SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 2, 2005
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ZAPATA CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
1-4219 74-1339132
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(Commission File Number) (IRS Employer Identification No.)
100 Meridian Centre, Suite 350, Rochester, New York 14618
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(Address of Principal Executive Offices) (Zip Code)
(585) 242-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 2, 2005, Zapata Corporation ("Zapata") completed the sale of
all of Zapata's 4,162,394 shares of common stock of Safety Components
International, Inc. ("Safety Components") to WLR Recovery Fund II, L.P. and WLR
Recovery Fund III, L.P. (collectively, the "WLR Funds"), 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. The purchase price for
Zapata's 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 held in escrow pending the closing, less certain costs. The amount of the
consideration was determined by arm's length negotiations between Zapata and the
WLR Funds.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 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) (incorporated by reference to
Exhibit 10.1 of Form 10-Q dated November 14, 2005
(SEC File No. 001-04219)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZAPATA CORPORATION
Date: December 8, 2005 By: /s/ Leonard DiSalvo
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Name: Leonard DiSalvo
Title: Vice President - Finance and CFO
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