to a "Limited
Reservation of Jurisdiction" for a "Reporting/Fee Dispute" with the U.S. Trustee
Office over administrative matters associated with the cases. The Company has
reserved $275,000 for any potential exposure associated with the Reporting/Fee
Dispute. Although no assurances can be given in this regard, management does not
expect that the Company will incur material expenditures in addition to those
reserved with respect to the Reporting/Fee Dispute.

The Company, from time to time, becomes party to legal proceedings and
administrative actions, which are of an ordinary or routine nature, incidental
to the operations of the Company. Although it is difficult to predict the
outcome of any legal proceeding, in the opinion of the Company's management,
such proceedings and actions should not, individually or in the aggregate, have
a material adverse effect on the Company's financial condition, operations or
cash flow.

F-28

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Leases

The Company has non-cancelable leases for equipment and office space that
expire at various dates through 2010. The net present value of the capital lease
obligations is included as part of the Company's total long-term debt described
above in Note 5. Certain of the lease payments are subject to adjustment for
inflation. The Company incurred rent expense of $1.7 million, $1.3 million and
$2.0 million for the year ended December 31, 2004, the nine months ended
December 31, 2003 and the year ended March 29, 2003, respectively.

Future annual minimum lease payments for all non-cancelable leases as of
December 31, 2004 are as follows (in thousands):

CAPITAL OPERATING
----------- -----------
(UNAUDITED) (UNAUDITED)

2005........................................................ $ 561 $ 660
2006........................................................ 529 384
2007........................................................ 154 225
2008........................................................ -- 49
2009........................................................ -- 15
Thereafter.................................................. -- 7
-- --
------ ------
Total minimum lease payments................................ 1,244 $1,340
====== ======
Amount representing interest................................ 73
------
Net present value of minimum lease payments................. $1,171
======

Environmental issues

An undiscounted reserve of $277,000 has been included in "other long-term
liabilities" on the accompanying consolidated balance sheets for estimated
future environmental expenditures related to the Company's facility in
Greenville, South Carolina (the "Greenville facility") for conditions existing
prior to the Company's ownership of the facility. Such reserve was established
at the time the Company acquired the facility, and the amount was determined by
reference to the results of a Phase II study performed at the Greenville
facility. In addition, the Greenville facility has been identified along with
numerous other parties as a Potentially Responsible Party ("PRP") at the
Aquatech Environmental, Inc. Superfund Site. The Company believes that it is a
de minimis party with respect to the site and that future clean-up costs
incurred by the Company will not be material.

The Company has received a General Notice of Potential Liability letter
from the U.S. Environmental Protection Agency ("EPA"), dated November 22, 2004,
addressed to Valentec Wells, LLC, an inactive subsidiary ("Valentec Wells") of
the Company, regarding the RRGClayton Chemical Site (the "Site"). The EPA Notice
states that the agency has received information indicating that Valentec Wells
is a PRP for the Site pursuant to the Comprehensive Environmental Response
Compensation and Liability Act. The EPA letter indicates that Valentec Wells is
one of 73 PRPs that were selected to receive this Notice as the alleged largest
contributors of waste to the Site. The EPA Notice invited Valentec Wells to
attend PRP meetings in early December 2004 and to respond indicating the
company's willingness to perform or finance remedial response activities at the
Site. In subsequent communications, EPA has alleged that Valentec Wells may be
connected to the Site through another corporation. The Company has requested
that EPA provide any information in its possession related to the alleged
successor relationship between Valentec Wells and the other company. As of the
date of this

F-29

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Annual Report on Form 10-K, no information has been provided by the EPA and the
Company's inquiry into this matter has not confirmed any corporate relationship
between Valentec Wells and the other company, nor has it revealed any
information to indicate that Valentec Wells ever sent wastes to the Site. The
Company will continue to review this matter. At this time, the Company is unable
to predict the outcome or reasonably estimate a range of possible loss.

Although no assurances can be given in this regard, in the opinion of
management, no material expenditures beyond those accrued are expected to be
required for the Company's environmental control efforts and the final outcomes
of these matters are not expected to have a material adverse effect on the
Company's financial position or results of future operations. The Company
believes that it currently is in compliance with applicable environmental
regulations in all material respects. Management's opinion is based on the
advice of independent consultants on environmental matters.

NOTE 8 PRODUCT AND GEOGRAPHIC INFORMATION

The Company operates in a single segment as a manufacturer of automotive
airbag fabric and cushions and technical fabrics with operations principally in
North America and Europe. The Company attributes its revenues from external
customers based on the location of its sale contracts and long-lived assets to a
particular country based on the location of each of the Company's production
facilities. Summarized financial information by product type and geographic area
is as follows:

United States
Airbag Cushions.................... $ 59,442 $ 47,899 $ 68,022
Airbag Fabric...................... 26,221 25,321 40,235
Technical Fabric................... 28,552 18,669 22,471
Germany
Airbag Cushions.................... 96,544 64,994 72,811
United Kingdom
Airbag Cushions.................... 37,124 26,783 40,799
-------- -------- --------
Total Net Sales...................... $247,883 $183,666 $244,338
======== ======== ========

LONG LIVED ASSETS:

DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
(UNAUDITED) (UNAUDITED)

United States....................................... $17,069 $16,141
Mexico.............................................. 4,961 4,943
Germany............................................. 13,193 13,621
Czech Republic...................................... 14,357 15,654
Other European Countries............................ -- 1,435
------- -------
Total Long-lived Assets............................. $49,580 $51,794
======= =======

Long-lived assets include property, plant and equipment, intangible assets
and certain other specified assets.

F-30

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9 EMPLOYEE BENEFIT PLANS

The Company has a defined contribution plan for eligible employees which
provides for discretionary employer contributions. The Company expensed
approximately $224,000, $171,000 and $254,000 during the year ended December 31,
2004, the nine months ended December 31, 2003 and the year ended March 29, 2003,
respectively, to the 401(k) Plan.

The Company established the Safety Components International, Inc. Executive
Deferral Program (the "Deferral Program") for the benefit of certain key
executive employees. The Deferral Program provides for participants to defer any
portion of their cash compensation until some future point in time. The
participants' contributions to the Deferral Program are immediately 100% vested.
Under the provisions of the Deferral Program, a trust was established to
maintain the amounts deferred by the participants. Additionally, the Company
funds an amount equal to the exercise price of the options associated with the
deferred compensation, which is payable by the employee upon exercise. The
assets of the trust are included in "assets held in deferred compensation plan"
and the related amounts due to the participants are included in "deferred
compensation" in the accompanying consolidated balance sheets. The amounts
included in "assets held in deferred compensation plan" were $4.4 million and
$3.3 million, and included in "deferred compensation" were $3.7 million and $2.8
million at December 31, 2004 and December 31, 2003, respectively.

NOTE 10 EQUITY SECURITIES

Preferred Stock

The Company has 5,000,000 shares of preferred stock authorized and no
shares issued at December 31, 2004 and December 31, 2003. The Company's board of
directors is authorized to provide for the issuance of the preferred stock in
the future, with voting powers, dividend rate, redemption terms, repayment,
conversion terms, restrictions, rights and with such other preferences and
qualifications as shall be stated in the resolutions adopted by the board of
directors at time of issuance.

Common Stock and Warrants

The Company has 5,336,100 and 5,077,800 shares of common stock issued,
5,295,778 and 5,037,478 shares of common stock outstanding, and 40,322 shares of
treasury stock at December 31, 2004 and December 31, 2003, respectively.
Warrants were granted pursuant to the Plan to purchase 681,818 shares of the
Company's common stock. These warrants had an exercise price of $19.99 per share
and expired on April 10, 2003.

F-31

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 11 RECONCILIATION TO DILUTED EARNINGS PER SHARE (IN THOUSANDS)

The following data show the amounts used in computing earnings per share
and the effect on income and the weighted average number of shares of dilutive
potential common stock.

Net income (loss).................... $10,248 $6,102 $(8,785)
======= ====== =======
Weighted average number of common
shares used in basic earnings per
share.............................. 5,206 4,973 4,960
Effect of dilutive securities:
Stock options...................... 88 146 --
Weighted average number of common
shares and Dilutive potential
common stock used in diluted
earnings per share................. 5,294 5,119 4,960
======= ====== =======

At December 31, 2004 options on 354,200 shares of common were considered
dilutive and therefore were included in computing diluted earnings per share.
These constituted all common stock equivalents at year-end.
Options on 700,100 shares of common stock were not included in computing diluted
earnings per share at March 29, 2003, because their effects were antidilutive.

NOTE 12 DERIVATIVES AND HEDGING

The Company monitors its risk associated with the volatility of certain
foreign currencies against its functional currency, the U.S. dollar. The Company
uses certain derivative financial instruments to reduce exposure to volatility
of foreign currencies. The Company has formally documented all relationships
between hedging instruments and hedged items, as well as risk management
objectives and strategies for undertaking various hedge transactions. Derivative
financial instruments are not entered into for speculative purposes.

Certain operating expenses at the Company's Mexican facilities are paid in
Mexican pesos. To reduce exposure to fluctuations in the U.S. dollar and Mexican
peso exchange rates, the Company periodically enters into forward contracts to
buy Mexican pesos for periods and amounts consistent with the related,
underlying forecasted cash outflows. These contracts are designated as hedges at
inception and are monitored for effectiveness on a routine basis. The Company
recorded a credit to net earnings of approximately $80,000 for the twelve months
ended December 31, 2004 on these forward contracts. At December 31, 2004, the
Company had no such outstanding forward exchange contracts. At December 31,
2003, the Company had outstanding forward exchange contracts that matured
between January and March 2004 to purchase Mexican pesos with an aggregate
notional amount of approximately $2.7 million. The fair values of these
contracts at December 31, 2003 totaled approximately $52,000, which was recorded
as a liability on the Company's Consolidated Balance Sheets in "other current
liabilities." The Company recorded a credit to earnings of approximately $47,000
for the nine months ended December 31, 2003 and the unrealized loss on these
forward contracts of approximately $52,000 was included in "accumulated other
comprehensive income" at December 31, 2003.

Certain intercompany sales at the Company's Czech facility are denominated
and settled in Euros. To reduce exposure to fluctuation in the Euro and Czech
Koruna exchange rates, the Company periodically enters into forward contracts to
buy Czech Korunas for periods and amounts consistent with the related,

F-32

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

underlying forecasted cash inflows associated with the intercompany sales. These
contracts are designated as hedges at inception and are monitored for
effectiveness on a routine basis. The Company recorded a charge to net earnings
of approximately $141,000 for the twelve months ended December 31, 2004 on these
forward contracts. At December 31, 2004, the Company had no such outstanding
forward exchange contracts. At December 31, 2003, the Company had outstanding
forward exchange contracts that matured between January and March 2004 to
purchase Czech Korunas with an aggregate notional amount of approximately $2.1
million. The fair values of these contracts at December 31, 2003 totaled
approximately $100,000, which was recorded as a liability on the Company's
balance sheet in "other current liabilities." The Company recorded a charge to
earnings of approximately $47,000 for the nine months ended December 31, 2003
and the unrealized loss on these forward contracts of approximately $89,000 was
included in "accumulated other comprehensive income" at December 31, 2003.

NOTE 13 RELATED PARTY TRANSACTIONS

On March 19, 2004, Zapata and the Company entered into a Tax Sharing and
Indemnity Agreement to define their respective rights and obligations relating
to federal, state and other taxes for taxable periods attributable to the filing
of consolidated or combined income tax returns as part of the Zapata
consolidated federal income tax group. Pursuant to the Tax Sharing and Indemnity
Agreement, the Company is required to pay Zapata its share of federal income
taxes, if any. In addition, each party is required to reimburse the other party
for its use of either party's tax attributes. Similar provisions apply under the
Tax Sharing and Indemnity Agreement to other taxes, such as state and local
income taxes. Accordingly, the Company paid approximately $675,000 to Zapata in
2004 for taxes related to 2003. Due to exercises of options to purchase common
stock of the Company, on or about March 31, 2004, the number of shares of common
stock outstanding increased and, as a result, Zapata's ownership was reduced to
less than 80%. As a result of Zapata's ownership of the company's outstanding
common stock falling below 80%, Zapata will not consolidate the Company into
Zapata's consolidated income tax returns for periods subsequent to the first
quarter of 2004. Under The Tax Sharing and Indemnity Agreement, the Company will
be consolidated into Zapata's tax filing group for the fourth calendar quarter
of 2003 and the first calendar quarter of 2004.

F-33

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 TRANSITIONAL PERIOD OPERATING RESULTS

The following table compares the statement of operations data for the
twelve months ended December 31, 2004 with the twelve months ended December 31,
2003 for information purposes only (in thousands):

TWELVE MONTHS TWELVE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
2004 2003
------------- -------------
(UNAUDITED) (UNAUDITED)

Net sales................................................. $247,883 $247,142
Gross profit.............................................. 36,746 34,750
Income from operations.................................... 15,459 13,825
Provision for income taxes................................ 5,771 5,472
Income from continuing operations......................... 10,248 8,862
Loss on disposition of discontinued operations............ -- (660)
-------- --------
Net Income................................................ $ 10,248 $ 8,802
======== ========
Net income per common share, basic:
Income from continuing operations....................... $ 1.97 $ 1.78
Less on disposition of discontinued operations.......... -- (0.13)
-------- --------
Net income per common share, basic........................ $ 1.97 $ 1.65
======== ========
Net income per common share, diluted:
Income from continuing operations....................... $ 1.94 $ 1.78
Less on disposition of discontinued operations.......... -- (0.13)
-------- --------
Net income per common share, basic........................ $ 1.94 $ 1.65
======== ========
Weighted average number of shares outstanding, basic...... 5,206 4,960
Weighted average number of shares outstanding, diluted.... 5,294 4,960

NOTE 15 UNAUDITED QUARTERLY RESULTS

Unaudited quarterly financial information for the year ended December 31,
2004 and the nine months ended December 31, 2003 is set forth below (in
thousands, except per share data).

QUARTER ENDED
---------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
2004 2004 2004 2004
--------- -------- ------------- ------------

YEAR ENDED DECEMBER 31, 2004
Net sales............................... $69,231 $65,858 $56,172 $56,622
Gross profit............................ 11,203 10,524 8,473 6,546
Income from operations.................. 5,932 5,605 2.460 1,462
Net income.............................. 3,123 3,843 1,922 1,360
Net income per share, basic............. 0.62 0.73 0.37 0.26
Net income per share, diluted........... 0.60 0.72 0.36 0.26

F-34

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

QUARTER ENDED
---------------------------------------
JUNE 28, SEPTEMBER 27, DECEMBER 31,
2003 2003 2003
-------- ------------- ------------

NINE MONTH PERIOD FROM MARCH 30, 2002 TO DECEMBER
31, 2003
Net sales......................................... $67,416 $52,747 $63,503
Gross profit...................................... 10,586 5,028 10,484
Income (loss) from operations..................... 6,295 (1,255)* 4,259
Net income (loss)................................. 4,380 (1,491) 3,213
Net income (loss) per share, basic................ 0.88 (0.30) 0.65
Net income (loss) per share, diluted.............. 0.88 (0.30) 0.61

---------------

* See Note 1 -- "Change of Control" for impact of the Zapata purchase for
quarter ended September 27, 2003.

NOTE 16 SUBSEQUENT EVENTS

On January 4, 2005, the Company announced it had signed an agreement to
form a joint venture with Kingsway International Limited, an entity associated
with Huamao (Xiamen) Technical Textile Co., Ltd. ("Huamao") which manufactures
airbag fabrics, in China (the "China Joint Venture"). The Company anticipates
that the China Joint Venture, which has not yet commenced commercial production,
will produce automotive airbag cushions in China utilizing the fabrics produced
by Huamao. Pursuant to a technology transfer and joint venture agreement, the
Company will provide technical assistance to its partner in the development of
airbag fabrics. Production is intended to satisfy the Chinese domestic market.
The Company owns 65% of the entity formed to conduct the operations of the China
Joint Venture. Pursuant to the joint venture agreement, the Company has the
intention, but not an obligation, for funding of its China Joint Venture through
potential loan or capital contributions of up to $6.5 million as of December 31,
2004.

F-35

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

JUNE 30, DECEMBER 31,
2005 2004(1)
---------- --------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 3,781 $ 4,184
Accounts receivable, net.................................. 40,433 39,272
Inventories, net.......................................... 25,605 26,882
Assets held in deferred compensation plan................. 2,178 4,361
Prepaid and other......................................... 3,019 2,653
-------- --------
Total current assets................................... 75,016 77,352
Property, plant and equipment, net.......................... 45,099 48,449
Identifiable intangible assets, net......................... 907 1,108
Other assets................................................ 466 617
-------- --------
Total assets........................................... $121,488 $127,526
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.......................................... $ 16,345 $ 16,828
Accrued salaries and benefits............................. 4,417 4,270
Deferred compensation..................................... 1,789 3,666
Accrued and other current liabilities..................... 4,878 4,486
Income taxes payable...................................... 4,222 6,715
Current portion of long-term debt......................... 2,216 3,263
-------- --------
Total current liabilities.............................. 33,867 39,228
Long-term debt, net of current maturities................... 2,495 3,729
Deferred income taxes....................................... 4,027 3,635
Other long-term liabilities................................. 307 277
-------- --------
Total liabilities...................................... 40,696 46,869
-------- --------
Commitments and contingencies
Minority interest........................................... -- 133
Stockholders' equity:
Preferred stock: 5,000,000 shares authorized and
unissued............................................... -- --
Common stock: $0.01 par value per share -- 20,000,000
shares authorized; 5,385,147 and 5,295,778 shares
outstanding at June 30, 2005 and December 31, 2004,
respectively........................................... 54 53
Additional paid-in-capital................................ 55,545 54,660
Treasury stock: 40,322 shares at cost..................... (411) (411)
Retained earnings......................................... 16,988 12,904
Accumulated other comprehensive income.................... 8,616 13,318
-------- --------
Total stockholders' equity............................. 80,792 80,524
-------- --------
Total liabilities and stockholders' equity............. $121,488 $127,526
======== ========

---------------

(1) Derived from the audited consolidated balance sheet as of December 31, 2004.

See notes to unaudited consolidated financial statements.

F-36

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

QUARTER ENDED QUARTER ENDED
JUNE 30, 2005 JUNE 30, 2004
------------- -------------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)

Net sales................................................... $59,008 $65,858
Cost of sales, excluding depreciation....................... 49,222 52,853
Depreciation................................................ 2,313 2,917
------- -------
Gross profit.............................................. 7,473 10,088
Selling, general and administrative expenses................ 4,523 4,483
------- -------
Income from operations.................................... 2,950 5,605
Other expense (income), net................................. 37 (264)
Interest expense............................................ 158 380
------- -------
Income from operations before income taxes and minority
interest............................................... 2,755 5,489
Provision for income taxes.................................. 945 1,646
Minority interest in loss of consolidated subsidiaries...... (84) --
------- -------
Net income.................................................. $ 1,894 $ 3,843
======= =======
Net income per common share, basic.......................... $ 0.35 $ 0.73
======= =======
Net income per common share, diluted........................ $ 0.35 $ 0.72
======= =======
Weighted average number of shares outstanding, basic........ 5,380 5,245
======= =======
Weighted average number of shares outstanding, diluted...... 5,457 5,341
======= =======

See notes to unaudited consolidated financial statements.

F-37

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2005 JUNE 30, 2004
----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales................................................... $117,620 $135,089
Cost of sales, excluding depreciation....................... 97,246 108,450
Depreciation................................................ 4,763 5,708
-------- --------
Gross profit.............................................. 15,611 20,931
Selling, general and administrative expenses................ 8,894 9,394
-------- --------
Income from operations.................................... 6,717 11,537
Other expense (income), net................................. 476 (210)
Interest expense............................................ 333 754
-------- --------
Income from operations before income taxes and minority
interest............................................... 5,908 10,993
Provision for income taxes.................................. 2,033 4,028
Minority interest in loss of consolidated subsidiaries...... (209) --
-------- --------
Net income.................................................. $ 4,084 $ 6,965
======== ========
Net income per common share, basic.......................... $ 0.76 $ 1.35
======== ========
Net income per common share, diluted........................ $ 0.75 $ 1.33
======== ========
Weighted average number of shares outstanding, basic........ 5,355 5,144
======== ========
Weighted average number of shares outstanding, diluted...... 5,437 5,244
======== ========

See notes to unaudited consolidated financial statements.

F-38

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2005 JUNE 30, 2004
---------------- ----------------
(IN THOUSANDS)

Cash Flows From Operating Activities:
Net income................................................ $ 4,084 $ 6,965
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 4,842 5,784
Provision for bad debts................................ 138 191
Loss on disposition of assets.......................... 44 178
Minority interest...................................... (209) --
Deferred taxes......................................... 581 222
Tax benefit from exercise of stock options............. 187 369
Changes in operating assets and liabilities:
Accounts receivable.................................. (1,299) (5,822)
Inventories.......................................... 1,277 242
Assets held in deferred compensation plan............ 2,183 (598)
Prepaid and other current assets..................... (460) (168)
Other non-current assets............................. 107 107
Accounts payable..................................... (483) (10,142)
Income taxes payable................................. (2,493) 2,361
Deferred compensation................................ (1,877) 450
Accrued and other liabilities........................ 839 490
------- --------
Net cash provided by operating activities............ 7,461 629
------- --------
Cash Flows From Investing Activities:
Purchases of property, plant and equipment................ (4,076) (2,872)
------- --------
Net cash used in investing activities................ (4,076) (2,872)
------- --------
Cash Flows From Financing Activities:
Repayment of Wachovia term note........................... (267) (402)
Net (repayments of) borrowings on Wachovia revolving
credit facility........................................ (106) 3,410
Repayments of other debt and long-term obligations........ (1,689) (902)
Proceeds from issuance of common stock.................... 699 981
------- --------
Net cash (used in) provided by financing
activities........................................ (1,363) 3,087
------- --------
Effect of exchange rate changes on cash and cash
equivalents............................................... (2,425) (14)
------- --------
Change in cash and cash equivalents......................... (403) 830
Cash and cash equivalents, beginning of period.............. 4,184 4,376
------- --------
Cash and cash equivalents, end of period.................... $ 3,781 $ 5,206
======= ========

See notes to consolidated financial statements.

F-39

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been
prepared by Safety Components International, Inc. and its subsidiaries ("Safety
Components" or the "Company") pursuant to the rules and regulations of the
United States Securities and Exchange Commission (the "SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted from this report, as is
permitted by such rules and regulations; however, Safety Components believes
that the disclosures included herein are adequate to make the information
presented not misleading. These unaudited consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004. The Company has experienced, and expects to
continue to experience, variability in net sales and net income from quarter to
quarter. Therefore, the results of the interim periods presented herein are not
necessarily indicative of the results to be expected for any other interim
period or the full year. In the opinion of management, the information furnished
reflects all adjustments necessary for a fair statement of the results for the
reported interim periods, including those of a normal recurring nature.

The Company

The Company is an independent supplier of automotive airbag fabric and
cushions and technical fabrics with operations in North America and Europe. The
Company has recently entered into joint ventures to produce products in China
and South Africa, although commercial production has not yet commenced in either
of these locations. The Company sells airbag fabric domestically and cushions
worldwide to the major airbag module integrators that outsource their demand for
such products. The Company is also a manufacturer of value-added technical
fabrics used in a variety of niche industrial and commercial applications such
as fire service apparel, ballistics material for luggage, filtration and
military tents. See the Company's Annual Report on Form 10-K for the year ended
December 31, 2004 for additional information on the Company's business and its
establishment of joint ventures.

Segment Information

The Company uses Statement of Financial Accounting Standards ("SFAS") No.
131, "Disclosures about Segments of an Enterprise and Related Information" to
account for business segments. The Company sells similar products (airbag
cushions, airbag fabrics and technical fabrics), generates similar margins on
these products, uses similar processes in producing the products and sells the
products to similar classes of customers. As a result of these similar
characteristics and the way the business is managed, the Company has aggregated
the results into a single segment for purposes of reporting financial condition
and results of operations.

Stock Based Compensation

On May 18, 2001, the Safety Components International, Inc. 2001 Stock
Option Plan ("Stock Option Plan") became effective pursuant to shareholder
approval. The Stock Option Plan provides for the issuance of options to purchase
up to an aggregate of 900,000 shares of the Company's common stock to key
officers, employees, directors and consultants of the Company or its affiliates.
Unless designated otherwise by the Compensation Committee of the Board of
Directors, options granted pursuant to the Stock Option Plan are not intended to
be incentive stock options as defined by the U.S. Internal Revenue Code. The
Compensation Committee determines the exercise price and the term of options
granted pursuant to the Stock Option Plan at the time of grant. Each award is
determined by the Compensation Committee on an individual basis. Options to
purchase a total of 510,100 shares of common stock at a fair market price of
$8.75 per share (subject to adjustment in certain circumstances), to vest
ratably over a period of three years from the date of grant on May 18, 2001,
were granted by the Compensation

F-40

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Committee to 22 employee participants and to the outside directors under the
Stock Option Plan. Additional options to purchase 190,000 shares of common stock
at a fair market price of $6.71 per share, to vest ratably over a period of
three years from the date of grant on April 1, 2002, were granted by the
Compensation Committee to employees and outside directors. All options expire on
October 31, 2010.

There were 264,900 and 390,800 options outstanding as of June 30, 2005 and
June 30, 2004, respectively. During the quarter ended June 30, 2005, there were
exercises of 15,000 options, and no options expired or were forfeited or
granted. Of the 264,900 options outstanding at June 30, 2005, 198,200 have an
exercise price of $8.75 and 66,700 have an exercise price of $6.71, with all
options having a weighted average remaining contractual life of 5.34 years. All
options outstanding are fully vested and are currently exercisable.

NOTE 2 INVENTORIES

Inventories reported on the Company's balance sheets were as follows (in
thousands):

JUNE 30, 2005 DECEMBER 31, 2004
------------- -----------------
(UNAUDITED)

Raw materials........................................... $ 5,794 $ 7,153
Work-in-process......................................... 7,129 8,073
Finished goods.......................................... 12,682 11,656
------- -------
Total................................................. $25,605 $26,882
======= =======

NOTE 3 CREDIT FACILITIES

The Company has a credit facility with Wachovia Bank, National Association
("Wachovia"), successor by merger to Congress Financial Corporation (Southern).
The Company has an aggregate $35.0 million revolving credit facility with
Wachovia (the "Wachovia Revolver") expiring October 8, 2006. Under the Wachovia
Revolver, the Company may borrow up to the lesser of (a) $35.0 million or (b)
85% of eligible accounts receivable, plus 60% of eligible finished goods, plus
50% of eligible raw materials. No amount was outstanding under the Wachovia
Revolver at June 30, 2005 on the Company's consolidated balance sheet. The
Wachovia Revolver also includes a $5.0 million letter of credit facility, which
was unutilized at June 30, 2005.

In addition, the Company has a term facility with Wachovia (the "Wachovia
Term A loan") under which $1.8 million was outstanding as of June 30, 2005. At
June 30, 2005, $534,000 of the $1.8 million outstanding was included in current
portion of long-term debt on the Company's consolidated balance sheet. The
Wachovia Term A loan is payable in equal monthly installments of approximately
$45,000, with the unpaid principal amount due on October 8, 2006. Additional
amounts are not available for borrowing under the Wachovia Term A loan. In
addition to the Wachovia Revolver and the Wachovia Term A loan, the Company also
has an additional term loan (the "Wachovia Term B loan" and, collectively with
the Wachovia Revolver and the Wachovia Term A loan, the "Wachovia Facilities")
which is undrawn and under which $2.6 million was available as of June 30, 2005.
At June 30, 2005, the Company's availability for additional borrowings (based on
the maximum allowable limit) under the Wachovia Revolver and the Wachovia Term B
loan was approximately $37.6 million.

F-41

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The interest rate on the Wachovia Revolver and Wachovia Term A loan is
variable, depending on the amount of the Company's Excess Availability (as
defined in the Wachovia Facilities) at any particular time and the ratio of the
Company's EBITDA, less certain capital expenditures made by the Company, to
certain fixed charges of the Company (the "Fixed Charge Coverage Ratio"). The
Company may make borrowings based on the prime rate as described in the Wachovia
Facilities (the "Prime Rate") or the LIBOR rate as described in the Wachovia
Facilities, in each case with an applicable margin applied to the rate. The
Wachovia Term B loan bears interest at the Prime Rate plus 3%. At June 30, 2005,
the margin on Prime Rate loans was 0.0% and the margin on LIBOR rate loans was
1.75%. The Company is required to pay a monthly unused line fee of 0.25% per
annum on the unutilized portion of the Wachovia Revolver and a monthly fee equal
to 1.75% per annum of the amount of any outstanding letters of credit.

Under the Wachovia Revolver and Wachovia Term A loan, the Company is
subject to a covenant that requires it to maintain a certain tangible net worth.
If the Company has borrowings outstanding under the Wachovia Term B loan, it is
subject to additional financial covenants that require the Company: (i) to
maintain EBITDA of no less than certain specified amounts, (ii) to maintain a
Fixed Charge Coverage Ratio of no less than a specified amount, (iii) to
maintain a ratio of certain indebtedness to EBITDA not in excess of a specified
amount, and (iv) not to make capital expenditures in excess of specified
amounts. In addition, the Company would be required to repay the Wachovia Term B
loan to the extent of certain excess cash flow.

The Wachovia Facilities also impose limitations upon the Company's ability
to, among other things, incur indebtedness (including capitalized lease
arrangements); become or remain liable with respect to any guaranty; make loans;
acquire investments; declare or make dividends or other distributions; merge,
consolidate, liquidate or dispose of assets or indebtedness; incur liens; issue
capital stock; or change its business. At June 30, 2005, the Company was in
compliance with all financial covenants. At June 30, 2005, the Company was also
in compliance with all non-financial covenants and had obtained a waiver of
non-compliance from Wachovia for not timely dissolving an inactive subsidiary.
Substantially all assets of the Company are pledged as collateral for the
borrowings under the Wachovia Facilities.

NOTE 4 RECONCILIATION TO DILUTED EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS is computed using the weighted-average
number of common shares and potentially dilutive common shares outstanding for
the period. Potentially dilutive common shares consist of shares issuable upon
the exercise of options. A reconciliation of basic and diluted weighted average
shares outstanding is presented below (unaudited and in thousands):

QUARTER ENDED QUARTER ENDED SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004
------------- ------------- ---------------- ----------------

Weighted average number of
common shares used in basic
earnings per share......... 5,380 5,245 5,355 5,144
Effect of dilutive stock
options.................... 77 96 82 100
----- ----- ----- -----
Weighted average number of
common shares and
potentially dilutive common
shares outstanding used in
diluted earnings per
share...................... 5,457 5,341 5,437 5,244
===== ===== ===== =====

F-42

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 COMPREHENSIVE (LOSS) INCOME

The components of comprehensive (loss) income are as follows (unaudited)
(in thousands):

QUARTER ENDED QUARTER ENDED SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004
------------- ------------- ---------------- ----------------

Net income................... $ 1,894 $3,843 $ 4,084 $6,965
Foreign currency translation
adjustment................. (2,742) 25 (4,883) (706)
Unrealized gain (loss) on
hedging transactions, net
of taxes................... 122 (10) 181 (10)
Reclassification adjustment
for losses in net income... -- 6 -- 6
------- ------ ------- ------
Comprehensive (loss)
income..................... $ (726) $3,864 $ (618) $6,255
======= ====== ======= ======

NOTE 6 CONTINGENCIES

NOTE 7 DERIVATIVES AND HEDGING

Safety Components monitors its risk associated with the volatility of
certain foreign currencies against its functional currency, the U.S. dollar. The
Company uses certain derivative financial instruments to reduce exposure to
volatility of foreign currencies. The Company has formally documented all
relationships between hedging instruments and hedged items, as well as risk
management objectives and strategies for undertaking various hedge transactions.
Derivative financial instruments are not entered into for trading or speculative
purposes.

Certain operating expenses at the Company's Mexican facilities are paid in
Mexican pesos. To reduce exposure to fluctuations in the U.S. dollar and Mexican
peso exchange rates, the Company entered into forward contracts on February 16,
2005 to buy Mexican pesos for periods and amounts consistent with the related,
underlying forecasted cash outflows. These contracts were designated as hedges
at inception and are monitored for effectiveness on a routine basis. At June 30,
2005, the Company had outstanding forward exchange contracts that mature between
July 2005 and December 2005 to purchase Mexican pesos with an aggregate notional
amount of approximately $4.2 million. The fair values of these contracts at June
30, 2005 totaled approximately $246,000 which is recorded as an asset on the
Company's balance sheet in other current assets. Changes in the derivatives'
fair values are deferred and recorded in the balance sheet as a component of
accumulated other comprehensive income ("AOCI"), until the underlying
transaction is recorded in earnings. When the hedged item affects earnings,
gains or losses are reclassified from AOCI to the consolidated statement of
operations as cost of goods sold.

Certain intercompany sales at the Company's Czech Republic facility are
denominated and settled in Euros and certain of its operating expenses are paid
in Czech Korunas. To reduce exposure to fluctuations in the Euro and Czech
Koruna exchange rates, the Company entered into forward contracts on March 3,
2005 to buy Czech Korunas with Euros for periods and amounts consistent with the
related, underlying forecasted cash outflows. These contracts were designated as
hedges at inception and are monitored for

F-43

SAFETY COMPONENTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

effectiveness on a routine basis. At June 30, 2005, the Company had outstanding
forward exchange contracts that mature between July 2005 and December 2005 to
purchase Czech Korunas with an aggregate notional amount of approximately $2.3
million. The fair values of these contracts at June 30, 2005 totaled
approximately $75,000 which is recorded as an asset on the Company's balance
sheet in other current assets. Changes in the derivatives' fair values are
deferred and recorded in the balance sheet as a component of AOCI, until the
underlying transaction is recorded in earnings. When the hedged item affects
earnings, gains or losses are reclassified from AOCI to the consolidated
statement of operations as cost of goods sold.

NOTE 8 GUARANTEES

FASB Interpretation No. 45 provides guidance on the disclosures to be made
by a guarantor about its obligations under certain guarantees that it has issued
and specific disclosures related to product warranties. As of June 30, 2005, the
Company and various consolidated subsidiaries of the Company are borrowers under
the Wachovia Facilities (as defined above) and a note payable to a bank in the
Czech Republic, and are party to forward hedge contracts for foreign currency
with a U.S. bank (together, the "Guarantee Facilities"). The Guarantee
Facilities are guaranteed by either the Company and/or various consolidated
subsidiaries of the Company in the event that the borrower(s) default under the
provisions of the Guarantee Facilities. The guarantees are in effect for the
duration of the related Guarantee Facilities. The Company does not provide
product warranties within the disclosure provisions of Interpretation No. 45.

NOTE 9 NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which establishes standards for transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. SFAS No. 123(R) is effective for
the Company beginning January 1, 2006. The Company is in the process of
evaluating the effect, if any, that the adoption of SFAS No. 123(R) will have on
its financial position and results of operations.

F-44

APPENDIX A

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of September 23, 2005, is entered
into between WLR RECOVERY FUND III, L.P., a Delaware limited partnership (the
"Purchaser"), with an address of 600 Lexington Avenue, New York, New York 10022,
and ZAPATA CORPORATION, a Nevada corporation (the "Selling Stockholder"), with
an address of 100 Meridian Centre, Suite 350, Rochester, New York 14618.

WHEREAS, the Purchaser is prepared to purchase from the Selling Stockholder
and the Selling Stockholder is prepared to sell to the Purchaser the Selling
Stockholder's shares of capital stock of Safety Components International, Inc.,
a Delaware corporation ("Safety Components") whose shares trade on the OTC
Bulletin Board under the symbol "SAFY", on the terms and conditions herein;

NOW THEREFORE, the parties hereto agree as follows:

1. PURCHASE AND SALE OF SECURITIES; CLOSING; ESCROW.

(a) Subject to the terms and conditions herein, the Selling Stockholder
shall sell to the Purchaser, and the Purchaser shall purchase from the
Selling Stockholder at the Closing (defined below), 4,162,394 shares
(the "Purchased Shares") of the common stock, par value $0.01 per share
("Common Stock"), of Safety Components free and clear of all security
interests, liens or encumbrances other than those imposed by the
applicable securities laws. In consideration for the Purchased Shares,
at Closing, the Purchaser shall pay the Selling Stockholder a purchase
price in immediately available funds of U.S. $12.30 per share, or U.S.
$51,197,446 in the aggregate (the "Purchase Price"). The sale,
assignment and transfer of the Purchased Shares will be made without
recourse, representation or warranty of any kind by the Selling
Stockholder, express or implied, except as expressly set forth herein.

(b) All dividends or distributions (whether in cash, property, securities,
rights or otherwise) declared or paid with respect to the Purchased
Shares after the date hereof and prior to Closing (the "Distributions")
shall be payable to the Purchaser at the Closing concurrently with the
transfer of the Purchased Shares together with all accrued interest
thereon while held in escrow. All interest accrued on the Purchase
Price while held in escrow (the "Accrued Interest") as required by the
terms hereof shall be paid to the Selling Stockholder at the Closing
concurrently with the payment of the Purchase Price to the Selling
Stockholder. At the Closing, the Selling Stockholder shall make a
payment to the Purchaser equal to the interest accrued on the amount
borrowed by the Purchaser solely to fund the deposit of the Purchase
Price for up to the first eight days after the initial deposit thereof
with the Escrow Agent (such eight-day period, the "Maximum Borrowing
Period") at an interest rate not to exceed the One Month LIBOR rate
plus one hundred basis points based on a 365 day year (the "Borrowing
Factor Payment"). One Month LIBOR Rate means the rate per annum equal
to the one-month London interbank offered rate for United States
dollars, as of the date hereof, as reflected in the "Money Rates"
section of The Wall Street Journal. At the Closing, the Purchaser shall
provide the Selling Stockholder with a written statement of the amount
of the Borrowing Factor Payment and the supporting calculation
therefor.

(c) If a stock split, stock dividend or reclassification occurs prior to
the Closing, then the number of shares which constitutes the Purchased
Shares and the Purchase Price shall be appropriately and equitably
adjusted so as to maintain the proportionate number of Purchased Shares
without changing the aggregate Purchase Price.

(d) Upon the execution hereof or within one business day thereafter (or
such later date as the parties may agree in writing), the Purchaser,
the Selling Stockholder and CitiBank, N.A. (the "Escrow Agent") shall
enter into an escrow agreement, substantially in the form attached
hereto as EXHIBIT A, with such changes thereto as may be reasonably
required by the Escrow Agent consistent with the terms hereof as a
condition to the execution thereof (the "Escrow

A-1

Agreement"). Upon execution of the Escrow Agreement (or such later date
or time as the parties may agree in writing), (i) the Selling
Stockholder shall deliver to the Escrow Agent the stock certificate it
holds in definitive form which represents the Purchased Shares,
together with a stock power duly endorsed in blank, and (ii) the
Purchaser shall deliver to the Escrow Agent, by wire transfer to the
account designated by the Escrow Agent in writing to the Purchaser the
amount of the full Purchase Price. During the term of this Agreement,
the Selling Stockholder shall also deliver to the Escrow Agent any
Distributions it receives. Upon receipt thereof, the Escrow Agent shall
hold, invest and disburse the certificate representing the Purchased
Shares, any Distributions, the Purchase Price and other Escrowed
Property (as defined in the Escrow Agreement) in accordance with the
terms and provisions of the Escrow Agreement. At all times prior to the
Closing, the Purchaser shall have no rights as a stockholder in Safety
Components with respect to the Purchased Shares by virtue of this
Agreement or otherwise, and all such rights, including the right to
vote the Purchased Shares, shall remain with the Selling Stockholder.

(e) Upon the conditions set forth in Sections 6(a)(ii), 6(a)(iii),
6(a)(iv), 6(b)(ii), 6(b)(iii), 6(b)(iv) and 6(b)(v) herein being
satisfied, either the Purchaser or the Selling Stockholder may execute
and deliver to the Escrow Agent the Closing Notice referred to in
Section 4(b) of the Escrow Agreement (with a copy to the other party)
authorizing the Closing deliveries provided for herein. If a party to
this Agreement receives a copy of a Closing Notice, it may at any time
within three (3) business days thereafter give a Closing Notice
Objection (as defined in the Escrow Agreement) to the Escrow Agent
(with a copy to the other party) if any of its conditions precedent
under Section 6 hereof to its obligation to consummate the transactions
contemplated hereby have not been satisfied as of such time.

2. CLOSING. The transfer of the Purchased Shares, together with any
Distributions (including any earnings thereon while held in escrow) and payment
of the Purchase Price, the Accrued Interest and the Borrowing Factor Payment
(the "Closing") will occur no later than 10:00 a.m. New York time on the fourth
business day (or the next business day thereafter if it is a legal holiday)
after the conditions set forth in Section 6 have been satisfied or waived by the
party entitled to the benefit thereof. The Closing shall take place at the
offices of Woods Oviatt Gilman LLP, Rochester, New York, or at such other time
or location as the parties shall mutually agree. At the Closing (i) the Selling
Stockholder shall instruct the Escrow Agent to deliver to the Purchaser the
stock certificate it holds in definitive form which represents the Purchased
Shares, together with a stock power duly endorsed in blank, and any
Distributions (including any earnings thereon while held in escrow) and (ii) the
Purchaser shall instruct the Escrow Agent to deliver to the Selling Stockholder,
by wire transfer to an account designated by the Selling Stockholder in writing
to the Purchaser and the Escrow Agent (not less than two days prior to the
Closing) the amount of the full Purchase Price together with the Accrued
Interest. The time and date of such payment and delivery referred to in this
Agreement as the "Closing Date."

3. REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling
Stockholder represents and warrants to the Purchaser as follows:

(a) the Selling Stockholder is a corporation validly existing and in good
standing under the laws of Nevada and has all the requisite power and
authority to execute and deliver this Agreement and the Escrow
Agreement (the "Transaction Agreements") and, subject to the Vote, to
carry out all the terms and provisions hereof and thereof to be carried
out by it;

(b) Safety Components is a corporation validly existing and in good
standing under the laws of Delaware;

(c) the execution and delivery of the Transaction Agreements by the Selling
Stockholder and the performance of the Selling Stockholder's
obligations hereunder and thereunder have been duly authorized by all
necessary corporate action;

A-2

(d) the Transaction Agreements have been duly executed and delivered by the
Selling Stockholder and constitute the valid and binding obligations of
the Selling Stockholder;

(e) the Selling Stockholder owns of record and beneficially all of the
Purchased Shares free and clear of all security interests, liens and
encumbrances (except for any restrictions which may apply under
applicable securities laws), and there are no stockholders agreements,
voting agreements or proxies to which the Purchased Shares are subject;

(f) there are no outstanding options, warrants, rights to acquire or
subscribe to, or calls or commitments of any character whatsoever to
which the Selling Stockholder is a party or by which it is bound,
requiring the issuance or sale of shares of any class of capital stock
or other equity securities of Safety Components or securities or rights
convertible into or exchangeable for such shares or other equity
securities of Safety Components;

(g) other than the Purchased Shares, the Selling Stockholder is not the
beneficiary of any options, warrants, rights to acquire or subscribe
to, or calls or commitments for, any shares of any class of capital
stock or other equity securities of Safety Components ("Safety
Components Securities");

(h) the Purchased Shares represent all of the Safety Components Securities
owned by the Selling Stockholder on the date hereof;

(i) the execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement and
compliance with the provisions of this Agreement will not, (i) conflict
with the certificate of incorporation or by-laws (or comparable
organizational documents) of either of the Selling Stockholder or
Safety Components, (ii) to the knowledge of the Selling Stockholder,
result in any breach, violation or default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or creation or acceleration of any obligation or right of
a third party or loss of a benefit under, or result in the creation of
any security interests, liens or encumbrances upon any of the
properties or assets of either the Selling Stockholder or Safety
Components under, any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession,
franchise, license or other authorization applicable to either of the
Selling Stockholder or Safety Components or their respective properties
or assets or (iii) subject to the governmental filings and other
matters referred to in the following sentence, to the knowledge of the
Selling Stockholder, conflict with or violate any judgment, order,
decree, law, statute, code, ordinance, regulation, rule, principle of
common law or other legally enforceable obligation imposed by any
federal, state or local or foreign government, any court,
administrative, regulatory or other governmental agency, commission or
authority or any non-governmental United States or foreign
self-regulatory agency, commission or authority or any arbitral
tribunal (each, a "Governmental Entity") applicable to the Selling
Stockholder or Safety Components or their respective properties or
assets, other than, in the case of clauses (ii) and (iii), any such
conflicts, breaches, violations, defaults, rights, losses, security
interests, liens or encumbrances that, individually or in the
aggregate, would not reasonably be expected to have or result in a
material adverse effect on the Selling Stockholder or Safety Components
and that would not prevent or materially delay the consummation of the
transactions contemplated by this Agreement. No consent, approval,
order or authorization of, action by or in respect of, or registration,
declaration or filing with, any Governmental Entity or any third party
is required by the Selling Stockholder or, to the Selling Stockholder's
knowledge, Safety Components in connection with the execution and
delivery of this Agreement by the Selling Stockholder or the
consummation by the Selling Stockholder of the transactions
contemplated hereby, except for: (i) the filing with the Commission (as
defined herein) of (A) an information statement pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act")and (B)
such reports under the Exchange Act, as may be required in connection
with this Agreement and the transactions contemplated hereby; (ii) the
Vote (as defined herein) and (iii) the filing of a premerger
notification and report form by the Selling Stockholder under the HSR
Act (as defined herein); and

A-3

(j) following the Closing, (i) the payments due to the Selling Stockholder
from Safety Components under the Tax Sharing and Indemnity Agreement,
dated as of March 19, 2004, by and between the Selling Stockholder and
Safety Components shall not exceed $450,000 and (ii) to the knowledge
of the Selling Stockholder, Safety Components shall have no obligation
after the Closing Date to make any other payments to the Selling
Stockholder pursuant to any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license or other authorization.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents, warrants and acknowledges to the Selling Stockholder as follows:

(a) the Purchaser is a limited partnership validly existing and in good
standing under the laws of the State of Delaware and has all the
requisite power and authority to execute and deliver the Transaction
Agreements and to carry out all the terms and provisions thereof to be
carried out by it;

(b) the execution, delivery and performance of the Transaction Agreements
by the Purchaser has been duly authorized by all necessary action;

(c) the Transaction Agreements have been duly executed and delivered by the
Purchaser and constitute the valid and binding obligations of the
Purchaser enforceable in accordance with its terms;

(d) the Purchaser has been advised that the Purchased Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), or
under applicable state blue sky laws and that the certificate
evidencing the Purchased Shares will be legended accordingly;

(e) the Purchaser is acquiring the Purchased Shares for its own account;

(f) the Purchaser is an experienced and sophisticated investor, is able to
fend for itself in the transactions contemplated by this Agreement, and
has such knowledge and experience in financial and business matters
that it is capable of evaluating the risks and merits of acquiring the
Shares;

(g) the Purchaser is aware that the Purchased Shares may not be sold unless
such Purchased Shares are registered pursuant to the Act and state
securities laws or qualify for an exemption from such registration; and

(h) the execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement and
compliance with the provisions of this Agreement will not, (i) conflict
with the partnership agreement (or comparable organizational documents)
of the Purchaser, (ii) result in any breach, violation or default (with
or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or creation or acceleration of any
obligation or right of a third party or loss of a benefit under, or
result in the creation of any security interests, liens or encumbrances
upon any of the properties or assets of the Purchaser under, any loan
or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license or other
authorization by which the Purchaser is bound or (iii) conflict with or
violate any judgment, order, decree, law, statute, code, ordinance,
regulation, rule, principle of common law or other legally enforceable
obligation imposed by any Governmental Entity on the Purchaser or its
properties or assets, other than, in the case of clauses (ii) and
(iii), any such conflicts, breaches, violations, defaults, rights,
losses, security interests, liens or encumbrances that, individually or
in the aggregate, would not reasonably be expected to prevent or
materially delay consummation of the transactions contemplated by this
Agreement; and

(i) notwithstanding anything herein or elsewhere to the contrary, except as
expressly set forth herein, the Selling Stockholder makes no
representation or warranty of any kind in connection with, and shall
have no responsibility with respect to, the financial statements,
financial condition, financial performance, future prospects or plans
or any other aspect of Safety Components (collectively,
A-4

"Safety Components Information") or the Purchased Shares; the Purchaser
has independently, and without reliance on the Selling Stockholder,
reviewed such documents and information as it has deemed appropriate
(including the publicly available registration statements, reports and
documents relating to Safety Components filed with the Commission (as
defined herein) or non-public documents which have been made available
to it by Safety Components), and made its own financial analysis and
decision to enter into this Agreement and to purchase the Purchased
Shares in accordance with the terms hereof.

5. COVENANTS OF THE PARTIES.

(a) Efforts and Actions to Cause Closing to Occur; HSR Act.

(i) Prior to the Closing, upon the terms and subject to the
conditions of this Agreement, the parties hereto shall use their
best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done all things necessary, proper or advisable
(subject to any applicable laws) to consummate the Closing as
promptly as practicable including, but not limited to the
preparation and filing of all forms, registrations and notices
required to be filed to consummate the Closing and the taking of
such actions as are necessary to obtain any requisite approvals,
authorizations, consents, orders, licenses, permits,
qualifications, exemptions or waivers by any third party or any
Governmental Entity. In addition, no party hereto shall take any
action after the date hereof that could reasonably be expected to
materially delay the obtaining of, or result in not obtaining,
any permission, approval or consent from any such Governmental
Entity or other person required to be obtained prior to Closing.

(ii) Within 10 business days following the execution of this
Agreement, the Purchaser and the Selling Stockholder shall both
file with the Federal Trade Commission and the Department of
Justice the notification and report form required of them under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act"), for the consummation of the transactions
contemplated by this Agreement. The Purchaser and the Selling
Stockholder shall both promptly submit any additional materials
that may be reasonably requested by governmental officials in
connection therewith pursuant to the HSR Act and exercise best
efforts to obtain early termination of the waiting period, and
otherwise obtain prompt clearance, under the HSR Act. Each of
the Purchaser and the Selling Stockholder shall give the other
reasonably prompt notice of any communication with, and any
proposed understanding, undertaking or agreement with, any
governmental authority regarding any such filings or any such
transaction. Neither the Purchaser nor the Selling Stockholder,
shall independently participate in any meeting, or engage in any
substantive conversation, with any governmental authority in
respect of any such filings, investigation or other inquiry
without giving the other prior notice (if practicable) of the
meeting and discussing with the Purchaser or the Selling
Stockholder. The Purchaser and the Selling Stockholder shall
promptly notify the Escrow Agent (with a copy to the other
party) immediately upon the expiration or earlier termination of
the waiting period under the HSR Act. The Purchaser and the
Selling Stockholder shall share equally the filing fees by the
parties pursuant to the HSR Act.

(iii) Notwithstanding the foregoing or any other covenant herein
contained, nothing in this Agreement shall be deemed to require
the Purchaser to divest or hold separate any assets or agree to
limit its normal and regular operations after the Closing. To
the knowledge of the Purchaser, there is not any aspect of its
businesses that may require any such action on its part that
would reasonably be expected to be imposed by any Governmental
Authority as a condition to the expiration or termination of the
waiting period under or clearance under the HSR Act.

(b) Notification of Certain Matters. The parties hereto shall give notice
to the other party promptly after becoming aware of (i) the occurrence
or non-occurrence of any event whose occurrence or

A-5

non-occurrence would be likely to cause either (A) any representation
or warranty contained in this Agreement to be untrue or inaccurate in
any material respect at any time from the date hereof to the Closing
Date or (B) any condition set forth in Section 6 to be unsatisfied in
any material respect at any time from the date hereof to the Closing
Date and (ii) any material failure of such party or any officer,
director, employee or agent thereof, to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided, however, that (x) the delivery of any notice
pursuant to this Section shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice and (y)
the failure to give such notice shall not be required from and after
the time the party to whom such notice is to be given has actual
knowledge of the information required to be included in such notice. If
a party hereto shall give notice to the other party hereto that a
representation or warranty of such other party contained in this
Agreement is untrue or inaccurate in any material respect, then such
other party shall have 15 days following its receipt of such notice to
investigate and, if applicable, cure such untrue or inaccurate
representation or warranty.

(i) Within 10 days following the execution and delivery of this
Agreement, the Selling Stockholder shall prepare and file with the
Securities and Exchange Commission (the "Commission") an
information statement (together with any amendment or supplement
thereto, the "Information Statement") to be used in connection with
the consent of the stockholders of the Selling Stockholder, and
shall promptly use its commercially reasonable best efforts to
respond to the comments of the Commission, if any, in connection
therewith and to furnish all information required in the
Information Statement. The Selling Stockholder shall cause the
definitive Information Statement to be mailed promptly to the
stockholders of the Selling Stockholder, and, if necessary under
the Exchange Act, after the definitive Information Statement shall
have been so mailed, to promptly circulate amended, supplemental or
supplemented materials thereto.

(ii) The Selling Stockholder shall, in accordance with applicable law,
seek the written consent of the stockholders of the Selling
Stockholder as promptly as practicable following the mailing of the
definitive Information Statement, for the purpose of voting upon or
consenting to (as applicable) the sale of the Purchased Shares on
the terms and conditions herein. The Selling Stockholder shall take
all commercially reasonable actions to secure the vote or consent
of stockholders required by applicable law and by the Certificate
of Incorporation or the By-laws of the Selling Stockholder to
approve the sale of the Purchased Shares (the "Vote"). The Selling
Stockholder shall notify in writing the Purchaser upon the
stockholders of the Selling Stockholder approving the sale of the
Purchased Shares pursuant to the terms hereof.

(d) Election of Purchaser's Representatives to Safety Components Board of
Directors. Promptly after the execution and delivery of this
Agreement, the Purchaser shall provide Safety Components with the names
of the representatives to be elected to the Safety Components Board of
Directors and such information as Safety Components may require in
order to have such representatives elected to its Board of Directors
and to comply prior to Closing with Section 14(f) of the Exchange Act.
Immediately following the Closing, until the Purchased Shares are
issued in the name of the Purchaser, the Selling Stockholder shall vote
the Purchased Shares in the manner required to cause the
representatives so designated by the Purchaser to constitute the
majority of the directors on the Board of Directors of Safety
Components (exclusive of the Selling Stockholders' representatives on
the Board of Directors of Safety Components). Promptly following the
issuance of a new stock certificate issued in the name of the Purchaser
representing the Purchased Shares transferred pursuant to this
Agreement to the Purchaser, any remaining representatives of the
Selling Stockholder who shall be on the Board of Directors of Safety
Components shall resign from such position.

A-6

(e) Completion of Actions. On or before December 31, 2005, each party
hereto shall have performed all covenants required to be performed by
it under this Agreement or the other Transaction Agreements other than
(i) those covenants hereunder or thereunder that are required to be
performed or that are only capable of being performed by it on or
following the Closing Date in accordance with the terms hereof or
thereof and (ii) any action required to be performed by it under
Section 5.2(a)(ii) following the initial filing of its notification and
report form within the 10-business day period specified thereunder.
Notwithstanding the immediately preceding sentence, with respect to the
Selling Stockholder's obligation under Section 5(c), (A) if the Selling
Stockholder shall not have procured the Vote pursuant to such Section
5(c) prior to December 31, 2005 and (B) the Selling Stockholder's
failure to procure the Vote by such date is attributable to the Selling
Stockholder's inability to resolve, in good faith, to the Commission's
satisfaction any comments pertaining to its review of the Information
Statement within 30 days following notice (whether orally or in
writing) by the Commission to the Selling Stockholder of its intention
to provide comments on the Information Statement, then, for each
additional day beyond the aforementioned 30-day period that is required
to resolve any such comments, the Selling Stockholder shall be granted
hereunder one additional day following the date of December 31, 2005 to
mail, if necessary, the Definitive Information Statement and to procure
the Vote. For purposes of the immediately foregoing sentence, the
Selling Stockholder will be obligated hereunder to diligently inquire
with the Commission to determine whether the Commission will furnish
comments with respect to the Information Statement.

6. CLOSING CONDITIONS.

(a) Conditions to Selling Stockholder's Obligations. The obligation of the
Selling Stockholder to consummate the transactions contemplated
hereunder is subject to the satisfaction of the following conditions or
waiver thereof by the Selling Stockholder:

(i) Accuracy of Representations and Warranties. The representations
and warranties of the Purchaser shall be true and accurate as of
the Closing in all material respects.

(ii) Approval of Selling Stockholder's Stockholders. The sale of the
Purchased Shares by the Selling Stockholder to the Purchaser
pursuant to the terms of this Agreement shall have been approved
by holders of a majority of the outstanding shares of common
stock of the Selling Stockholder entitled to vote thereon in
accordance with applicable law, and the Selling Stockholder's
Certificate of Incorporation and By-laws.

(iii) No Injunction. No temporary restraining order, preliminary or
permanent injunction or other order shall have been issued by
any Governmental Entity, and no other legal restraint or
prohibition preventing the consummation of the sale of Purchased
Shares shall be in effect.

(iv) HSR Act. All waiting periods under the HSR Act with respect to
the filings made under Section 5(a)(ii) hereof shall have
expired or terminated.

(b) Conditions to Purchaser's Obligations. The obligation of the Purchaser
to consummate the transactions contemplated hereunder is subject to the
satisfaction of the following conditions or waiver thereof by the
Purchaser:

(i) Accuracy of Representations and Warranties. The representations
and warranties of the Selling Stockholder shall be true and
accurate as of the Closing in all material respects.

(ii) No Injunction. No temporary restraining order, preliminary or
permanent injunction or other order shall have been issued by
any Governmental Entity, and no other legal restraint or
prohibition preventing the consummation of the sale of Purchased
Shares shall be in effect.

(iii) Stockholder Vote. The Selling Stockholder shall have procured
the Vote and delivered written notice thereof to the Purchaser
prior to the Closing.
A-7

(iv) Opinion of Selling Stockholder's Counsel. The Selling
Stockholder shall have delivered to the Purchaser a legal
opinion of counsel, addressed to the Purchaser, dated the
Closing Date and in a form and in substance customary for
transactions of this type, to the effect that , subject to the
assumptions and qualifications and limitations included therein,
the execution, delivery and performance by the Selling
Stockholder of the Transaction Agreements and the consummation
of the transactions contemplated thereby, have been duly
authorized by all necessary corporate and stockholder action and
no other action on the part of the Selling Stockholder is
necessary to authorize the execution and delivery by the Selling
Stockholder of the Transaction Agreements or the consummation of
the transactions contemplated hereby or thereby.

(v) HSR Act. All waiting periods under the HSR Act with respect to
the filings made under Section 5(a)(ii) hereof shall have expired
or terminated.

7. TERMINATION.

(a) This Agreement may be terminated by either party hereto upon written
notice to the other party if (i) the covenant set forth in Section 5(e)
shall not have been fulfilled by the date specified therein or (ii) the
waiting periods under the HSR Act with respect to the filings made
under Section 5(a)(ii) hereof shall not have expired or terminated on
or before June 30, 2006 (the "Outside Date"), or such later date as may
have been agreed upon in writing by the parties hereto; provided,
however, that no such right of termination shall be exercisable by a
party if the nonfulfillment of such Section 5(e) or the non-expiration
or non-termination of the waiting periods under the HSR Act (as
applicable) is due to such party's noncompliance with or breach of the
covenants to be performed by it under this Agreement. Upon written
notice of termination, either party may give the Escrow Agent the
Termination Notice provided for in the Escrow Agreement. If a party
receives a Termination Notice, it may at any time within 10 days
thereafter give the Escrow Agent a Termination Objection Notice stating
that it disputes the right of the party giving the Termination Notice
to terminate this Agreement or if it has a claim against the
terminating party for material breach of this Agreement.

(b) If (i) this Agreement is terminated by the Purchaser in accordance with
its terms solely by reason of (A) the nonfulfillment of Section 5(e) or
(B) the Vote not having been obtained by the Outside Date, (ii) in the
case of the foregoing clause (B), all other conditions to the Closing
have been fulfilled or waived by the party intended to benefit
therefrom, and (iii) the nonfulfillment of such Section 5(e) or the
failure of such Vote condition (as applicable) is not the result of a
breach by the Purchaser of this Agreement, then, the Selling
Stockholder shall promptly following termination of this Agreement pay
to the Purchaser a break-up fee in the amount of Two Million Dollars
(US$2,000,000) (the "Break-Up Fee") and reimburse the Purchaser for (i)
the actual documented out-of-pocket expenses incurred by the Purchaser
in negotiating and executing the Transactions Agreements and performing
or consummating the transactions contemplated hereby up to a maximum of
Five Hundred Thousand Dollars ($500,000) (the "Expense Payment") and
(ii) the Borrowing Payment Factor, together with interest thereon
computed at the One Month LIBOR Rate for the period commencing on the
date immediately following the Maximum Borrowing Period and ending on
the termination date of this Agreement.

(c) Upon termination of this Agreement, neither party hereto shall have any
liability or obligation under this Agreement except to the extent a
party has breached its representations, warranties, covenants or
agreements hereunder (and not cured such breach prior to termination of
this Agreement) or to the extent that the Break-Up Fee, the Expense
Payment or the amount required to be paid under clause (ii) of Section
7(b) are due by the terms hereof.

8. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES, ETC. All
provisions hereof shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns. No other parties shall have any
rights under or be entitled to enforce this Agreement.
A-8

9. EXPENSES. Except as otherwise provided herein, the parties hereto shall
bear their own expenses incurred in connection with this Agreement and the sale
and purchase of Purchased Shares, including, without limitation, all fees of
their respective legal counsel, investment advisors and accountants.

10. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be communicated in writing, mailed by first class
mail delivered by hand, at the addresses (or to such other address for a party
as such party may specify by written notice given pursuant hereto) first set
forth in the beginning of this Agreement, in the case of the Selling
Stockholder, to the attention of the President & Chief Executive Officer, with a
copy to the Vice President-Finance and in the case of the Purchaser, to the
attention of David H. Storper.

11. AMENDMENTS, ETC. No amendment, modification, termination, or waiver of
any provision of this Agreement and no consent to any departure by a party from
any provision of this Agreement, shall be effective unless it shall be in
writing and signed and delivered by the other party, and then it shall be
effective only in the specific instance and for the specific purpose for which
it is given.

12. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may be executed by facsimile signature transmitted to any other
party by electronic transmission. The parties shall be bound by a facsimile
signature once transmitted to another party. The latter transmission of an
originally executed copy of any such document shall not invalidate any signature
previously given by electronic transmission.

13. ENTIRE AGREEMENT. This Agreement, together with the other Transaction
Agreements, contains the entire agreement between the Purchaser and the Selling
Stockholder with respect to the subject matter hereof. There are no other
agreements, arrangements or understandings, oral or written, between the parties
hereto relating to the subject matter hereof.

14. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York without reference to
conflicts of law principles.

SIGNATURES ON FOLLOWING PAGE

A-9

SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement as of the date first above written.

WLR RECOVERY FUND III, L.P.

By: WLR Recovery Associates, III
LLC, as its General Partner

By: /s/ David H. Storper
------------------------------------
David H. Storper
Principal Member

ZAPATA CORPORATION

By: /s/ Leonard DiSalvo
--------------------------------------
Name: Leonard DiSalvo
Title: CFO

Witness /s/ Gregory W. Gribben
----------------------------------

A-10

AMENDMENT NO. 1 AND JOINDER

This AMENDMENT NO. 1 AND JOINDER, dated as of September 26, 2005 (this
"Amendment"), by and among WLR RECOVERY FUND II, L.P., a Delaware limited
partnership (the "Fund II"), WLR RECOVERY FUND III, L.P., a Delaware limited
partnership (the "Fund III"), and ZAPATA CORPORATION, a Delaware corporation
(the "Selling Stockholder"), to the Stock Purchase Agreement, dated as of
September 23, 2005 (the "Stock Purchase Agreement"), between Fund III and the
Selling Stockholder.

WITNESSETH:

WHEREAS, Fund III and the Selling Stockholder have executed and delivered
the Stock Purchase Agreement;

WHEREAS, Fund III has advised the Selling Stockholder that it is required
under applicable agreements to permit Fund II to participate in the purchase of
the Purchased Shares;

WHEREAS, Section 11 of the Stock Purchase Agreement provides that no
amendment, modification, termination or waiver of any provision of the Stock
Purchase Agreement shall be effective unless it shall be in writing and signed
and delivered by the other party;

WHEREAS, Fund III and the Selling Stockholder have agreed to amend the
Stock Purchase Agreement to provide that Fund II shall become a party thereto;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:

1. Definitions. Capitalized terms used herein without definition are used
as defined in the Stock Purchase Agreement, unless otherwise indicated herein.

2. Amendments to Stock Purchase Agreement.

(a) The Stock Purchase Agreement is hereby amended to provide that
references therein to the term "Purchaser" shall be references to both Fund II
and Fund III.

(b) Section 1(a) is hereby amended to read as follows:

"Subject to the terms and conditions herein, the Selling Stockholder shall
sell to Fund II and Fund III, and Fund II and Fund III shall each purchase from
the Selling Stockholder at the Closing (defined below), 241,419 and 3,920,975
shares (the "Purchased Shares"), respectively, of the common stock, par value
$0.01 per share ("Common Stock"), of Safety Components, free and clear of all
security interests, liens or encumbrances other than those imposed by the
applicable securities laws. In consideration for the Purchased Shares, at
Closing, the Purchaser shall pay the Selling Stockholder a purchase price in
immediately available funds of U.S. $12.30 per share, or U.S. $51,197,446 in the
aggregate (the "Purchase Price"). The sale, assignment and transfer of the
Purchased Shares will be made without recourse, representation or warranty of
any kind by the Selling Stockholder, express or implied, except as expressly set
forth herein."

3. Joinder. In consideration of this Amendment, Fund II hereby agrees to
become a party to the Stock Purchase Agreement, as amended by this Amendment,
and shall severally be fully bound by and subject to all of the covenants, terms
and provisions of each such agreement as a "Purchaser," and as though an
original party thereto. The undersigned, as of the date hereof, hereby severally
makes the same representations and warranties made by Fund III in the Stock
Purchase Agreement.

4. Miscellaneous. Except as expressly amended and modified hereby, the
Stock Purchase Agreement is hereby ratified and reaffirmed in all respects and
all the terms and provisions thereof shall be and remain in full force and
effect. The section and other headings in this Amendment are inserted solely as
a matter of convenience and for reference, are not a part of this Amendment, and
shall not be deemed to affect the meaning or interpretation of this Amendment.
This Amendment may be signed in any number
A-11

of counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. This Amendment may be
executed by facsimile signature transmitted to any other party by electronic
transmission. The parties shall be bound by a facsimile signature once
transmitted to another party. The latter transmission of an originally executed
copy of any such document shall not invalidate any signature previously given by
electronic transmission. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without reference to conflict
of laws principles.

A-12

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Amendment as of the date first above written.

WLR RECOVERY FUND II, L.P.

By: WLR Recovery Associates, II
LLC, as its General Partner

By: /s/ David H. Storper
------------------------------------
David H. Storper
Principal Member

WLR RECOVERY FUND III, L.P.

By: WLR Recovery Associates, III
LLC, as its General Partner

By: /s/ David H. Storper
------------------------------------
David H. Storper
Principal Member

ZAPATA CORPORATION

By: /s/ Leonard DiSalvo
------------------------------------
Name: Leonard DiSalvo
Title: CFO

Witness /s/ Scott Mulcahy
----------------------------------

A-13

APPENDIX B

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF
ZAPATA CORPORATION (A NEVADA CORPORATION)

The undersigned ("Majority Stockholder"), being the holder of a majority of
the voting power of Zapata Corporation, a Nevada corporation (the
"Corporation"), does hereby take the following actions which the holders of a
majority of the voting power are permitted to take without a meeting pursuant to
Nevada Revised Statutes sec.78.320:

WHEREAS, the Board of Directors of the Corporation has determined that is
advisable and in the best interests of the Corporation to sell its entire equity
interest in Safety Components International, Inc. to WLR Recovery Fund II, L.P.
and WLR Recovery Fund III, L.P., (the "WLR Recovery Funds") in accordance with
the terms of that certain Stock Purchase Agreement, dated as of September 23,
2005 between the Corporation and the WLR Recovery Funds, as amended by Amendment
No. 1 and Joinder dated as of September 26, 2005 (the "Safety Components Sale
Transaction") and approved said transaction, subject to the authorization of the
Corporation's stockholders; and

WHEREAS, the Board of Directors has directed the submission of the Safety
Components Sale Transaction to the Majority Stockholder for authorization; and

WHEREAS, the undersigned is the holder of 9,813,112 shares of the
Corporation's common stock (the "Common Stock"), which constitutes 51.3% of the
outstanding shares of the Common Stock as of the record date for stockholders
entitled to give this written consent of , 2005.

NOW, THEREFORE, BE IT:

RESOLVED, that the Majority Stockholder does hereby authorize the sale
by the Corporation of its entire equity interest in Safety Components
International, Inc. pursuant to the Safety Components Sale Transaction
with such amendments and supplements as the Board of Directors may deem
advisable; and it is further

RESOLVED, that the Board of Directors, be and hereby is authorized to
carry out any aspect of the Safety Components Sale Transaction without
further approval by the stockholders of the Corporation; and its is
further

RESOLVED, that the Board of Directors or any officer of the Corporation,
be and hereby are authorized to take such actions and negotiate, deliver
and execute such documents on the Corporation's behalf, as they may deem
necessary, advisable or appropriate, in order to permit the Corporation
to complete the Safety Components Sale Transaction.

IN WITNESS WHEREOF, the undersigned, being the holder of a majority of
the voting power of Zapata Corporation, has hereunto set their hands this day
of , 2005.

MALCOLM I. GLAZER FAMILY LIMITED
PARTNERSHIP

By:

--------------------------------------
Name:
Title:

B-1