UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 7)*
Under the Securities Exchange Act of 1934
SAFETY COMPONENTS INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class Securities)
786474205
(CUSIP Number)
LEONARD DISALVO,
VICE PRESIDENT - FINANCE AND CFO
ZAPATA CORPORATION
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NEW YORK 14618
(585) 242-2000
COPIES TO:
GORDON E. FORTH, ESQ.
WOODS OVIATT GILMAN LLP
700 CROSSROADS BUILDING
2 STATE STREET
ROCHESTER, NEW YORK 14614
TEL. (585) 987-2800
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
DECEMBER 2, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act. (However, see the Notes).
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zapata Corporation
74-1339132
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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(7) SOLE VOTING POWER
0
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH (9) SOLE DISPOSITIVE POWER
0
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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0
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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This Amendment No. 7 ("Amendment No. 7") to Schedule 13D is being filed by
Zapata Corporation ("Zapata" or the "Reporting Person") to amend and supplement
its original Schedule 13D filed September 29, 2003 by Zapata, as amended by
Amendment No. 1 filed October 6, 2003, Amendment No. 2, filed October 9, 2003,
Amendment No. 3 filed October 14, 2003, Amendment No. 4 filed November 14, 2003,
Amendment No. 5 filed March 19, 2004 and Amendment No. 6 filed October 3, 2005
(the "Schedule 13D"), relating to the common stock, par value $0.01 per share
(the "Common Stock"), of Safety Components International, Inc., a Delaware
corporation (the "Issuer"). This Amendment No. 7 amends the Schedule 13D to
include additional information to Item Nos. 4, 5 and 6. All other items that
remain unchanged from the Schedule 13D are not repeated herein, but are
incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION
On December 2, 2005, Zapata completed the sale of all of Zapata's
4,162,394 shares of the Issuer's Common Stock 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 and the WLR Funds, as amended by Amendment No. 1 and Joinder dated
September 26, 2005. The purchase price for the Issuer's 4,162,394 shares of
Common Stock was $12.30 per share, for an aggregate of $51,197,446, plus
interest earned on the purchase price while held in escrow pending the closing,
pursuant to the terms of an Escrow Agreement dated September 26, 2005 among
Zapata, the WLR Funds and CitiBank, N.A., as escrow agent.
As a result of this sale, Zapata is no longer the holder of any shares of
the Issuer's Common Stock. Except as otherwise set forth herein, the Reporting
Person has no present plans or proposals with respect to any other action
referred to in instructions (a) through (j) of Item 4 of Schedule 13D.
The description of the Stock Purchase Agreement and the Escrow Agreement
contained in this Schedule 13D are qualified in their entirety by reference to
such agreements, copies of which were attached as Exhibit 1 and Exhibit 2,
respectively, to Amendment No. 6 to this Schedule 13D and are incorporated by
reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Zapata no longer beneficially owns any of the Issuer's securities as a
result of the transaction described in Item 4 above.
(b) Zapata no longer has any voting rights with respect to any of the
Issuer's securities as a result of the transaction described in Item 4 above.
(c) Except as described in Item 4 above, Zapata has not effected any
transactions in the common stock of the Issuer during the past 60 days.
(d) Under the Stock Purchase Agreement and Escrow Agreement described in
Items 4 and 6, all dividends or distributions declared and paid prior to the
closing of the transactions
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contemplated thereunder were deposited in escrow with CitiBank, N.A. The WLR
Funds received all such dividends or distributions at closing on December 2,
2005.
(e) On December 2, 2005 Zapata ceased to be the beneficial owner of any
shares of the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The descriptions of the Stock Purchase Agreement and Escrow Agreement
contained in Item 4 above are incorporated by reference in this Item 6. The
description of the Stock Purchase Agreement and the Escrow Agreement in this
Schedule 13D are qualified in their entirety by reference to such agreements,
copies of which were attached as Exhibit 1 and Exhibit 2, respectively, to
Amendment No. 6 to this Schedule 13D and are incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stock Purchase Agreement dated September 23, 2005
between Zapata Corporation and WLR Recovery Fund III,
L.P., as amended by Amendment No. 1 and Joinder dated
September 26, 2005 (incorporated by reference to Exhibit
1 to Schedule 13D/A filed by Zapata Corporation with the
SEC on October 3, 2005 (SEC File No. 005-45337)).
Exhibit 2 Escrow Agreement dated September 26, 2005 among WLR
Recovery Fund II, L.P., WLR Recovery Fund III, L.P.,
Zapata Corporation and Citibank N.A., as escrow agent
(incorporated by reference to Exhibit 2 to Schedule
13D/A filed by Zapata Corporation with the SEC on
October 3, 2005 (SEC File No. 005-45337)).
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 12, 2005
Zapata Corporation
By: /s/ Leonard DiSalvo
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Name: Leonard DiSalvo
Title: Vice President - Finance and CFO
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