OMEGA PROTEIN CORP
424B1, 1998-04-03
FISHING, HUNTING AND TRAPPING
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                                                Filed Pursuant to Rule 424(b)(1)
PROSPECTUS
- --------------------------------------------------------------------------------
 
                                8,500,000 Shares
                                     [Logo]
 
                                  Common Stock
- --------------------------------------------------------------------------------
 
Of the 8,500,000 shares of common stock, par value $.01 per share (the 'Common
Stock'), offered hereby, 4,000,000 shares are being sold by Omega Protein
Corporation (the 'Company'), which, prior to this offering (the 'Offering'), was
a wholly-owned subsidiary of Zapata Corporation ('Zapata' or the 'Selling
Stockholder') and 4,500,000 shares are being offered by the Selling Stockholder.
The Company will not receive any proceeds from the sale of shares of Common
Stock being sold by the Selling Stockholder. See 'Principal and Selling
Stockholders.'
 
Prior to the Offering, there was no public market for the Common Stock. See
'Underwriting' for a discussion of the factors considered in determining the
initial public offering price. The Common Stock has been authorized for listing
on the New York Stock Exchange ('NYSE') under the symbol 'OME.'
 
Zapata will own 64.1% of the Common Stock outstanding after the Offering (59.7%
if the Underwriters' over-allotment options are exercised in full) and, as a
result, will have the ability to control the outcome of all matters submitted to
a vote of the Company's stockholders, including the election of directors. See
'Principal and Selling Stockholders.'
 
SEE 'RISK FACTORS' ON PAGES 6 TO 10 FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION  NOR  HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED  UPON THE  ACCURACY  OR  ADEQUACY  OF THIS  PROSPECTUS. ANY
         REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL  OFFENSE.
 
<TABLE>
<CAPTION>
                                                     Underwriting                                   Proceeds to
                                Price to             Discounts and           Proceeds to              Selling
                                 Public             Commissions(1)           Company(2)            Stockholder(2)
<S>                       <C>                    <C>                    <C>                    <C>
Per Share...............         $16.00                  $1.08                 $14.92                 $14.92
Total(3)................      $136,000,000            $9,180,000             $59,680,000            $67,140,000
</TABLE>
 
(1) The Company and the Selling Stockholder have agreed to indemnify the several
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended. See 'Underwriting.'
 
(2) Before deducting expenses payable by the Company, estimated to be $500,000,
    and expenses payable by the Selling Stockholder, estimated to be $500,000.
 
(3) The Company and the Selling Stockholder have granted the Underwriters 30-day
    over-allotment options to purchase, in the aggregate, up to 1,275,000
    additional shares of Common Stock on the same terms and conditions as set
    forth above. If all such additional shares are purchased by the
    Underwriters, the total Price to Public will be $156,400,000, the total
    Underwriting Discounts and Commissions will be $10,557,000, the total
    Proceeds to Company will be $68,632,000 and the total Proceeds to Selling
    Stockholder will be $77,211,000. See 'Underwriting.'
- --------------------------------------------------------------------------------
 
The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Stockholder and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters will be
made through the facilities of the Depository Trust Company, New York, New York
on or about April 8, 1998.
 
PRUDENTIAL SECURITIES INCORPORATED                      DEUTSCHE MORGAN GRENFELL
 
April 2, 1998



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                                   [PHOTO]
                        
                    Menhaden, the Company's raw material.

                                   [PHOTO]

                       One of the Company's 66 steamers.

                                    [MAP] 

                       Location of the Company's operations


CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
PURCHASES OF THE COMMON STOCK TO STABILIZE ITS MARKET PRICE, PURCHASES OF THE
COMMON STOCK TO COVER SOME OR ALL OF A SHORT POSITION IN THE COMMON STOCK
MAINTAINED BY THE UNDERWRITERS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITING.'



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<PAGE>

                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus and information under 'Risk Factors.' All
references to the Common Stock in this Prospectus reflect the 19,676-for-one
stock conversion effected in the Company's January 26, 1998 reincorporation
merger effected with Marine Genetics, Inc. Unless otherwise indicated, (i) all
information in this Prospectus assumes that the Underwriters' over-allotment
options will not be exercised, (ii) all references in this Prospectus to the
'Company' mean Omega Protein Corporation and its consolidated subsidiaries,
(iii) all references to a 'Fiscal' year refer to the 12 month period ended
September 30 of such year and (iv) all references to tons with respect to fish
catch, fish meal and fish solubles are to short tons and all references to tons
with respect to oil are to metric tons.
 
                                  THE COMPANY
 
     Omega Protein Corporation is the largest U.S. producer of protein-rich meal
and oil derived from marine sources. The Company markets a variety of products
derived from menhaden, a fish found in commercial quantities in coastal waters
off the U.S. mid-Atlantic and Gulf coasts. These products include regular grade
and value-added specialty fish meals, crude and refined fish oils and fish
solubles. The Company's fish meal products are used as protein additives by
animal feed manufacturers and by commercial livestock and poultry farmers. Fish
meal derived from menhaden generally possesses a higher protein content and a
superior amino acid profile than other fish meal produced in the U.S. The
Company's fish oil is used in hydrogenated form by European commercial food
processors in margarine and other shortenings. Due to its content of
nutritionally important omega-3 fatty acids, the oil is also used in Europe in
non-hydrogenated form as a nutritional supplement in foods such as bread, soup
and beverages. In its crude form, the Company's fish oil is used in aquaculture
feeds and certain industrial applications. Fish solubles are sold as protein
additives for animal feed and as organic fertilizers.
 
     The Company is the largest U.S. harvester and processor of menhaden. The
menhaden catch is processed in one of the Company's five plants (one of which
was recently acquired) located in Virginia, Mississippi and Louisiana. The
Company's processing operations are vertically integrated and include 66 fishing
vessels and 44 spotter aircraft. In Fiscal 1997, the Company processed
approximately 507,358 tons of menhaden (representing approximately 54% of the
total menhaden harvested in the U.S.) into approximately 124,985 tons of fish
meal, 71,562 tons of fish oil and 16,531 tons of fish solubles. During Fiscal
1997, the Company produced approximately 43% of all fish meal and approximately
58% of all fish oil produced in the U.S. See 'Business -- Product Lines' and
' -- Harvesting and Processing.'
 
     For Fiscal 1997, the Company reported revenues of $117.6 million and
operating income of $18.2 million. Between Fiscal 1993 and Fiscal 1997 operating
income increased at a compound annual growth rate of 43%. On a pro forma basis
adjusted for the sale of the Company's milling business as of October 1, 1996,
the Company had revenues of $85.6 million and operating income of $18.0 million
in Fiscal 1997. During the first quarter of Fiscal 1998, the Company had
revenues of $29.5 million and operating income of $9.1 million. See 'Pro Forma
Unaudited Consolidated Statement of Operations Data' and 'Management's
Discussion and Analysis of Financial Condition and Results of Operations.' In
early Fiscal 1998, the Company acquired certain operating assets of American
Protein, Inc. and Gulf Protein, Inc., two of the four other remaining menhaden
harvesters. The Company anticipates that these acquisitions will enhance its
harvesting and processing capabilities. See 'Company History and Recent
Transactions.'
 
     The feeding practices utilized by certain livestock farmers have become
increasingly complex, requiring specific combinations of proteins, amino acids
and fats to be fed to animals so as to maximize the feed to weight gain ratio
and minimize the overall cost to raise an animal from birth to production. For
example, the Company's fish meal is sold to, among others, (i) dairy feed
manufacturers seeking to increase milk production per cow; (ii) turkey feed and
swine feed manufacturers seeking to improve feed efficiency, increase weight
gain and shorten time to market; and (iii) pet food manufacturers and
aquaculture farmers seeking consistency of texture and taste for their feed. A
growing portion of the Company's meal production is dedicated to higher priced
specialty meals marketed under its Company-owned brands, Sea-Lac and Special
Select. These specialty meals are designed for specific animal feed
applications, are more easily digestible and allow for greater protein
absorption than most other competing protein feed additives. See
'Business -- Industry Overview.'
 
                                       3
 

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     In June 1997, the Food and Drug Administration (the 'FDA') approved the use
of refined (non-hydrogenated) menhaden oil for human consumption in the U.S.
Menhaden oil is the only non-hydrogenated fish oil approved by the FDA for human
consumption. Menhaden oil contains omega-3 fatty acids, which studies have
linked to the prevention and treatment of certain diseases, including
hypertension, cardiovascular disease, cancer and arthritis. The Company believes
that this recent development presents significant domestic market opportunities
for its menhaden oil.
 
     The Company's strategy is to continue to enhance its position as the
leading domestic supplier of value-added marine protein products (such as
Special Select and Sea-Lac) and oil products, to become the leading domestic
supplier of omega-3 rich oil for human consumption and to broaden its
international presence. To achieve these objectives, the Company has established
the following strategies: (i) focus on the development of value-added products;
(ii) exploit the U.S. market for omega-3 fatty acids; (iii) maintain its status
as the largest U.S. source of marine-derived protein products and oils; and (iv)
expand its presence in the protein additives industry through future acquisition
of other producers of animal-derived protein products in the U.S. and abroad.
Although the Company is currently evaluating various acquisition opportunities,
as of the date of this Prospectus, the Company has no pending plans, agreements,
understandings, negotiations or arrangements with respect to any material
acquisitions. See 'Business -- Business Strategy.'
 
     The Company is a wholly-owned subsidiary of Zapata and is the successor by
merger to the businesses previously conducted by Marine Genetics Corporation
(formerly known as Zapata Protein, Inc.) and its subsidiaries. See 'Company
History and Recent Transactions.' The Company was formed under the laws of the
State of Nevada on January 23, 1998. Its executive offices are located at 1717
St. James Place, Suite 550, Houston, Texas 77056, and its telephone number is
(713) 940-6100.
 
                                  THE OFFERING
 
<TABLE>
<S>                                                                                <C>
Common Stock Offered by the Company..............................................  4,000,000 shares
Common Stock Offered by the Selling Stockholder..................................  4,500,000 shares
Common Stock to be Outstanding after the Offering................................  23,676,000 shares (1)
Use of Proceeds by the Company...................................................  To repay indebtedness to Zapata and to a
                                                                                   bank and for general corporate purposes,
                                                                                   including working capital and
                                                                                   acquisitions. See 'Use of Proceeds.'
NYSE Symbol......................................................................  OME
</TABLE>
 
- ------------
(1) Excludes options to purchase an aggregate of 4,220,000 shares of Common
    Stock authorized under the Company's 1998 Long-Term Incentive Plan (the
    '1998 Incentive Plan') and the Company's Non-Management Directors Plan
    ('Directors Option Plan'), of which options to purchase 1,657,360 shares of
    Common Stock have been granted at $12.75 per share under the 1998 Incentive
    Plan and options to purchase 582,400 shares of Common Stock have been
    granted at $12.75 per share under the Directors Option Plan. See
    'Management -- Stock Option Plans.'
 
                                  RISK FACTORS
 
     Investors should consider the risk factors involved in connection with an
investment in the Common Stock and the impact to investors from various events
that could adversely affect the Company's business, including, among others, the
Company's dependence on menhaden as its single natural resource, the effect on
the prices for the Company's products caused by worldwide supply and demand
relationships for competing products, government regulations, restrictions on
foreign ownership required for the Company to maintain its fishing licenses in
U.S. jurisdictional waters, risk associated with the Company's attempts to
exploit the domestic market for omega-3 fatty acids, fluctuation of quarterly
results, and control of the Company by Zapata after the Offering. For a more
complete discussion of these and other risk factors affecting the Company and
its business, see 'Risk Factors.'
                            ------------------------
     Special Select'tm' and Sea-Lac'r' are trademarks of the Company.
 
                                       4
 

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                      SUMMARY CONSOLIDATED FINANCIAL DATA
          (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED SEPTEMBER 30,
                               --------------------------------------------------------------------     THREE MONTHS ENDED
                                                                                    1997                   DECEMBER 31,
                                                                         --------------------------   ----------------------
                               1993(1)   1994(2)      1995     1996(1)     ACTUAL      PRO FORMA(3)     1996        1997(4)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                                                                                                           (UNAUDITED)
<S>                            <C>       <C>        <C>        <C>       <C>           <C>            <C>          <C>
STATEMENT OF OPERATIONS DATA:
  Revenues....................$58,565    $ 96,614   $ 94,959  $93,609     $ 117,564      $ 85,599      $25,623(5)   $29,503
  Gross Profit................  8,100      (2,142)     9,837   15,194        23,818        23,644        4,817       10,229
  Operating income (loss).....  4,295      (6,896)     5,904   10,504        18,205        18,031        3,792        9,075
  Interest expense............   (818)       (687)    (1,102)    (995)         (592)         (527)        (202)        (379)
  Other (expense) income......   (148)        114        116     (118)       (1,328)         (791)          (1)         (13)
  Income (loss) before income
    taxes.....................  3,329      (7,469)     4,918    9,391        16,285        16,713        3,589        8,683
  Net income (loss)........... $2,147    $ (5,220)  $  3,250   $5,928     $  10,425      $ 10,703      $ 2,225      $ 5,312
  Net income (loss) per share
    (basic)...................  $0.11      $(0.27)     $0.17    $0.30         $0.53         $0.54        $0.11        $0.27
  Average common shares
    outstanding............... 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
 
  Net income (loss) per share
    (diluted)................   $0.11      $(0.27)     $0.17    $0.30         $0.53         $0.54        $0.11        $0.27
  Average common shares and
    common share equivalents
    outstanding............... 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
SELECTED OPERATING DATA:
  Fish catch (tons)(6)........500,088     685,377    512,517   458,917      507,358                     70,082      107,535
  Sales (tons)
    Fish meal:
      Regular grade meal...... 77,896     133,515    108,435   61,494        51,995                      8,483       10,429
      Special Select.......... 27,558      30,568     37,084   38,964        47,217                     11,018       14,053
      Sea-Lac.................  5,127       7,576      7,790    9,379        13,917                      3,147        3,501
    Oil:
      Refined.................  5,392       7,249      8,447    8,814         9,747                      2,665        1,923
      Crude................... 36,659      76,302     79,644   52,257        44,007                     12,300       22,329
    Solubles..................  7,656      15,842     16,879   19,988        18,733                      4,479        3,929
  Average selling price per
    ton:
    Fish meal:
      Regular grade meal...... $  350    $    329   $    329   $  383     $     457                    $   436      $   470
      Special Select..........    445         403        405      495           547                        542          589
      Sea-Lac.................    397         367        370      431           509                        501          528
    Oil:
      Refined................. $  470    $    423   $    448   $  510     $     529                    $   502      $   552
      Crude...................    320         300        321      390           424                        410          539
    Solubles..................    173         162        157      163           191                        173          209
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                          DECEMBER 31, 1997
                                                                                                      --------------------------
                                                                                                       ACTUAL     AS ADJUSTED(7)
                                                                                                      --------    --------------
                                                                                                             (UNAUDITED)
<S>                                                                                                   <C>         <C>
BALANCE SHEET DATA:
    Working capital................................................................................   $ 36,898       $ 66,340
    Total assets...................................................................................    130,620        154,461
    Total debt.....................................................................................     40,938         10,758
    Stockholders' equity...........................................................................     69,666        128,846
</TABLE>
 
- ------------
(1) In August 1993, the Company acquired a 60% equity interest in Venture
    Milling Company, which was involved in the milling of animal feeds and
    protein ingredients for the poultry, hog and dairy industries. In March
    1996, the Company acquired the remaining 40% of Venture Milling Company's
    equity.
(2) Includes a non-recurring charge of $12.3 million related to a write-down of
    the Company's assets to estimated fair value which was computed in
    connection with the Company's contemplated sale in Fiscal 1994.
(3) Gives effect to the September 16, 1997 sale by Venture Milling Company of
    substantially all of its assets as if such sale occurred on October 1, 1996.
    See 'Company History and Recent Transactions' and 'Pro Forma Unaudited
    Consolidated Statement of Operations Data.'
(4) In November 1997, the Company acquired certain assets from American Protein,
    Inc. and Gulf Protein, Inc. See 'Company History and Recent Transactions.'
    The Company operated the 10 vessels acquired from American Protein, Inc.
    through the end of the mid-Atlantic coast fishing season. The Company did
    not operate any of the Gulf Protein, Inc. vessels since the 1997 Gulf Coast
    fishing season had ended prior to the closing of that transaction.
(5) Includes $7.0 million of revenues from the operations of Venture Milling
    Company.
(6) Fish catch has been converted to short tons using the conversion ratio
    recognized for the menhaden species by the U.S. Department of Commerce
    National Oceanic and Atmospheric Administration, National Marine Fisheries
    Service ('NMFS'). NMFS uses a conversion of 670 pounds per 1,000 fish.
    Pounds are converted into short tons by dividing the total pounds of fish
    catch by 2,000 (the 'NMFS fish catch conversion ratio').
(7) As adjusted to give effect to the sale by the Company of 4,000,000 shares of
    Common Stock at an initial public offering price of $16.00 per share (after
    deducting underwriting discounts and commissions and estimated Offering
    expenses payable by the Company), and the application of the net proceeds
    therefrom, including the application of a portion of the $59.2 million in
    the Company's net proceeds to the repayment of $33.3 million of indebtedness
    to Zapata (of which $5.2 million are current maturities of long-term debt)
    and the repayment of $2.1 million of bank indebtedness (of which $442,000
    are current maturities of long-term debt).
 
                                       5


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                                  RISK FACTORS
 
     An investment in the Common Stock involves a high degree of risk.
Prospective investors should consider carefully the following risk factors, in
addition to the other information presented in this Prospectus, in connection
with an investment in shares of Common Stock offered hereby.
 
     When used in this Prospectus, the words 'may,' 'will,' 'expect,'
'anticipate,' 'continue,' 'estimate,' 'project,' 'intend' and similar
expressions are intended to identify forward-looking statements regarding among
other things: (i) trends affecting the Company's financial condition or results
of operations; (ii) the Company's business and growth strategies; (iii) the use
of the net proceeds to the Company from the Offering; (iv) trends in the animal
feed, protein additives, refined and crude oil and organic fertilizer
industries; (v) government regulations; and (vi) the Company's financing plans.
Prospective investors are cautioned that any forward-looking statements are not
assurances or guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included
within the forward-looking statements as a result of various factors. Factors
that could cause or contribute to such differences include, but are not limited
to, those described below, and under the heading 'Management's Discussion and
Analysis of Financial Condition and Results of Operation' and elsewhere in this
Prospectus.
 
     DEPENDENCE ON SINGLE NATURAL RESOURCE. The Company's primary raw material
is menhaden. The Company's business is dependent on its annual menhaden harvest
in ocean waters along the U.S. mid-Atlantic and Gulf coasts. The Company's
annual menhaden harvest is subject to fluctuation due to natural conditions such
as varying fish population, adverse weather conditions and disease. The Company
has no control over these conditions and accordingly, there can be no assurance
that the Company will be able to meet its annual raw material requirements in
any year. A failure to harvest menhaden in sufficient numbers and in a timely
manner would have a material adverse effect on the Company's business, results
of operations and financial condition.
 
     COMPETITION AND PRICE. The marine protein and oil business is subject to
significant competition from vegetable and animal protein and oil products, such
as soybean meal and oil, palm oil, spray dried blood meal, bone meal and feather
meal. The price for fish meal generally bears a relationship to prevailing
soybean meal prices, while prices for fish oil used as a replacement for
vegetable fats and oils usually bear a relationship to prices for these
alternative fats and oils. In addition, to a lesser extent, the Company competes
with international marine protein and oil producers located principally in
Scandinavia and South America. The prices for the Company's products are
significantly influenced by worldwide supply and demand relationships over which
the Company has no control and which tend to fluctuate to a significant extent
over the course of a year and from year to year. During the past three years,
worldwide prices for protein additives and oils have steadily increased,
reaching historic highs during Fiscal 1997 and the first quarter of Fiscal 1998.
There can be no assurance that the favorable pricing environment of the last
three years will continue. See 'Business -- Competition.'
 
     GOVERNMENT REGULATIONS. Certain states have enacted legislation and
regulations that prohibit, limit or restrict menhaden fishing within their
jurisdictional waters. In addition, certain states regulate the length of the
fishing season. Violations of these laws and regulations can result in
substantial penalties, ranging from fines to seizure of catch and vessels. The
Company's operations are also subject to federal, state and local laws and
regulations relating to the protection of the environment and the health and
safety of its employees. Failure by the Company to continue to comply with
applicable laws and regulations could have a material adverse effect on the
Company's business, results of operations and financial condition. In addition,
there can be no assurance that new laws and regulations, or stricter
interpretations of existing laws or regulations, will not materially adversely
affect the Company's business or results of operations in the future. See
'Business -- Harvesting and Processing' and ' -- Regulation.'
 
     RESTRICTION ON FOREIGN OWNERSHIP. Certain federal regulations related to
the Company's harvesting activities restrict the total percentage of the
Company's capital stock which may be held by non-U.S. citizens to less than 50%
of the Company's outstanding capital stock and voting stock. The Company has
established procedures that must be followed in the purchase, sale or other
transfer of the Company's common stock. The Company's failure at any time to
maintain the U.S. citizenship ownership requirements would result in the loss of
the Company's ability to harvest menhaden in U.S.
 
                                       6
 

<PAGE>
<PAGE>

jurisdictional waters. Such a loss would have a material adverse effect on the
Company's business, results of operations and financial condition. See
'Business -- Regulation' and 'Description of Capital Stock -- Foreign Ownership
Restrictions.'
 
     RISKS ASSOCIATED WITH NEW BUSINESS VENTURES. In June 1997, the FDA approved
the sale of refined (non-hydrogenated) menhaden oil for use in edible products
in the U.S. The Company intends to sell refined (non-hydrogenated) menhaden oil
to food processors who will incorporate it into their products for human
consumption in the U.S. and, therefore, it is subject to risks inherent with a
new business venture such as the unproven market for this product and the need
to train its sales and marketing staff. There can be no assurance that the
Company will be able to profitably sell menhaden oil in the U.S. for human
consumption or that it will not incur losses in attempting to do so.
 
     RISKS ASSOCIATED WITH ACQUISITION STRATEGY. A significant element in the
Company's growth strategy is the acquisition of additional businesses to expand
the geographic and product markets in which it competes. The Company recently
acquired certain assets from two competitors. See 'Company History and Recent
Transactions.' There can be no assurance that the Company will be successful in
integrating these assets into its operations or be able to sell profitably the
increased production it anticipates from utilization of these assets. There also
can be no assurance that the Company will be able to identify or reach mutually
agreeable terms with acquisition candidates and their owners, that the Company
will be able to profitably manage future businesses it acquires or successfully
integrate future businesses it acquires into the Company without substantial
costs, delays or other problems. In addition, acquisitions may involve a number
of special risks, including adverse short-term effects on the Company's reported
operating results; diversion of management's attention; dependence on retention,
hiring and training of key personnel; and unanticipated problems or legal
liabilities. Some or all of these risks could have a material adverse effect on
the Company's business, results of operations and financial condition. There can
also be no assurance that any debt or equity financing needed for future
acquisitions can be obtained or that, if obtained, such financing will be on
terms that are favorable to the Company or sufficient for the Company's needs.
If the Company is unable to obtain sufficient financing, it may be unable to
fully implement its acquisition strategy.
 
     SEASONALITY AND FLUCTUATION OF QUARTERLY RESULTS. The Company's menhaden
harvesting and processing business is seasonal. The Company generally has higher
sales during the harvesting season (which includes the third and fourth quarters
of each Fiscal year) due to increased availability, but prices during the
harvesting season tend to be lower than during the off-season. As a result, the
Company's quarterly operating results have fluctuated in the past and may
fluctuate in the future. Fluctuations caused by variations in quarterly
operating results may affect the market price of the Common Stock. In addition,
from time to time the Company defers sales of inventory based on worldwide
prices for competing products which may affect comparable period comparisons.
See 'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results.'
 
     DEPENDENCE ON KEY PERSONNEL. The Company's performance is substantially
dependent on the efforts of its executive officers and certain key employees.
The Company intends to enter into employment agreements with its key executive
officers prior to the consummation of this Offering, but does not carry
insurance on the life of any of its executive officers. The loss of the services
of the Company's key officers could have a material adverse effect on the
Company's business, financial condition and results of operations. See
'Management.'
 
     DEPENDENCE ON LABOR FORCE. The Company's operations are labor intensive.
The Company's menhaden harvesting operations depend in large part upon its
ability to attract, motivate and retain vessel captains and crew members. From
time to time, the Company has experienced shortages of qualified personnel for
these positions. There can be no assurance that the Company will be able to
attract and retain sufficient numbers of vessel captains and crew members to
operate efficiently or that the Company's labor expense will not increase as a
result of labor shortages or increased labor expense in this area. Such labor
shortages or increased labor expenses could materially adversely affect the
Company's business, results of operations and financial condition.
 
     RISKS RELATED TO INTERNATIONAL SALES AND EXPANSION. Approximately 25.1% of
the Company's pro forma Fiscal 1997 revenues were derived from sales outside of
the U.S., principally in Europe and
 
                                       7
 

<PAGE>
<PAGE>

Canada. Presently all of the Company's international sales are denominated in
U.S. dollars and are not directly affected by fluctuations in the value of local
currencies. The competitive position of the Company's products are affected by
the strength of the U.S. dollar relative to the strength of local currencies of
the countries in which its products are sold. The Company's international sales,
which generally consist of fish oil sales, are also subject to various tariffs
and duties. See 'Business -- International Sales.' Further, an element of the
Company's strategy is to pursue growth opportunities in international markets,
including acquisitions in South America and sales to Asia and Mexico. These
activities are or will be exposed to the risk of changes in social, political
and economic conditions inherent in foreign operations and international trade,
including changes in the law and policies that govern foreign investment and
international trade in such countries, as well as, to a lesser extent, changes
in U.S. laws and regulations relating to foreign investment and trade. Changes
of tax or other laws, partial or total expropriation, currency exchange rate
fluctuations and restrictions on currency repatriation, the disruption of labor,
political disturbances, insurrection or war and the effect of requirements of
partial local ownership of operations in certain countries could have a material
adverse effect on the Company's business, results of operations or financial
conditions.
 
     CONTROL BY ZAPATA. Upon completion of the Offering, Zapata will own
approximately 64.1% (approximately 59.7% if the Underwriters' over-allotment
options are exercised in full) of the shares of Common Stock outstanding.
Accordingly, Zapata will have the ability to elect all the members of the Board
of Directors of the Company (the 'Company's Board') and otherwise control the
management and affairs of the Company. Malcolm Glazer, through the Glazer Family
Limited Partnership, is the beneficial owner of approximately 45% of Zapata's
issued and outstanding voting common stock. Malcolm Glazer and his son, Avram
Glazer, are members of the Company's Board. The ability of Zapata and through
Zapata, the Glazers, to control the Company could have a material adverse effect
on the market price for shares of Common Stock. See 'Principal and Selling
Stockholders' and 'Shares Eligible For Future Sale.'
 
     CONFLICTS OF INTEREST. In the future, conflicts of interest may arise
between Zapata and the Company in a number of areas relating to their past and
present relationships in which Zapata and the Glazers could exercise their
control to determine the outcome. Potential conflicts include future
acquisitions of businesses or properties, other business opportunities, the
election of new or additional directors, the payment of dividends, incurring
indebtedness, tax matters, financial commitments, registration rights and
issuance of capital stock of the Company. Any officer or director of Zapata who
serves as a director of the Company, such as Malcolm Glazer and Avram Glazer,
may have conflicts of interest in addressing business opportunities and
strategies as to which Zapata's and the Company's interest differ. There can be
no assurance that any such conflict of interest will be resolved in favor of the
Company.
 
     The Company and Zapata intend to enter into certain agreements prior to the
consummation of the Offering. The agreements, which become effective on the
completion of the Offering, define the relationship between the Company and
Zapata generally with respect to indemnification and contribution for any losses
arising out of this Offering as a result of securities law violations,
restrictions on Zapata harvesting menhaden or engaging in the fish meal and oil
business following the closing of this Offering, corporate services, taxes, real
estate, and registration rights. As a result of Zapata's ownership interest in
the Company, the terms of such agreements were not the result of arm's-length
negotiations. Reimbursement for ongoing services provided by the Company to
Zapata will be at the Company's estimated cost. There can be no assurance that
such agreements, or the transactions provided for therein, will be effected on
terms at least as favorable to the Company as could have been obtained from
unaffiliated third parties. See 'Management -- Board Committees' and 'Certain
Transactions and Arrangements Between the Company and Zapata.'
 
     LIABILITIES AS A MEMBER OF CONSOLIDATED TAX GROUP. The Company has been and
will continue to be through the closing of the Offering, a member of Zapata's
consolidated tax group under federal income tax law. Following the consummation
of this Offering, the Company will no longer be a member of Zapata's
consolidated tax group for federal income tax purposes. Each member of a
consolidated group for federal income tax purposes is jointly and severally
liable for the federal income tax liability of each other member of the
consolidated group. Similar rules may apply under state income tax laws.
Although Zapata and the Company intend to enter into a Tax Indemnity Agreement
prior to the
 
                                       8
 

<PAGE>
<PAGE>

consummation of the Offering, if Zapata or members of its consolidated tax group
(other than the Company and its subsidiaries) fail to pay tax liabilities
arising prior to the time that the Company is no longer a member of Zapata's
consolidated tax group or during the tax period including the date on which the
Offering is consummated, the Company could be required to make payments in
respect of these tax liabilities and such payments could materially adversely
affect the Company's business, results of operations and financial condition.
See 'Certain Transactions and Arrangements Between the Company and Zapata -- Tax
Indemnity Agreement.'
 
     POTENTIAL LEGAL LIABILITY. The Company is subject to the Jones Act which
permits seamen and their personal representatives and certain close family
members to recover damages if the seaman has been injured due to the negligence
of the Company or to the negligence of the seaman's fellow employees. Damages
are allowed for compensation of past and future loss of income, expenses of
medical care, pain and suffering and disability. The Company participates in an
insurance program that provides coverage for liability of the Company under the
Jones Act up to certain limits. There can be no assurance, however, that the
Company's insurance will be adequate to cover all potential claims under the
Jones Act. See 'Business -- Insurance.'
 
     POTENTIAL EFFECT OF ANTITAKEOVER PROVISIONS. Certain provisions of the
Company's Articles of Incorporation and By-Laws, as well as the Nevada
Corporation Law could delay or frustrate the removal of incumbent directors and
could make difficult a merger, tender offer or proxy contest involving the
Company, even if such events could be viewed as beneficial by the Company's
stockholders. The Company's Board is empowered to issue preferred stock in one
or more series without stockholder action. Any issuance of this 'blank-check'
preferred stock could materially limit the rights of holders of the Common Stock
and render more difficult or discourage an attempt to obtain control of the
Company by means of a tender offer, merger, proxy contest or otherwise. In
addition, the Articles of Incorporation and By-Laws contain a number of
provisions which could impede a takeover or change in control of the Company,
including, among other things, staggered terms for members of the Company's
Board, the requiring of two-thirds vote of stockholders to amend certain
provisions of the Articles of Incorporation or the inability after Zapata no
longer owns a majority of the Company's Common Stock to take action by written
consent or to call special stockholder meetings. Certain provisions of the
Nevada Corporation Law to which the Company may become subject at some time in
the future could also discourage takeover attempts that have not been approved
by the Company's Board. See 'Description of Capital Stock -- Antitakeover
Effects of Certain Provisions of the Articles of Incorporation and By-Laws.'
 
     SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of the Offering, the
Company will have 23,676,000 shares of Common Stock outstanding (24,276,000 if
the Underwriters' over-allotment options are exercised in full). Of these
shares, the 8,500,000 shares offered hereby (9,775,000 shares if the
Underwriters' over-allotment options are exercised in full) will be freely
tradeable without restriction or requirement of future registration under the
Securities Act of 1933, as amended (the 'Securities Act'). All of the remaining
outstanding shares of Common Stock will continue to be held by Zapata and are
'restricted securities' as that term is defined by Rule 144 promulgated under
the Securities Act. Such shares will be eligible for sale beginning upon
expiration of the lock-up agreement described below, subject to the manner of
sale, volume, notice and information requirements of Rule 144. The Company, its
officers and directors and the Selling Stockholder have agreed that they will
not, for a period of 180 days (360 days in the case of the Selling Stockholder)
from the date of this Prospectus, directly or indirectly, offer, sell, offer to
sell, contract to sell, pledge, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale,
pledge, grant of any option to purchase or other sale or disposition) of any
shares of Common Stock or other capital stock of the Company or any securities
convertible into, or exercisable or exchangeable for, any Common Stock, or other
capital stock of the Company without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, except that such
agreement does not prevent the Company from (i) granting additional options
under the Company's 1998 Incentive Plan or the Directors Option Plan and (ii)
issuing stock in connection with an acquisition if the recipient agrees to the
same 180 day restriction on resale. Prudential Securities Incorporated may, in
its sole discretion, at any time and without notice, release all or any portion
of the securities subject to such lock-up agreements.
 
                                       9
 

<PAGE>
<PAGE>

     The Company has outstanding options to purchase 2,239,760 shares of Common
Stock, all of which vest ratably over a three year period following the grant
date of January 26, 1998. Within 365 days after the date of this Prospectus, the
Company intends to file a Registration Statement on Form S-8 covering such
shares of Common Stock (including the shares subject to outstanding options that
have been reserved for issuance under its stock option plans) thus permitting
the resale of such shares in the public market without restriction under the
Securities Act (provided they are not held by affiliates). Further, the Company
has granted certain registration rights to Zapata with respect to shares of
Common Stock it will retain after the Offering that will effectively allow
Zapata to sell all of its shares of Common Stock approximately one year after
the Offering and to participate as a selling stockholder, subject to certain
limitations, in future public offerings of Common Stock by the Company. Although
no prediction can be made as to the effect, if any, that future sales of shares
or the availability of shares for sale will have on the market price for Common
Stock prevailing from time to time, sale of substantial amounts of Common Stock
in the public market, or the perception of the availability of shares for sale,
could adversely affect the prevailing market price of the Common Stock and could
impair the Company's ability to raise capital through the sale of its equity
securities. See 'Description of Capital Stock,' 'Shares Eligible for Future
Sale' and 'Certain Transactions and Arrangements between the Company and
Zapata -- Registration Rights Agreement.'
 
     IMMEDIATE AND SUBSTANTIAL DILUTION. Purchasers of shares of Common Stock in
the Offering will experience an immediate and substantial dilution in the net
tangible book value of each share of Common Stock of $10.60 per share based upon
an initial public offering price of $16.00 per share. See 'Dilution.'
 
     DIVIDEND POLICY. The Company currently intends to retain earnings, if any,
to support its growth strategy and does not anticipate declaring or paying
dividends on its Common Stock in the foreseeable future. Payment of dividends on
Common Stock will be subject to restrictions contained in the Company's credit
facilities.
 
     DISCRETION IN APPLICATION OF PROCEEDS. The Company intends to utilize
approximately $23.8 million, representing approximately 40.2% of the Company's
net proceeds from the Offering, for general corporate purposes, including
working capital. The Company may also allocate funds for potential acquisitions.
The Company does not have any current or pending arrangements, understandings,
negotiations or agreements with respect to any potential acquisitions and there
can be no assurance that any such transaction will be consummated. Accordingly,
the Company will have broad discretion as to the application of such proceeds.
See 'Use of Proceeds.'
 
     NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE. Prior to the
Offering, there has been no public market for the Common Stock, and there can be
no assurance that an active trading market for the Common Stock will develop or
be sustained upon completion of the Offering. The initial public offering price
has been determined by negotiations among the Company, the Selling Stockholder
and the representatives of the Underwriters based upon a number of factors,
including market valuations of other companies engaged in activities similar to
those of the Company, estimates of the business potential and prospects of the
Company, the present state of the Company's business operations, the Company's
management and other factors deemed relevant. The initial public offering price
may not be indicative of the market price of the Common Stock following
completion of the Offering. The trading price of the Common Stock could also be
subject to significant fluctuations in response to variations in quarterly
results of operations, changes in worldwide prices for protein additives or
vegetable oils, general trends in the animal feed, protein ingredients, edible
oil, and organic fertilizer industries, changes in government legislation and
regulation, overall market conditions or other factors. In addition, the stock
markets historically have experienced extreme price and volume fluctuations
which may affect the market price of the Common Stock in a manner unrelated or
disproportionate to the operating performance of the Company. These market
fluctuations may adversely affect the market price of the Common Stock. See
'Underwriting.'
 
                                       10
 

<PAGE>
<PAGE>

                    COMPANY HISTORY AND RECENT TRANSACTIONS
 
HISTORY
 
     The Company is the successor by merger to Marine Genetics Corporation
(formerly known as Zapata Protein, Inc.), a Delaware corporation, which was
formed in March 1994 to act as the holding company for Omega Protein, Inc.
(formerly known as Zapata Protein (USA), Inc.), Omega Protein, Inc., which is
the operating entity for the Company's current businesses, was formed in
Virginia in October 1986, and is the successor to businesses conducted since
1913. The Company has a number of direct and indirect subsidiaries.
 
     The Company and its predecessors have been a wholly-owned subsidiary of
Zapata, a publicly traded company which has shares listed on the New York Stock
Exchange, Inc. ('NYSE'), since 1973 when Zapata acquired the Company's
operations. In Fiscal 1997, Zapata contributed as capital to the Company $41.9
million of intercompany indebtedness owed to Zapata by the Company. Prior to the
consummation of the Offering, the Company and Zapata intend to enter into a
Separation Agreement, Tax Indemnity Agreement, Registration Rights Agreement,
Administrative Services Agreement and Sublease Agreement for the purpose of
defining their continuing relationship. See 'Risk Factors -- Conflicts of
Interest' and 'Certain Transactions and Arrangements between the Company and
Zapata.'
 
RECENT TRANSACTIONS
 
     To concentrate on and enhance its core business, the Company recently sold
a marginally profitable business and acquired certain assets to increase the
Company's harvesting and production capabilities.
 
     On September 16, 1997, the Company's wholly-owned subsidiary, Venture
Milling Company, a Delaware corporation ('Venture Milling'), sold substantially
all of its assets to an unrelated third party (the 'Venture Milling
Disposition'). Venture Milling was primarily in the business of blending
different animal protein products (i.e., fish meal, blood meal and feather meal)
for sale to producers of feed for broilers and other animals with low
nutritional requirements. Venture Milling had annual revenues and operating
income (loss) of $32.0 million and $174,000, respectively, in Fiscal 1997, $17.5
million and ($122,000), respectively, in Fiscal 1996 and $8.1 million and
($115,000), respectively, in Fiscal 1995. The Venture Milling Disposition
resulted in a $531,000 pre-tax loss to the Company in Fiscal 1997 and did not
have a material impact on the Company's balance sheet since Venture Milling
leased most of the assets employed in its operations.
 
     On November 3, 1997, the Company acquired for $14.5 million in cash, the
fishing and processing assets of American Protein, Inc. ('American Protein'),
which operated 10 steamers and a menhaden processing plant in the Chesapeake Bay
area (the 'American Protein Acquisition'). American Protein's facilities were
located in close proximity to the Company's Reedville, Virginia facility.
Shortly after closing this acquisition, the Company closed the American Protein
plant and began integrating its assets into the Company's existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment at the Gulf Protein plant located
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in long-term liabilities (the 'Gulf Protein Acquisition' and, together
with the American Protein Acquisition, the 'Recent Acquisitions'). In connection
with the Gulf Protein Acquisition, the Company also entered into a five year
lease for the Gulf Protein plant at a $220,000 annual rental rate. The Company
is currently upgrading this plant's processing capabilities so that it can
manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     The Company financed the cash portion of the purchase price for the Recent
Acquisitions through loans from Zapata in the aggregate principal amount of
$28.1 million. These loans will be repaid with a portion of the proceeds of the
Offering.
 
                                       11
 

<PAGE>
<PAGE>

                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the 4,000,000 shares of
Common Stock offered by the Company hereby (after deducting underwriting
discounts and commissions and estimated Offering expenses payable by the
Company) are approximately $59.2 million ($68.1 million if the Underwriters'
over-allotment options are exercised in full).
 
     The Company intends to use approximately: (i) $33.3 million to repay the
Company's indebtedness to Zapata outstanding as of December 31, 1997 and (ii)
$2.1 million to repay bank indebtedness outstanding as of December 31, 1997. Of
the $33.3 million of intercompany indebtedness to be repaid to Zapata, $28.1
million was incurred to fund the cash portion of the purchase price for the
Recent Acquisitions and the balance was primarily incurred to pay the Company's
federal income taxes. The Zapata intercompany indebtedness incurred in
connection with the Recent Acquisitions bears interest at 8.5% per annum and
matures in November 2002. The balance of the intercompany indebtedness does not
bear interest. The $2.1 million of bank indebtedness was incurred to fund
working capital needs, bears interest at the bank's prime rate or LIBOR plus 175
basis points, at the Company's election, and matures in August 2002. See
'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.' Management of the Company will
have broad discretion concerning the allocation and use of the net proceeds of
this Offering remaining after the repayment of indebtedness described above.
Management intends to apply these remaining net proceeds to general corporate
purposes, including working capital and future acquisitions. Although the
Company is currently evaluating various acquisition opportunities, the Company
has no current or pending plans, agreements, understandings, negotiations or
arrangements with respect to any material acquisition. In addition to repaying
indebtedness, the Company's primary purposes in conducting this Offering are to
obtain additional equity capital, create a public market for the Common Stock,
facilitate future access to the public equity markets and provide increased
visibility for the Company.
 
     Pending application of the net proceeds to the Company from the Offering,
the Company intends to invest such net proceeds in interest-bearing, short-term,
investment grade securities or guaranteed obligations of the U.S. government.
 
     The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholder.
 
                                DIVIDEND POLICY
 
     Prior to October 1, 1990, the Company from time to time declared and paid
cash dividends to Zapata as its only stockholder. Since October 1, 1990, the
Company has not declared or paid any dividends with respect to its Common Stock.
The Company currently anticipates that all future retained earnings will be
retained by the Company to support its growth strategy. Accordingly, the Company
does not anticipate declaring or paying cash dividends for the foreseeable
future. The payment of any cash dividends will be in the discretion of the
Company's Board and will depend upon the Company's results of operations,
financial condition, cash requirements, future prospects, contractual
restrictions contained in the Company's credit facilities and other factors
deemed relevant by the Company's Board. See 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources.'
 
                                       12
 

<PAGE>
<PAGE>

                                 CAPITALIZATION
 
     The following table sets forth the Company's current maturities of
long-term debt and capitalization at December 31, 1997 and on an as adjusted
basis to give effect to the sale by the Company of 4,000,000 shares of Common
Stock at an initial public offering price of $16.00 per share (after the
deduction of underwriting discounts and commissions and estimated Offering
expenses payable by the Company) and the application of the net proceeds
therefrom as described in 'Use of Proceeds.' The table set forth below should be
read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the historical consolidated financial
statements of the Company appearing elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31, 1997
                                                                                           -----------------------
                                                                                            ACTUAL     AS ADJUSTED
                                                                                           --------    -----------
                                                                                               (IN THOUSANDS)
<S>                                                                                        <C>         <C>
Current portion of long-term debt.......................................................   $  1,540     $   1,098
                                                                                           --------    -----------
          Total short-term debt.........................................................   $  1,540     $   1,098
                                                                                           --------    -----------
                                                                                           --------    -----------
Long-term debt:
     Bank...............................................................................   $ 11,282     $   9,660
     Parent.............................................................................     28,116        --
                                                                                           --------    -----------
          Total long-term debt..........................................................   $ 39,398     $   9,660
Stockholders' equity:
     Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued.........      --           --
     Common stock, $.01 par value; 80,000,000 shares authorized; 19,676,000 shares
      issued and outstanding; 23,676,000 shares issued and outstanding as adjusted(1)...        197           237
     Capital in excess of par value.....................................................     43,731       102,871
     Reinvested earnings from October 1, 1990(2)........................................     25,738        25,738
                                                                                           --------    -----------
          Total stockholders' equity....................................................     69,666       128,846
                                                                                           --------    -----------
               Total capitalization.....................................................   $109,064     $ 138,506
                                                                                           --------    -----------
                                                                                           --------    -----------
</TABLE>
 
- ------------
 
(1) Excludes options to purchase an aggregate of 4,220,000 shares of Common
    Stock authorized under the 1998 Incentive Plan and the Directors Option
    Plan, of which options to purchase 1,657,360 shares of Common Stock have
    been granted at $12.75 per share under the 1998 Incentive Plan and options
    to purchase 582,400 shares of Common Stock have been granted at $12.75 per
    share under the Directors Option Plan. See 'Management -- Stock Option
    Plans.'
 
(2) See Note 1 to Consolidated Financial Statements.
 
                                       13
 

<PAGE>
<PAGE>

                                    DILUTION
 
     Purchasers of the Common Stock offered hereby will experience an immediate
and substantial dilution in the book value of the Common Stock from the initial
public offering price. At December 31, 1997 the net tangible book value of the
Company was $68.6 million or $3.49 per share. After giving effect to the sale by
the Company of the 4,000,000 shares of Common Stock in the Offering (at an
initial public offering price of $16.00 per share, after deducting underwriting
discounts and commissions and estimated Offering expenses to be paid by the
Company), the Company's net tangible book value will be $127.8 million or $5.40
per share. This represents an immediate increase in net tangible book value of
$1.91 per share of Common Stock to the existing stockholder and an immediate and
substantial dilution of $10.60 per share of Common Stock to new investors
purchasing shares of Common Stock in the Offering. The following table
illustrates the dilution per share:
 
<TABLE>
<S>                                                                                      <C>      <C>
Initial public offering price.................................................................    $16.00
     Net tangible book value before the Offering......................................   $3.49
 
     Increase attributable to new investors...........................................   $1.91
                                                                                         -----
Net tangible book value after the Offering....................................................    $ 5.40
                                                                                                  ------
Dilution to new investors.....................................................................    $10.60
                                                                                                  ------
                                                                                                  ------
</TABLE>
 
                                       14


<PAGE>
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA
     The following table presents, for the periods and the dates indicated,
selected historical consolidated financial data of the Company. The information
presented under the caption 'Statement of Operations Data' for Fiscal 1995, 1996
and 1997 and 'Balance Sheet Data' as of September 30, 1996 and 1997 is derived
from, and is qualified by reference to, the Company's audited consolidated
financial statements included elsewhere in this Prospectus. The selected
financial data for the Company presented under the captions 'Statement of
Operations Data' for Fiscal 1993 and 1994 and 'Balance Sheet Data' at September
30, 1993, 1994 and 1995 are derived from the Company's audited consolidated
financial statements not included in this Prospectus. The financial information
set forth below as of December 31, 1997 and for the three month periods ended
December 31, 1996 and 1997, is derived from the Company's unaudited consolidated
financial statements, which, in the opinion of management include all
adjustments necessary for a fair presentation of the financial condition and
results of operations of the Company for such periods. The results of operations
for interim periods are not necessarily indicative of a full year's operations.
 
     The historical financial data may not be indicative of the Company's future
performance and does not necessarily reflect what the financial position and
results of operations of the Company would have been had the Company operated
independently of Zapata during the periods covered. The pro forma financial data
presented below does not purport to represent what the financial performance of
the Company actually would have been had the related transaction occurred on the
date referred to below or to project the Company's financial performance or
position for any future date. The information set forth below should be read in
conjunction with 'Pro Forma Unaudited Consolidated Statement of Operations
Data,' 'Management's Discussion and Analysis of Financial Condition and Results
of Operations' and the historical consolidated financial statements and notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
                                                     YEAR ENDED SEPTEMBER 30,
                               --------------------------------------------------------------------     THREE MONTHS ENDED
                                                                                    1997                   DECEMBER 31,
                                                                         --------------------------   ----------------------
                               1993(1)   1994(2)      1995     1996(1)     ACTUAL      PRO FORMA(3)     1996        1997(4)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)                        (UNAUDITED)
<S>                            <C>       <C>        <C>        <C>       <C>           <C>            <C>          <C>
STATEMENTS OF OPERATIONS DATA:
    Revenues.................. $58,565   $ 96,614   $ 94,959   $93,609     $117,564       $85,599      $25,623(5)   $29,503
    Costs of sales............  50,465     98,756     85,122    78,415       93,746        61,955       20,806       19,274
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
        Gross profit (loss)...   8,100     (2,142)     9,837    15,194       23,818        23,644        4,817       10,229
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Selling, general and
      administrative..........   3,805      4,754      3,933     4,690        5,613         5,613        1,025        1,154
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Operating income (loss)...   4,295     (6,896)     5,904    10,504       18,205        18,031        3,792        9,075
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Interest expense..........    (818)      (687)    (1,102)     (995)        (592)         (527)        (202)        (379)
    Other (expense) income....    (148)       114        116      (118)      (1,328)         (791)          (1)         (13)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Income (loss) before
      income taxes............   3,329     (7,469)     4,918     9,391       16,285        16,713        3,589        8,683
    (Provision) benefit for
      income taxes............  (1,182)     2,249     (1,668)   (3,463)      (5,860)       (6,010)      (1,364)      (3,371)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Net income (loss).........  $2,147   $ (5,220)  $  3,250    $5,928     $ 10,425       $10,703      $ 2,225      $ 5,312
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Net income (loss) per
      share (basic)...........   $0.11   $(0.27)     $0.17       $0.30      $0.53         $0.54         $0.11        $0.27
    Average common shares
      outstanding.............  19,676     19,676     19,676    19,676       19,676        19,676       19,676       19,676
    Net income (loss) per
      share (diluted).........   $0.11    $(0.27)    $0.17       $0.30      $0.53         $0.54         $0.11        $0.27
    Average common shares and
      common share equivalents
      outstanding.............  19,676     19,676     19,676    19,676       19,676        19,676       19,676       19,676
</TABLE>
 
<TABLE>
<CAPTION>
                                                    SEPTEMBER 30,                         DECEMBER 31,
                                 ----------------------------------------------------     ------------
                                  1993       1994       1995       1996        1997           1997
                                 -------    -------    -------    -------    --------     ------------
                                                    (IN THOUSANDS)                        (UNAUDITED)
<S>                              <C>        <C>        <C>        <C>        <C>          <C>
BALANCE SHEET DATA:
    Working capital...........   $30,559    $27,472    $16,398    $20,719    $ 31,396       $ 36,898
    Total assets..............    96,038     89,533     85,012     86,969     100,440        130,620
    Total debt................    69,127     62,898     61,255     50,674      12,328         40,938
    Stockholders' equity(6)...     8,071      2,851      6,101     12,029      64,354         69,666
</TABLE>
- ------------
(1) In August 1993, the Company acquired a 60% equity interest in Venture
    Milling Company, which was involved in the milling of animal feeds and
    protein ingredients for the poultry, hog and dairy industries. In March
    1996, the Company acquired the remaining 40% of Venture Milling Company's
    equity.
(2) Includes a non-recurring charge of $12.3 million related to a write-down of
    the Company's assets to estimated fair value which was computed in
    connection with the Company's contemplated sale in Fiscal 1994.
(3) Gives effect to the September 16, 1997 sale by Venture Milling Company of
    substantially all of its assets as if such sale occurred on October 1, 1996.
    See 'Company History and Recent Transactions' and 'Pro Forma Unaudited
    Consolidated Statement of Operations Data.'
(4) In November 1997, the Company acquired certain assets from American Protein,
    Inc. and Gulf Protein, Inc. See 'Company History and Recent Transactions.'
    The Company operated all 10 fishing vessels acquired from American Protein,
    Inc. through the end of the mid-Atlantic coast fishing season. The Company
    did not operate any of the Gulf Protein, Inc. vessels during the three
    months ended December 31, 1997 since the 1997 Gulf Coast fishing season had
    ended prior to the closing of that transaction.
(5) Includes $7.0 million of revenues from the operations of Venture Milling.
(6) In Fiscal 1997, Zapata contributed to the Company as capital $41.9 million
    of existing intercompany debt owed to Zapata by the Company.
 
                                       15
 

<PAGE>
<PAGE>

         PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS DATA
 
     The following unaudited pro forma consolidated statement of operations data
gives effect to the Venture Milling Disposition which occurred on September 16,
1997 as if such transaction was effected as of October 1, 1996. See 'Company
History and Recent Transactions.'
 
     The unaudited pro forma consolidated financial data set forth below may not
be indicative of the results that actually would have been achieved by the
Company if the Venture Milling Disposition had been consummated at the beginning
of the period presented, nor does it purport to present results of operations of
the Company for future periods.
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED SEPTEMBER 30, 1997
                                                                          -------------------------------------
                                                                                        VENTURE
                                                                                        MILLING
                                                                           ACTUAL       RESULTS       PRO FORMA
                                                                          --------      --------      ---------
                                                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                                       <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
     Revenues........................................................     $117,564      $ 31,965       $85,599
     Cost of sales...................................................       93,746        31,791        61,955
                                                                          --------      --------      ---------
          Gross profit...............................................       23,818           174        23,644
     Selling, general and administrative.............................        5,613         --            5,613
                                                                          --------      --------      ---------
     Operating income................................................       18,205           174        18,031
     Interest expense................................................         (592)          (65)         (527)
     Other expense, net..............................................       (1,328)         (537)         (791)
                                                                          --------      --------      ---------
     Income (loss) before income taxes...............................       16,285          (428)       16,713
     (Provision) benefit for income taxes............................       (5,860)          150        (6,010)
                                                                          --------      --------      ---------
     Net income (loss)...............................................     $ 10,425      ($   278)      $10,703
                                                                          --------      --------      ---------
                                                                          --------      --------      ---------
     Net income (loss) per share (basic).............................      $0.53        ($0.01)         $0.54
     Average common shares outstanding...............................       19,676        19,676        19,676
 
     Net income (loss) per share (diluted)...........................      $0.53        ($0.01)         $0.54
     Average common shares and common share equivalents
       outstanding...................................................       19,676        19,676        19,676
</TABLE>
 
                                       16


<PAGE>
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
     The Company owns 66 steamers (51 of which are directly involved in the
harvesting operations) and owns 33 and leases 11 aircraft (of which 41 are
directly involved in the harvesting operations) that are used to harvest
menhaden in ocean waters along the U.S. mid-Atlantic and Gulf coasts. The fish
catch is processed into regular grade fish meal, specialty fish meals, fish oils
and fish solubles at the Company's five plants (one of which was recently
acquired) located in Virginia, Mississippi and Louisiana.
 
     The following table summarizes the Company's harvesting and production for
the indicated periods:
 
<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                  YEAR ENDED SEPTEMBER 30,            DECEMBER 31,
                                               -------------------------------     -------------------
                                                1995        1996        1997        1996        1997
                                               -------     -------     -------     -------    --------
<S>                                            <C>         <C>         <C>         <C>        <C>
Fish catch (tons)(1).......................    512,517     458,917     507,358      70,082     107,535
Production (tons):
     Fish meal
          Regular grade....................     82,097      56,569      63,835       9,056       8,192
          Special Select...................     38,920      46,325      46,409       3,583      13,106
          Sea-Lac..........................      8,346      10,631      14,741       4,108       4,908
     Oil
          Crude............................     64,870      60,257      61,905       6,407      10,492
          Refined..........................      8,745       8,834       9,657       2,630       2,115
     Solubles..............................     21,108      17,139      16,531       3,221       4,474
                                               -------     -------     -------     -------    --------
               Total production............    224,086     199,755     213,078      29,005      43,287
                                               -------     -------     -------     -------    --------
                                               -------     -------     -------     -------    --------
</TABLE>
 
- ------------
 
(1) Fish catch has been converted to tons using the NMFS fish catch conversion
    ratio.
 
     The Company's harvesting season generally extends from May through December
in the mid-Atlantic coast and from April through October in the Gulf coast.
During the off season, the Company fills purchase orders from the inventory it
has accumulated during the fishing season. Prices for the Company's products
tend to be lower during the fishing season when product is more abundant than in
the off season. Throughout the entire year, prices are significantly influenced
by supply and demand in world markets for competing products, particularly
soybean meal for its fish meal products and vegetable oils and fats for its fish
oil products when used as an alternative to vegetable oils and fats. In an
effort to reduce price volatility and to generate higher, more consistent profit
margins, the Company has concentrated on the production and marketing of
specialty meal products, which generally have higher margins than the Company's
regular grade meal.
 
     During Fiscal 1997, the Company sold approximately 35.0% of its regular
grade fish meal on a forward basis at fixed prices and the balance of its fish
meal and other products substantially in the spot markets. The Company
recognizes revenues when title to its products is transferred to the customer.
The Company's annual revenues are highly dependent on both annual fish catch and
inventories carried over from the previous Fiscal year. The Company determines
the level of inventory to be carried over based on prevailing market prices for
the products and anticipated customer usage and demand during the off season.
Thus, production volume does not necessarily correlate with sales volume in the
same Fiscal year.
 
                                       17
 

<PAGE>
<PAGE>

     The following table sets forth the Company's revenues by product, and the
approximate percentage of total revenues represented thereby, for the indicated
periods:
 
<TABLE>
<CAPTION>
                                        YEAR ENDED SEPTEMBER 30,                             THREE MONTHS ENDED DECEMBER 31,
               ---------------------------------------------------------------------------  ----------------------------------
                                                                    1997
                     1995              1996        ---------------------------------------        1996              1997
               ----------------  ----------------                     PRO FORMA  PRO FORMA  ----------------  ----------------
               REVENUES PERCENT  REVENUES PERCENT  REVENUES PERCENT  REVENUES(1)  PERCENT   REVENUES PERCENT  REVENUES PERCENT
               -------- -------  -------- -------  -------- -------  ----------- ---------  -------- -------  -------- -------
 <S>           <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>        <C>      <C>      <C>      <C>
 Regular
   Grade......   $35.7    37.6%    $23.6    25.2%    $23.7    20.2%      $23.7      27.7%     $ 3.7    14.5%    $ 4.9    16.6%
 Special
   Select.....    15.0    15.8      19.3    20.6      25.8    21.9        25.8      30.1        6.0    23.4       8.3    28.2
 Sea-Lac......     2.9     3.1       4.0     4.3       7.1     6.0         7.1       8.3        1.6     6.3       1.8     6.1
 Crude Oil....    25.6    26.9      20.4    21.8      18.6    15.8        18.6      21.7        5.0    19.5      12.0    40.7
 Refined
   Oil........     3.8     4.0       4.5     4.8       5.2     4.4         5.2       6.1        1.3     5.1       1.1     3.7
 Fish
   Solubles...     2.6     2.7       3.2     3.4       3.6     3.1         3.6       4.2        0.8     3.1       0.8     2.7
 Venture
   Milling....     8.1     8.5      17.5    18.7      32.0    27.2      --         --           7.0    27.3     --       --
 Nets and
   Other......     1.3     1.4       1.1     1.2       1.6     1.4         1.6       1.9        0.2     0.8       0.6     2.0
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
     Total....   $95.0   100.0%    $93.6   100.0%   $117.6   100.0%      $85.6     100.0%     $25.6   100.0%    $29.5   100.0%
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
</TABLE>
 
- ------------
 
(1) The pro forma figures give effect to the Venture Milling Disposition as if
    such sale had occurred on October 1, 1996.
 
     Approximately 40% of the Company's cost of sales vary in direct proportion
to fish catch. For example, steamer crews and spotter pilots are paid according
to the size of the fish catch; fuel required for fish processing also varies
with the size of the catch. On a pro forma basis, the Company had variable costs
of $24.8 million in Fiscal 1997. In the three month period ended December 31,
1997 ('First Quarter Fiscal 1998'), the Company had $7.7 million of variable
costs. Approximately 60% of the Company's cost of sales are fixed and remain
relatively constant regardless of production or harvest volume. Fixed costs
include depreciation and amortization, rent, insurance and taxes. On a pro forma
basis, the Company had fixed costs of approximately $37.2 million in Fiscal
1997. In First Quarter Fiscal 1998, the Company had $11.6 million of fixed
costs.
 
     The Company allocates production costs on the basis of total fish catch and
total costs associated with each fishing season. The fish meal and oil inventory
is calculated on a standard cost basis each month and adjusted to an actual cost
basis quarterly. The cost incurred during the off-season period from January
through April for regular maintenance of fishing vessels and plants are deferred
to the next fishing season (May through December) and allocated to production as
the fish catch is processed. The off-season deferred cost was approximately $2.2
million, $2.5 million and $2.4 million at September 30, 1995, 1996 and 1997,
respectively, and $3.4 million at December 31, 1997.
 
     The Company depreciates its fixed assets on a straight-line basis over the
useful life of the respective asset. The Company's depreciation expense was $2.6
million, $3.2 million and $3.7 million for Fiscal 1995, 1996 and 1997,
respectively, and $1.4 million for First Quarter Fiscal 1998. The Company
expects depreciation expense to increase to approximately $6.0 million in Fiscal
1998 due to the assets acquired in the Recent Acquisitions, the substantial
completion of its Moss Point, Mississippi dry dock and vessel construction
facility and the completion during Fiscal 1997 and 1998 of certain capital
improvement projects.
 
     The Company's selling, general and administrative expenses primarily
consist of employee wages and benefits paid to sales personnel and
administrative employees, rent, utilities and fees paid to outside service
providers such as lawyers, accountants and research and development consultants.
 
     The Company's effective tax rate varies from year-to-year due to
variability in state income taxes payable and offsetting deductions.
 
                                       18
 

<PAGE>
<PAGE>

RESULTS OF OPERATIONS
 
     The following table sets forth as a percentage of revenues, certain items
of the Company's operations for each of the indicated periods:
 
<TABLE>
<CAPTION>
                                                                                                   THREE MONTHS
                                                          YEAR ENDED SEPTEMBER 30,                    ENDED
                                                 ------------------------------------------        DECEMBER 31,
                                                                                  PRO FORMA      ----------------
                                                 1995       1996       1997        1997(1)       1996       1997
                                                 -----      -----      -----      ---------      -----      -----
<S>                                              <C>        <C>        <C>        <C>            <C>        <C>
Revenues......................................   100.0%     100.0%     100.0%       100.0%       100.0%     100.0%
Cost of sales.................................    89.6       83.8       79.7         72.4         81.2       65.3
                                                 -----      -----      -----      ---------      -----      -----
  Gross profit................................    10.4       16.2       20.3         27.6         18.8       34.7
Selling, general and administrative...........     4.1        5.0        4.8          6.6          4.0        3.9
                                                 -----      -----      -----      ---------      -----      -----
Operating income..............................     6.3       11.2       15.5         21.0         14.8       30.8
Interest expense..............................    (1.2)      (1.1)      (0.5)        (0.6)        (0.8)      (1.3)
Other (expense) income........................     0.1       (0.1)      (1.1)        (0.9)        --         --
                                                 -----      -----      -----      ---------      -----      -----
Income before income taxes....................     5.2       10.0       13.9         19.5         14.0       29.5
(Provision) for income taxes..................    (1.8)      (3.7)      (5.0)        (7.0)        (5.3)     (11.4)
                                                 -----      -----      -----      ---------      -----      -----
Net income....................................     3.4        6.3        8.9         12.5          8.7       18.1
                                                 -----      -----      -----      ---------      -----      -----
                                                 -----      -----      -----      ---------      -----      -----
</TABLE>
 
- ------------
 
(1) Gives effect to the Venture Milling Disposition as of October 1, 1996.
 
FIRST QUARTER FISCAL 1998 COMPARED TO FIRST QUARTER FISCAL 1997
 
     Revenues. Revenues increased $3.9 million or 15.1% in First Quarter Fiscal
1998 from $25.6 million in the three months ended December 31, 1996 ('First
Quarter Fiscal 1997') to $29.5 million. This growth resulted primarily from a
23.9% increase in the tons of specialty grade fish meal and a 62.1% increase in
the tons of oil sold compared to First Quarter Fiscal 1997 coupled with an
overall increase in the average selling price of all of the Company's products.
Sales of oil increased due to the Company's decision to defer sale of fish oil
produced in Fiscal 1997 to First Quarter Fiscal 1998 in anticipation of higher
prices. Adjusted for the Venture Milling Disposition, revenues for First Quarter
Fiscal 1997 would have been $18.6 million.
 
     Gross profit. Gross profit increased $5.4 million, or 112.4% from $4.8
million in First Quarter Fiscal 1997 to $10.2 million in First Quarter Fiscal
1998. As a percentage of revenues, the Company's gross profit increased from
18.8% in First Quarter Fiscal 1997 to 34.7% in First Quarter Fiscal 1998. The
improvement in gross margin was the result of increasing sales of the Company's
higher margin specialty brand products, an overall increase in sales prices for
all of the Company's products and the elimination of lower gross margin sales
resulting from the Venture Milling Disposition.
 
     Selling, general and administrative expenses. Selling, general and
administrative expenses increased 12.6% from $1.0 million in First Quarter
Fiscal 1997 to $1.2 million in First Quarter Fiscal 1998 due to increased
personnel costs. As a percentage of revenues, selling, general and
administrative expenses were approximately 4% in both periods.
 
     Operating income. As a result of the factors discussed above, the Company's
operating income for First Quarter Fiscal 1998 increased to $9.1 million from
$3.8 million for the corresponding quarter in the prior Fiscal year. As a
percentage of revenues, operating income increased from 14.8% in First Quarter
Fiscal 1997 to 30.8% in First Quarter Fiscal 1998.
 
     Interest expense. Interest expense increased from $202,000 in First Quarter
Fiscal 1997 to $379,000 in First Quarter Fiscal 1998. This increase resulted
primarily from the increase in interest expense relating to the acquisition loan
made to the Company by Zapata.
 
     Other (expense) income. Other (expense) income remained relatively constant
for both First Quarter Fiscal 1997 and First Quarter Fiscal 1998.
 
     Income taxes. The Company recorded a $3.4 million provision for income tax
for First Quarter Fiscal 1998 for a 38.8% effective tax rate in comparison to a
$1.4 million provision, representing a
 
                                       19
 

<PAGE>
<PAGE>

38.0% effective tax rate for the prior year period. The effective tax rates
approximate the applicable combined state and federal statutory tax rates for
the respective periods.
 
FISCAL 1997 COMPARED TO FISCAL 1996
 
     Revenues. Fiscal 1997 revenues increased $24.0 million, or 25.6% from $93.6
million in Fiscal 1996 to $117.6 million in Fiscal 1997. Of this increase, $14.5
million was attributable to increased sales by Venture Milling. The balance of
the increase was attributable to a 26.5% increase in the tons of specialty grade
fish meal sold and an overall increase in the average selling price of the
Company's products. These increases were offset by a 12.0% decline in the tons
of fish oil shipped in Fiscal 1997 compared to Fiscal 1996 due to the Company's
decision to defer fish oil sales produced in Fiscal 1997 to the following Fiscal
year in anticipation of higher prices, coupled with the Company's lower level of
oil inventory carried over from the previous Fiscal year. Excluding Venture
Milling revenues, the Company had revenues of $76.1 million in Fiscal 1996 and
$85.6 million in Fiscal 1997.
 
     Gross profit. Gross profit increased $8.6 million, or 56.8%, from $15.2
million in Fiscal 1996 to $23.8 million in Fiscal 1997. As a percentage of
revenues, the Company's gross profit increased from 16.2% in Fiscal 1996 to
20.3% in Fiscal 1997. This increased percentage was primarily the result of
increasing sales of the Company's higher margin specialty brand products. On a
pro forma basis, the Company had gross profit and a gross profit margin of $23.6
million and 27.6%, respectively, in Fiscal 1997.
 
     Selling, general and administrative expenses. Selling, general and
administrative expenses increased $923,000, or 19.7% from $4.7 million in Fiscal
1996 to $5.6 million in Fiscal 1997. As a percentage of revenues, selling,
general and administrative expenses were approximately 5.0% in each of Fiscal
1996 and Fiscal 1997. The dollar increase was primarily due to a one-time
contract payment to the Company's former Chief Executive Officer who retired
during Fiscal 1997 and to severance expenses incurred in connection with the
reduction of the Company's administrative staff during Fiscal 1997. On a pro
forma basis, selling, general and administrative expenses were 6.6% of revenues
in Fiscal 1997.
 
     Operating income. As a result of the factors discussed above, the Company's
operating income increased to $18.2 million in Fiscal 1997 from $10.5 million in
Fiscal 1996. As a percentage of revenues, operating income increased from 11.2%
in Fiscal 1996 to 15.5% in Fiscal 1997. On a pro forma basis, operating income
was $18.0 million or 21.0% as a percentage of revenues.
 
     Interest expense. Interest expense declined $403,000 or 40.5% from $995,000
in Fiscal 1996 to $592,000 in Fiscal 1997. This decline resulted from the
Company's reduction in its average outstanding borrowings during Fiscal 1997
compared to the 1996 Fiscal year.
 
     Other (expense) income. Other (expense) income increased to ($1.3 million)
in Fiscal 1997 from ($118,000) in Fiscal 1996. Other expense increased primarily
due to losses in joint ventures and the sale of Venture Milling's assets.
 
     Income taxes. The Company recorded a $5.9 million provision for income tax
for Fiscal 1997 for a 36.0% effective tax rate in comparison to a $3.5 million
provision, representing a 36.8% effective tax rate for Fiscal 1996. The
effective tax rates approximate the applicable combined state and federal
statutory tax rates for the respective periods.
 
FISCAL 1996 COMPARED TO FISCAL 1995
 
     Revenues. Fiscal 1996 revenues decreased $1.4 million, or 1.5% from $95.0
million in Fiscal 1995 to $93.6 million in Fiscal 1996. Revenues excluding
Venture Milling decreased $10.8 million in Fiscal 1996. This decrease occurred
as a result of a 43.3% decrease in the tons of regular grade fish meal sold and
a 34.4% decrease in the tons of crude oil sold due primarily to a lower fish
catch. The decline in the tons sold was offset in part by an increase in the
average selling price across all of the Company's product lines.
 
     Gross profit. Gross profit increased $5.4 million, or 54.5%, from $9.8
million in Fiscal 1995 to $15.2 million in Fiscal 1996. As a percentage of
revenues, gross profit increased from 10.4% in Fiscal 1995 to 16.2% in Fiscal
1996. This increased percentage was primarily the result of increasing sales of
the Company's higher margin specialty brand products coupled with a decrease in
vessel crew and spotter pilot compensation resulting from the lower fish catch
in Fiscal 1996 compared to the previous Fiscal year.
 
                                       20
 

<PAGE>
<PAGE>

     Selling, general and administrative expenses. Selling, general and
administrative expenses increased $757,000, or 19.2%, from $3.9 million in
Fiscal 1996 to $4.7 million in Fiscal 1997. As a percentage of revenues,
selling, general and administrative expenses increased from 4.1% in Fiscal 1995
to 5.0% in Fiscal 1996. These increases were primarily due to several business
development projects initiated and completed during Fiscal 1996 (including
pursuit of domestic and international acquisitions, initial research relating to
improved fishing vessel designs and the analysis of plant enhancement projects)
and the relocation of the Company's Louisiana administrative offices.
 
     Operating income. As a result of the factors discussed above, the Company's
operating income increased to $10.5 million in Fiscal 1996 from $5.9 million in
Fiscal 1995. As a percentage of revenues, operating income increased to 11.2% in
Fiscal 1996 from 6.3% in Fiscal 1995.
 
     Other (expense) income. Other expense was $118,000 in Fiscal 1996 in
comparison to other income of $116,000 in the prior Fiscal year. This expense
was due primarily to losses on retirement of assets.
 
     Interest expense. Interest expense declined slightly from $1.1 million in
Fiscal 1995 to $1.0 million in Fiscal 1996. This decline resulted from the
Company's reduction in its average outstanding borrowings during Fiscal 1996
from the previous Fiscal year.
 
     Income taxes. The Company recorded a $3.5 million provision for income tax
for Fiscal 1996 for an effective tax rate of 36.8% in comparison to a $1.7
million provision, representing a 34.0% effective tax rate for Fiscal 1995. The
effective tax rates approximate the applicable combined state and federal
statutory tax rates for the respective periods.
 
SEASONAL AND QUARTERLY RESULTS
 
     The Company's menhaden harvesting and processing business is seasonal in
nature. The Company generally has higher sales during the menhaden harvesting
season (which includes the third and fourth quarter of each Fiscal year) due to
increased product availability, but prices during the fishing season tend to be
lower than during the off-season. As a result, the Company's quarterly operating
results have fluctuated in the past and may fluctuate in the future. In
addition, from time to time the Company defers sales of inventory based on
worldwide prices for competing products that affect prices for the Company's
products which may affect comparable period comparisons.
 
     The following table presents certain unaudited operating results for each
of the Company's preceding nine quarters. The results of operations for Venture
Milling are included through September 16, 1997, the date of its disposition.
The Company believes that the following information includes all adjustments
(consisting only of normal recurring adjustments) that the Company considers
necessary for a fair presentation, in accordance with generally accepted
accounting principles. The operating results for any interim period are not
necessarily indicative of results for any other period.
 
<TABLE>
<CAPTION>
                                                                    QUARTER ENDED
                         ---------------------------------------------------------------------------------------------------
                         DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                           1995       1996       1996       1996        1996       1997       1997       1997        1997
                         --------   --------   --------   ---------   --------   --------   --------   ---------   ---------
                                                                   (IN THOUSANDS)
<S>                      <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Revenues...............   $23,466    $14,383    $20,920     $34,840    $25,623    $22,964    $31,025     $37,952     $29,503
Gross profit...........     4,026      3,070      4,986       3,112      4,817      4,708      8,192       6,101      10,229
Operating income.......     3,063      1,980      3,771       1,690      3,792      3,503      6,451       4,459       9,075
Net income.............     1,725      1,114      2,200         889      2,225      2,185      3,713       2,302       5,312
</TABLE>
 
     The following table sets forth certain unaudited operations data as a
percentage of revenues for each of the Company's preceding eight quarters:
 
<TABLE>
<CAPTION>
                                                                         QUARTER ENDED
                              ---------------------------------------------------------------------------------------------------
                              DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                1995       1996       1996       1996        1996       1997       1997       1997        1997
                              --------   --------   --------   ---------   --------   --------   --------   ---------   ---------
<S>                           <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Revenues....................    100.0%     100.0%     100.0%     100.0%      100.0%     100.0%     100.0%     100.0%      100.0%
Gross profit................     17.2       21.3       23.8        8.9        18.8       20.5       26.4       16.1        34.7
Operating income............     13.1       13.8       18.0        4.9        14.8       15.3       20.8       11.7        30.8
Net income..................      7.4        7.8       10.5        2.5         8.7        9.5       12.0        6.1        18.0
</TABLE>
 
                                       21
 

<PAGE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's primary sources of liquidity and capital resources have been
cash flows from operations and borrowings from Zapata, bank credit facilities
and term loans from various lenders provided pursuant to the Title XI credit
facilities described below. These sources of cash flows have been offset by cash
used for capital expenditures (including acquisitions) and payment of long-term
debt. During Fiscal 1997, Zapata contributed to the Company as equity $41.9
million of intercompany debt owed to Zapata. As a result, the historical
liquidity and capital resources of the Company may not be indicative of the
Company's future liquidity and capital resources.
 
     Operating activities as reflected in the Consolidated Statement of Cash
Flows provided $16.2 million, $10.1 million, $2.2 million and $5.7 million of
cash in Fiscal 1996, Fiscal 1997, First Quarter Fiscal 1997 and First Quarter
Fiscal 1998, respectively, and used $118,000 of cash in Fiscal 1995. The First
Quarter Fiscal 1998 increase over First Quarter Fiscal 1997 resulted primarily
from the Company's improved operating results during that quarter. The decline
in Fiscal 1997 resulted primarily from an increase in inventory balances. The
Fiscal 1996 increase was primarily attributable to improvement in the operating
results for Fiscal 1996 over Fiscal 1995, increases in amounts due to parent in
Fiscal 1996 compared to decreases in Fiscal 1995 and timing of accounts payable
and accrued liabilities.
 
     The Company used $6.9 million, $4.0 million, $10.9 million, $1.7 million
and $28.7 million, respectively, for investing activities as reflected in the
Consolidated Statement of Cash Flows in Fiscal 1995, 1996 and 1997, the First
Quarter Fiscal 1997 and the First Quarter Fiscal 1998, respectively. The
Company's investing activities consisted mainly of capital expenditures for
equipment purchases and replacements in Fiscal 1995, 1996 and 1997 and First
Quarter Fiscal 1997 and cash paid in connection with the Recent Acquisitions in
First Quarter Fiscal 1998.
 
     First Quarter Fiscal 1998's increase in net cash used in investing
activities as reflected in the Consolidated Statement of Cash Flows resulted
primarily from the American Protein Acquisition and the Gulf Protein
Acquisition, which the Company completed on November 3, 1997 and November 25,
1997, respectively. The Company paid $29.0 million for these acquisitions. The
higher level of expenditures in Fiscal 1997 reflects the complete refurbishment
of two steamers for the Cameron, Louisiana plant, the construction of a
significant portion of the Moss Point, Mississippi dry dock facility and
enhancement of the Reedville, Virginia plant to increase its production capacity
for Special Select. Expenditures in Fiscal 1996 include the refurbishment of a
steamer and the refurbishment of docks, dryers and oil tanks at the Reedville,
Virginia plant. Excluding the Recent Acquisitions, the Company anticipates
making $13.8 million of capital expenditures in Fiscal 1998, a significant
portion of which will be used to refurbish vessels, docks and to acquire certain
equipment, including a new evaporation unit for the Reedville, Virginia plant.
The Company expects to finance such expenditures through internally generated
cash flows and, if necessary, through funds available from the credit facility
and/or Title XI facilities described below.
 
     Under a program offered through NMFS pursuant to Title XI of the Marine Act
of 1936 ('Title XI'), the Company has the ability to secure loans through
lenders with terms generally ranging between 12 and 20 years at interest rates
between 6% and 7% per annum which are enhanced with a government guaranty to the
lender for up to 80% of the financing. The Company's current Title XI borrowings
are secured by liens on 14 steamers and mortgages on the Company's Reedville,
Virginia and Abbeville, Louisiana plants. In 1996, Title XI borrowing was
modified to permit use of proceeds from borrowings obtained through this program
for shoreside construction. The Company is currently authorized to receive up to
$23.2 million in loans under this program. To date, the Company has used $15.0
million of these funds and currently has an application pending for $2.6 million
of additional Title XI borrowings for qualified Title XI projects.
 
     Financing activities as reflected in the Consolidated Statement of Cash
Flows provided the Company with $8.2 million and $3.5 million of cash in Fiscal
1995 and 1997, respectively, and $1.7 million and $27.7 million of cash in First
Quarter Fiscal 1997 and in First Quarter Fiscal 1998, respectively. In Fiscal
1996, the Company used $10.6 million of cash in financing activities. The
increase in net cash provided by financing activities during First Quarter
Fiscal 1998 resulted from the Company's borrowing $28.1 million from Zapata to
fund the combined cash purchase price due for the Recent Acquisitions. These
borrowings bear interest at Zapata's fixed borrowing rate of 8.5% per
 
                                       22
 

<PAGE>
<PAGE>

annum and will be repaid with a portion of the net proceeds from this Offering.
See 'Use of Proceeds.' Fiscal 1997 provided cash as a result of borrowings under
the Title XI financing program and secured equipment financing provided by
Hibernia National Bank. The use of cash in Fiscal 1996 is attributable to the
Company's repayment of $21.1 million on its prior line of credit, offset by
borrowings of $11.1 million under the same line. In Fiscal 1995, cash was
provided by additional borrowings.
 
     On December 30, 1997, SunTrust Bank, South Florida, N.A. issued a
commitment letter to the Company which provides for a new two year secured
revolving credit facility for the Company (the 'Credit Facility'). The
commitment letter states that, under the Credit Facility, the Company may make
borrowings in a principal amount not to exceed $20.0 million at any time.
Borrowings under this facility may be used for working capital and capital
expenditures. Interest will accrue on borrowings that will be outstanding under
the Credit Facility at the Company's election, either (i) the bank's prime rate
less 75 basis points or (ii) LIBOR plus a margin based on the Company's
financial performance. The Credit Facility will be secured by all of the
Company's assets not pledged to secure the Company's other borrowings exclusive
of the Company's rolling stock, vessels and real estate. The Company and its
subsidiaries will be subject to customary secured lending covenants, including
limitations on additional liens, additional indebtedness, sale of assets, annual
dividends above 50% of the Company's net income for the year, affiliate
transactions, certain loans, investments, acquisitions and fundamental corporate
changes. The Company and its subsidiaries will also be required to comply with
certain financial covenants, including maintenance of a minimum tangible net
worth, debt to tangible net worth ratio, funded debt to cash flow ratio and
fixed charges ratio. The Company is negotiating the documentation required for
the Credit Facility and expects to close the Credit Facility shortly following
the consummation of the Offering.
 
     The Company believes that the net proceeds from the Offering, borrowings
under the Credit Facility (or a similar facility) and cash flow from operations
will be sufficient to fund anticipated capital expenditures and working capital
needs through Fiscal 1999.
 
YEAR 2000
 
     The Company has converted most of its computer information systems enabling
proper processing of transactions related to the year 2000 and beyond. The cost
of conversion was immaterial and has been expensed. The Company continues to
evaluate its systems and expects that all of its systems will be compliant prior
to the year 2000.
 
                                       23


<PAGE>
<PAGE>

                                    BUSINESS
 
     Omega Protein Corporation is the largest U.S. producer of protein-rich meal
and oil derived from marine sources. The Company markets a variety of products
derived from menhaden, a fish found in commercial quantities in coastal waters
off the U.S. mid-Atlantic and Gulf coasts. These products include regular grade
and value-added specialty fish meals, crude and refined fish oils and fish
solubles. The Company's fish meal products are used as protein additives by
animal feed manufacturers and by commercial livestock and poultry farmers. Fish
meal derived from menhaden generally possesses a higher protein content and a
superior amino acid profile than other fish meal produced in the U.S. The
Company's fish oil is used in hydrogenated form by European commercial food
processors in margarine and other shortenings. Due to its content of
nutritionally important omega-3 fatty acids, the oil is also used in Europe in
non-hydrogenated form as a nutritional supplement in foods such as bread, soup
and beverages. In its crude form, the Company's fish oil is used in aquaculture
feeds and certain industrial applications. Fish solubles are sold as protein
additives for animal feed and as organic fertilizers.
 
     The Company is the largest U.S. harvester and processor of menhaden. The
menhaden catch is processed in one of the Company's five plants (one of which
was recently acquired) located in Virginia, Mississippi and Louisiana. The
Company's processing operations are vertically integrated and include 66 fishing
vessels and 44 spotter aircraft. In Fiscal 1997, the Company processed
approximately 507,358 tons of menhaden (representing approximately 54% of the
total menhaden harvested in the U.S.) into approximately 124,985 tons of fish
meal, 71,562 tons of fish oil and 16,531 tons of fish solubles. During Fiscal
1997, the Company produced approximately 43% of all fish meal and approximately
58% of all fish oil produced in the U.S.
 
     For Fiscal 1997, the Company reported revenues of $117.6 million and
operating income of $18.2 million. Between Fiscal 1993 and Fiscal 1997,
operating income increased at a compound annual growth rate of 43%. On a pro
forma basis adjusted for the Venture Milling Disposition as of October 1, 1996,
the Company had revenues of $85.6 million and operating income of $18.0 million
in Fiscal 1997. During First Quarter Fiscal 1998, the Company had revenues of
$29.5 million and operating income of $9.1 million. In early Fiscal 1998, the
Company acquired certain operating assets of American Protein and Gulf Protein,
two of the four other remaining menhaden harvesters. The Company anticipates
that these acquisitions will enhance its harvesting and processing capabilities.
 
     In June 1997, the FDA approved the use of refined, non-hydrogenated
menhaden oil for human consumption in the U.S. Menhaden oil is the only
non-hydrogenated fish oil approved by the FDA for human consumption. Menhaden
oil contains omega-3 fatty acids, which studies have linked to the prevention
and treatment of certain diseases, including hypertension, cardiovascular
disease, cancer and arthritis. The Company believes that this recent development
presents significant domestic market opportunities for its menhaden oil.
 
INDUSTRY OVERVIEW
 
PROTEIN FEED ADDITIVES
 
     Animal feed generally represents 50% to 70% of the total cost to raise an
animal from birth to production. To manage this cost, commercial livestock
farmers are demanding more efficient feeds which: (i) increase overall animal
weight gain; (ii) reduce the feed to weight gain ratio; (iii) increase the price
to performance relationship of certain feeds; (iv) increase animal birth
frequency and reduce time to market; and (v) improve animal health generally.
Major producers of animal feed, such as the Animal Nutrition Division of
Cargill, Inc. and Purina Mills, Inc., are increasingly relying upon protein feed
additives to meet farmers' demanding requirements. The Company believes, based
on an industry trade publication, that worldwide demand for protein additives
has increased from 158 million tons in 1992 to 190 million tons in 1997, with
the strongest growth in demand for protein additives coming from developing
countries such as China and Brazil due to improving economic conditions in these
countries which have led to increased demand for meat and, hence, animal feed
and protein additives. Soybean meal has traditionally been the primary protein
additive for animal feed and accounted for approximately 56% of total worldwide
protein meal production in 1997. The balance of worldwide protein meal
production was derived from rapeseed, sunseed, cottonseed, fish and animal
by-products.
 
                                       24
 

<PAGE>
<PAGE>

     Traditionally, the basis for competition among protein suppliers has been
price per ton. The Company believes that certain of its protein products derived
from menhaden are more desirable than alternative protein additives because fish
proteins are generally more easily digested and contain a superior amino acid
profile than competing protein additives, which enhance feed performance. For
example, the protein content of the Company's regular grade fish meal is
consistently in the range of 62% to 64% of total product weight compared to
soybean meal which generally has a 48% protein content. Building on this
advantage, the Company has been able to price its specialty feeds, Special
Select and Sea-Lac, at a premium to most competing products. The Company's fish
protein additives are used by, among others: (i) dairy feed producers seeking to
promote increased milk production; (ii) turkey and aquaculture feed producers
seeking to reduce the feed to weight gain ratios; (iii) swine feed producers
seeking quicker weight gain and reduced time to market; and (iv) pet food
manufacturers seeking consistent palatability.
 
     The Company believes, based on an industry trade publication, that total
worldwide production of fish meal has increased from 6.8 million tons in 1993 to
7.1 million tons for the twelve months ended September 30, 1997, representing a
compound annual growth rate of 0.8% during this period. The largest producers of
fish meal are companies located in Chile and Peru, with total production of 1.3
million tons and 2.3 million tons in these countries, respectively. Leading
consumers of fish meal are China and Japan. For the twelve months ended
September 30, 1997, U.S. production of fish meal totaled 288,135 tons, 72% of
which was produced from menhaden with the remainder generally produced mostly
from fish remnants generated from the processing of other fish species which
generally contain lower levels of protein and amino acids and higher levels of
ash. Of the 207,863 tons of protein meal produced from menhaden for the 12
months ended September 30, 1997, the Company produced 124,985 tons or 60%.
 
EDIBLE AND INDUSTRIAL OILS
 
     The Company derives oil from menhaden processing. Oils are classified for
either edible or industrial use with edible oil being the largest portion of
this market. Edible applications include use in hydrogenated form (hydrogenating
involves creating a solid product from a liquid through the addition of
hydrogen) for margarine and other shortenings, and use in non-hydrogenated form
as a nutritional supplement in processed foods, such as breads, soups and
beverages. Industrial oil applications include use in leather tanning,
lubricants, chemicals, paints and animal feeds. In the animal feed segment, the
major application is for aquaculture feeds. The Company believes, based on data
available from an United Nations' organization, that worldwide fish oil usage
for aquaculture in 1995 was 450,000 tons and that by the year 2000, aquaculture
usage will grow to approximately 550,000 tons.
 
     In June 1997, the FDA approved the use of refined (non-hydrogenated)
menhaden oil for human consumption in the U.S. Refined (non-hydrogenated)
menhaden oil is the only non-hydrogenated fish oil approved by the FDA for human
consumption. Menhaden oil contains omega-3 fatty acids which have been linked by
researchers to the prevention of hypertension, cardiovascular diseases, cancer
and arthritis. The Company has begun to market refined (non-hydrogenated)
menhaden oil as a supplement to various processed and packaged foods which will
support the marketing of these food products as healthier alternatives. The use
of omega-3 rich oil in products for human consumption is already established in
Europe and Asia. The Company believes U.S. markets will be highly receptive to
menhaden oil supplements in processed foods due to (i) increased interest in
healthier lifestyles, (ii) the publication of research findings supporting the
positive health effects of omega-3 fatty acids consumption, and (iii) aging of
the population and the tendency of consumers to purchase more healthy foods as
they age.
 
SOLUBLES
 
     Fish solubles are a by-product of the fish meal production process and are
a liquid protein product used as an additive in animal feeds and as an organic
fertilizer. The Company has traditionally used fish solubles as an additive to
fish meal in order to increase overall protein content. The Company has also
been successful in a recent initiative to market solubles as a natural means of
soil enhancement. The Company believes that increasing consumer demand for
organically raised products may support a
 
                                       25
 

<PAGE>
<PAGE>

growing market for its solubles as a natural replacement for chemical
fertilizers. For example, the Company believes, based on trade publications,
that retail organic food sales have doubled in the U.S. between 1992 and 1996.
 
BUSINESS STRATEGY
 
     The Company's strategy is to continue to enhance its position as the
leading domestic supplier of value-added marine protein and oil products, to
become the leading domestic supplier of omega-3 rich oil for human consumption
and to broaden its product offerings and geographical markets. The principal
elements of this strategy include:
 
     Development of Value-Added Products. The Company intends to focus on
further developing higher margin, high performance marine protein and oil
products which have a sustainable and differentiated competitive advantage. The
Company believes that the development of specialty products will enable it to
command premium prices, higher margins and further strengthen brand recognition.
To date the Company has successfully developed two value-added fish meal
products, Special Select and Sea-Lac, which have generated unit volume growth at
a compound annual growth rate of 16.9% since 1993. In comparison, the Company
believes, based on data provided by an industry trade publication, that
worldwide fish meal production grew at a compound annual growth rate of
approximately 0.8% during the same time period. The Company is also leveraging
its product development expertise to enter new markets, including refined
(non-hydrogenated) fish oils for human consumption and organic fertilizers.
 
     Exploit Domestic Market for Omega-3 Fatty Acids. Menhaden oil contains
omega-3 fatty acids, which studies have linked to the prevention of diseases
such as hypertension, cardiovascular disease, cancer and arthritis. In June
1997, the FDA approved the use of refined (non-hydrogenated) menhaden oil for
human consumption in the United States. Currently, there are no other
non-hydrogenated fish oils approved by the FDA for human consumption. The
Company plans to market refined (non-hydrogenated) menhaden oil as a supplement
to various processed and packaged foods which will support the marketing of
these foods products as healthier alternatives. As a result of its experience in
serving international edible fish oil markets and its position as the only
domestic producer of refined (non-hydrogenated) menhaden oil, the Company
believes that it is well positioned to become the leader in this developing
market.
 
     Maintain Leading Domestic Market Position. The Company is currently the
largest menhaden processor in the U.S., operating 51 steamers, with the next two
largest menhaden competitors operating a combined total of 12 steamers. During
Fiscal 1997, the Company processed approximately 54% of all menhaden processed
in U.S. markets. After integrating the assets acquired in the Recent
Acquisitions which occurred in early Fiscal 1998, the Company anticipates that
it will harvest approximately 80% of all menhaden harvested in U.S. markets in
Fiscal 1998. The Company's leading position enables it to secure a steady supply
of menhaden fish (subject to natural conditions) as well as serve its large
national customers as a reliable first source for marine protein and oil
products.
 
     Continue Strategic Acquisitions. The Recent Acquisitions have increased the
size of the Company's processing capabilities and are expected to increase its
harvesting capabilities. The Company believes that it can further improve its
competitive position by making acquisitions in South America or the U.S. West
Coast, which would provide it with year-round harvesting capabilities and a
production location from which to significantly increase the Company's presence
in the Asian market. The Company also intends to pursue complimentary product
acquisitions, such as producers of other valued added animal proteins, which
will allow it to enter new niche markets.
 
PRODUCT LINES
 
     The Company produces meal, oil and solubles from the menhaden which it
harvests. In Fiscal 1997, the Company harvested approximately 507,358 tons of
menhaden which were processed into approximately 63,835 tons of regular grade
fish meal, 46,409 tons of Special Select, 14,741 tons of Sea-Lac, 61,905 tons of
crude fish oil, 9,657 tons of refined fish oil and 16,531 tons of fish solubles.
 
                                       26
 

<PAGE>
<PAGE>

FISH MEAL
 
     The Company produces three grades of fish meal: regular grade meal and two
specialty meals that are sold under Company-owned brand names, Special Select
and Sea-Lac. Fish meal is sold primarily as a high-protein ingredient and
supplement in commercial livestock, dairy, poultry, aquaculture and pet feeds to
enhance feed performance. The Company's fish meal products are marketed with
strict quality and protein content standards, requiring careful monitoring of
the freshness of the fish and processing conditions.
 
     The Company processes its highest quality fish, as measured by freshness,
into Special Select and Sea-Lac. These products are marketed to specific niches
of the animal feed market. Special Select is an easily digestible protein which
facilitates greater protein absorption to meet the nutritional needs of young
animals. Special Select was originally introduced for use in piglet feed to
promote rapid weaning, thereby permitting sows to reproduce faster. This, in
turn, reduces the average number of days to market for piglets. After
successfully marketing this product to the pig market, the Company began selling
Special Select to new markets, including manufacturers of turkey and aquaculture
feed. Sea-Lac is used in the dairy industry as a by-pass protein product which
increases a cow's level of milk production. A by-pass protein delivers protein
more effectively into the cow's digestive system by escaping bacterial
degradation in the rumen.
 
     Fish meal prices are related to the prices for soybean meal, the most
commonly available protein additive. Fish meal generally has a higher level of
protein than soybean meal and, therefore, is typically priced at a premium to
soybean meal on a per ton basis. Fish meal prices are also influenced by the
level of fish caught each season and fluctuate within the fishing season. The
storage life of fish meal is approximately one year, and fish meal prices are at
their lowest during the peak fishing season when other fish meal processors sell
the majority of their production due to lack of storage facilities. Since the
Company operates storage facilities, it can stockpile inventory for sale during
the offseason giving it the ability to meet the year-round demand for fish meal
and achieve higher average selling prices for its products when competing
supplies are limited.
 
     During the last three years, the worldwide demand for protein has increased
at a rate faster than the supply of protein, resulting in increased prices. In
addition, during the last three years, the Company's specialty brand products
have gained greater acceptance in niche markets due to their special performance
characteristics.
 
     On a pro forma basis, the Company's fish meal sales constituted 66.1% of
the Company's Fiscal 1997 revenues. The following table summarizes the Company's
fish meal sales in tons and the weighted average selling price per ton for the
indicated periods:
 
<TABLE>
<CAPTION>
                                       YEAR ENDED SEPTEMBER 30,               THREE MONTHS ENDED DECEMBER 31,
                           ------------------------------------------------   -------------------------------
                                                          AVERAGE SELLING       SALES    AVERAGE SALES PRICE
                                  SALES IN TONS            PRICE PER TON       IN TONS         PER TON
                           ---------------------------   ------------------    -------   -------------------
PRODUCT TYPE                1995      1996      1997     1995   1996   1997     1997            1997
- -------------------------  -------   -------   -------   ----   ----   ----    -------   -------------------
<S>                        <C>       <C>       <C>       <C>    <C>    <C>     <C>       <C>
Regular Grade............  108,435    61,494    51,995   $329   $383   $457     10,429          $470
Special Select...........   37,084    38,964    47,217    405    495    547     14,053           589
Sea-Lac..................    7,790     9,379    13,917    370    431    509      3,501           528
                           -------   -------   -------                         -------
     Total...............  153,309   109,837   113,129                          27,983
                           -------   -------   -------                         -------
                           -------   -------   -------                         -------
</TABLE>
 
OIL
 
     The Company produces fish oil from menhaden in both a crude and refined
form for the European, Japanese and Mexican food industries, the animal feed
industry, the aquaculture industry and certain niche industrial applications.
Depending on its use, fish oil may be sold in its crude form, partially
processed for use in leather tanning, lubricants, chemicals, paints or other
industrial products or further processed by refining for use in margarine and
other shortenings in hydrogenated form and for use in health foods and health
source supplements in non-hydrogenated form. When used in margarine and other
shortenings, prices for fish oil are generally influenced by prices for
alternative vegetable fats and oils, such as soybean and palm oils.
 
                                       27
 

<PAGE>
<PAGE>

     Refined (non-hydrogenated) menhaden oil contains omega-3 fatty acids which
have been linked by research studies to the prevention of certain diseases. In
June, 1997, the FDA approved the use of refined (non-hydrogenated) menhaden oil
for human consumption in the United States. Currently, there are no other
non-hydrogenated fish oils approved by the FDA for human consumption. The
Company plans to market refined (non-hydrogenated) menhaden oil as a supplement
to various processed and packaged foods which will support the marketing of
these food products as healthier alternatives.
 
     On a pro forma basis, the Company's fish oil sales constituted 27.8% of the
Company's Fiscal 1997 revenues. The following table summarizes the Company's oil
sales in tons and the weighted average selling price per ton for the indicated
periods:
 
<TABLE>
<CAPTION>
                                    YEAR ENDED SEPTEMBER 30,                THREE MONTHS ENDED DECEMBER 31,
                       --------------------------------------------------   -------------------------------
                                                       AVERAGE SELLING       SALES     AVERAGE SALES PRICE
                             SALES IN TONS              PRICE PER TON       IN TONS          PER TON
                       --------------------------    --------------------   -------    -------------------
PRODUCT TYPE            1995      1996      1997     1995    1996    1997     1997            1997
- --------------------   ------    ------    ------    ----    ----    ----    ------    -------------------
<S>                    <C>       <C>       <C>       <C>     <C>     <C>     <C>       <C>
Crude Oil...........   79,644    52,257    44,007    $321    $390    $424    22,329           $539
Refined Oil.........    8,447     8,814     9,747     448     510     529     1,923            552
                       ------    ------    ------                            ------
     Total..........   88,091    61,071    53,754                            24,252
                       ------    ------    ------                            ------
                       ------    ------    ------                            ------
</TABLE>
 
FISH SOLUBLES
 
     Fish solubles are a liquid protein product used as an additive in fish meal
and also marketed as an independent product to animal feed formulators and the
fertilizer industry. Solubles are sold to the pet food, livestock feed and
aquaculture industries. The Company has experienced recent success introducing a
value-added fish soluble product as an organic fertilizer for golf courses and
as a natural alternative to chemical fertilizer inputs for various row crop and
horticulture products. Fish solubles have begun to gain acceptance in these
markets because, unlike other organic products, they are suitable for spray
applications.
 
     In Fiscal 1997, the Company produced approximately 54,572 tons of fish
solubles, of which 38,041 tons were used as additives to the Company's products
and 16,531 tons were sold to third parties. On a pro forma basis, fish solubles
sales represented 4.2% of the Company's Fiscal 1997 revenues.
 
NETS
 
     The Company manufactures the nets used in its menhaden harvesting
operations. In Fiscal 1997, the Company used approximately 60.0% of the finished
nets for its own operations and generated $1.1 million of revenues from sales of
nets to third parties.
 
SALES, MARKETING AND DISTRIBUTION
 
     The Company markets its products through a staff of nine sales personnel
located at its Hammond, Louisiana administrative offices. The Company sells its
products to manufacturers and processors who incorporate them into their
finished goods. The Company sells to more than 300 customers, including Ralston
Purina Company, Purina Mills, Inc., Friskies PetCare Company, the Animal
Nutrition Division of Cargill, Inc. and Unilever Raw Materials B.V.
 
     Approximately 35% of the Company's fish meal sales in Fiscal 1997 were made
to customers in Mississippi, North Carolina, Georgia, Iowa, Texas and Arkansas.
Total sales to the Company's top ten customers represented approximately 23.8%
of the Company's Fiscal 1997 revenues; no single customer accounted for more
than 5.4% of the Company's Fiscal 1997 revenues.
 
     In Fiscal 1997, approximately 35% of the Company's regular grade fish meal
was sold on a two to six month forward contract basis. The balance of regular
grade fish meal and other products was substantially sold on a spot basis
through purchase orders.
 
                                       28
 

<PAGE>
<PAGE>

     The Company believes that its success in marketing its products is
attributable to four key factors:
 
          Quality. Many of the Company's products are used to ensure and enhance
     the performance of its customers' end products and, therefore, consistency
     and high quality are essential. The Company assures the consistent high
     quality of its products through rigorous testing at its five quality
     control laboratories where staff personnel constantly sample and analyze
     the Company's products for protein levels, digestibility, fatty acid
     content, moisture and impurities.
 
          Year-Round Availability. While the menhaden fishing season usually
     extends from April to December, the Company endeavors to meet the demands
     of its customers by making prompt and reliable delivery of the Company's
     products on a year-round basis which also allows the Company to benefit
     from higher off-season prices for its products. This is accomplished
     through the use of storage facilities located at the Company's processing
     plants, three strategically located leased regional warehouses in
     Guntersville, Alabama, St. Louis, Missouri and East Dubuque, Illinois and a
     leased liquid oil tank depot in Avondale, Louisiana (near New Orleans).
     Since the Company's customers are principally manufacturers and processors,
     its products are distributed mainly in bulk from the Company's processing
     plants or storage facilities directly to the customers' facilities. The
     Company uses various common carriers to transport its products to the
     desired locations, including railway, truck, barge and vessel carriers. The
     Company contracts on an annual basis with liquid and dry meal barge
     carriers and ocean going vessel carriers. The Company believes that it is
     the only marine protein and oil producer that provides products in the U.S.
     throughout the year.
 
          Technical Sales Force. Because of the specialized nature of many of
     the niche markets the Company serves, its sales force must have technical
     knowledge of the Company's products and the applications for which they are
     used. The Company employs sales personnel with significant industry and
     technical expertise.
 
          Customer Driven Research and Development. The Company makes grants to
     several university agricultural research departments to perform research
     projects identified by the Company. The Company's research activities are
     often developed jointly with customers enabling the Company to gain a
     better understanding of customer's formulating needs and process
     technology. The Company believes that university research enhances sales of
     its products and results in stronger customer relationships. The Company
     maintains a central laboratory in Hammond, Louisiana, to coordinate these
     research activities.
 
INTERNATIONAL SALES
 
     The Company's products are sold both in the U.S. and internationally.
International sales consist mainly of fish oil sales to Canada, Japan, Mexico
and The Netherlands. Sales outside the U.S. constituted 25.1% of the Company's
pro forma revenues after giving effect to the Venture Milling Disposition, and
30.7% and 27.5% of revenues for Fiscal 1995 and 1996, respectively. The
Company's sales in these foreign markets are denominated in U.S. dollars and are
not directly affected by currency fluctuations. Such sales could be adversely
affected by changes in demand resulting from fluctuations in currency exchange
rates.
 
     A number of countries in which the Company currently sells products impose
various tariffs and duties, none of which have a significant impact on the
Company's foreign sales. These duties are being reduced annually under the North
American Free Trade Agreement in the case of Mexico and Canada and under the
Uruguay Round Agreement of the General Agreement on Trade and Tariffs in the
case of Japan. In all cases, the Company's products are shipped to its customers
F.O.B. shipping point and therefore the customer is responsible for any tariffs,
duties or other levies imposed on the Company's products sold into these
markets.
 
HARVESTING AND PROCESSING
 
     Fishing. The Company owns a fleet of 66 steamers (51 of which are directly
involved in the harvesting operations) and owns 33 and leases 11 spotter
aircraft (41 of which are directly involved in locating menhaden). The Company's
operations in the U.S. Gulf coast are supported by 38 steamers and 32 spotter
aircraft and its operations off the mid-Atlantic coast are supported by 13
steamers and 9
 
                                       29
 

<PAGE>
<PAGE>

spotter aircraft. The Company's fishing area in the Gulf stretches from the
south Texas coastline to the panhandle of western Florida, with fishing
operations concentrated off the Louisiana and Mississippi coasts. The Company's
fishing area in the Atlantic extends from North Carolina to New Jersey. The
fishing season runs from mid-April through October in the Gulf coast and May
through December in the Atlantic coast.
 
     The Company's principal raw material is menhaden, a species of fish that
inhabit coastal and inland tidal waters in the U.S. Menhaden are undesirable for
human consumption due to their small size, boniness and high oil content.
Certain state agencies impose resource depletion restrictions on menhaden
fishing pursuant to fish management legislation. To date, the Company has not
experienced any material adverse impact on its fish catch or operations as a
result of these restrictions.
 
     The following table shows the total tons of menhaden harvested in the
Atlantic Ocean and the Gulf coast waters for the following periods as reported
by NMFS:
 
<TABLE>
<CAPTION>
                                                               TWELVE MONTHS ENDED
                                   ---------------------------------------------------------------------------
                                   DEC. 1993    DEC. 1994    DEC. 1995    DEC. 1996    SEPT. 1997    DEC. 1997
                                   ---------    ---------    ---------    ---------    ----------    ---------
                                                                    (IN TONS)
<S>                                <C>          <C>          <C>          <C>          <C>           <C>
Menhaden(1).....................    947,787     1,126,144     886,056      851,333       943,717      928,465
</TABLE>
 
- ------------
 
(1) The number of menhaden caught has been converted to short tons using the
    NMFS fish catch conversion ratio.
 
     Menhaden usually school in large, tight clusters and are commonly found in
warm, shallow coastal waters. Spotter aircraft locate the schools and direct the
steamers accordingly. Steamers range in size from 165 to 180 feet. The steamers
transport two 40-foot purse boats, each carrying several fishermen and one end
of a 1,500-foot net. The purse boats encircle the school and capture the school
in the net. The fish are pumped from the net into refrigerated holds of the
steamer. Each steamer has a capacity to hold between 500 to 600 tons of fish and
is equipped with a modern refrigeration system that recycles chilled water over
the stored fish to maintain their freshness until unloading. The steamers
generally make day and over-night fishing voyages though, in some instances, the
steamers will fish continuously for up to a week. Upon returning to the plants,
the steamers are unloaded quickly to maintain the freshness of the menhaden,
which is critical to the digestibility of the meal produced from the fish.
 
     Processing Plants. The Company operates five on-shore menhaden processing
plants. The chart below sets forth certain information concerning the Company's
processing facilities at November 30, 1997:
 
<TABLE>
<CAPTION>
                                                           EMPLOYEES
                                                       -----------------                             TOTAL %
                                                       FISHING     OFF                   SPOTTER     OF 1997
FACILITY                                               SEASON     SEASON    STEAMERS    AIRCRAFT      CATCH
- ----------------------------------------------------   -------    ------    --------    ---------    --------
<S>                                                    <C>        <C>       <C>         <C>          <C>
Abbeville, LA.......................................     233         76        10            9           26%
Cameron, LA.........................................     297         80        13           11           33
Moss Point, MS......................................     190         51         9            6           15
Reedville, VA.......................................     279        109        13            9           26
Morgan City, LA(1)..................................    --           25         6            6         --
                                                       -------    ------       --           --          ---
     Total..........................................     999        341        51           41          100%
                                                       -------    ------       --           --          ---
                                                       -------    ------       --           --          ---
</TABLE>
 
- ------------
 
(1) The Company acquired the Morgan City plant from Gulf Protein in November
    1997 and will not operate this facility until the beginning of the 1998
    fishing season.
 
     As of November 30, 1997, these plants had an aggregate capacity to process
approximately 950,000 tons of fish annually. The Company's processing plants are
located in coastal areas near the Company's fishing fleet. Annual volume
processed varies depending upon menhaden catch and demand. Each plant maintains
a dedicated dock to unload fish, fish processing equipment and storage capacity.
The Reedville, Virginia facility contains an oil refining plant and net making
facility. The Company periodically reviews possible application of new
processing technologies in order to enhance productivity and reduce costs.
 
     The Company owns the Reedville, Virginia, Moss Point, Mississippi and
Abbeville, Louisiana plants and the real estate on which they are located
(except for a small leased parcel comprising a
 
                                       30
 

<PAGE>
<PAGE>

portion of the Abbeville, Louisiana real estate). The Company leases from
unaffiliated third parties the real estate on which the Cameron, Louisiana and
Morgan City, Louisiana plants are located. The Cameron plant lease provides for
a 10 year term ending on June 30, 2002 (with two successive 10 year options) and
annual rent of $50,000. The Morgan City plant lease provides for a 5 year term
beginning on November 25, 1997 at an annual rent of $220,000. The Company has an
option under the Morgan City lease to purchase the plant for $656,000 during the
last month of the lease or earlier if all rent through the end of the term is
paid.
 
     Processing. Prior to processing, the fish are evaluated for freshness
through visual inspection and measurement of total volatile nitrogen (which
increases as fish decay). The highest quality fish are selected for specialty
grade meal and the balance are used for regular grade meal. After evaluation,
the unloaded fish are transferred into steam cookers. After cooking, the fish
are passed through presses to remove substantially all of the oil and water. The
remaining solid portions of the fish are dried in rotary drum driers and then
ground into fish meal. Fish processed into specialty grade meal are dried at a
lower temperature than fish processed into regular grade meal. The lower drying
temperature enhances the digestibility level of the specialty grade meals. The
liquid side stream of the cooking and pressing operations contains oil, water,
dissolved protein and some fish solids. This liquid is passed through a decanter
to remove the solids and is then put through a centrifugal oil/water separation
process. The separated fish oil may be further refined by winterizing,
deodorizing, bleaching and polishing. The separated water and protein mixture is
further processed through evaporators to remove the soluble protein, which can
be sold as a finished product or added to the solid portions of the fish for
processing into fish meal.
 
     Dry Dock Facilities. In July 1997, the Company commenced construction of a
dry dock facility in Moss Point, Mississippi to address the shortage of
shoreside maintenance in the U.S. Gulf coast and the increasing costs of these
services. The facility was completed in March 1998. The Company is using this
facility and other outside facilities to perform routine maintenance to its
fishing fleet. The Company will also provide shoreside maintenance services to
third party vessels if excess capacity exists. The Company believes this
facility will allow it to better control its future vessel maintenance and
refurbishment costs.
 
INSURANCE
 
     The Company maintains insurance against physical loss and damage to its
assets, coverage against liabilities to third parties it may incur in the course
of its operations, as well as workers' compensation, United States Longshoremen
and Harbor Workers' Act and Jones Act coverages. Assets are insured at
replacement cost, market value or assessed earning power. Specifically, the
Company's fishing fleet is currently covered by hull and machinery insurance and
its owned or leased spotter aircraft are currently covered by aviation
insurance. The Company's potential liabilities to employees and third parties
are covered by various policies including protection and indemnity and marine
oil pollution policies. The Company's limits for liability coverage are
statutory or $50.0 million. The $50.0 million limit is comprised of several
excess liability policies which are subject to deductibles, underlying limits
and exclusions. The Company believes its insurance coverage to be in such form,
against such risks, for such amounts and subject to such deductibles as are
prudent and normal for its operations.
 
COMPETITION
 
     The marine protein and oil business is subject to significant competition
from producers of vegetable and other animal protein products and oil products
such as Archer-Daniels Midland, Inc. and Cargill, Inc. In addition, but to a
lesser extent, the Company competes with international marine protein and oil
producers, including Scandinavian herring processors and South American anchovy
and sardine processors. Many of these competitors have greater financial
resources and more extensive operations than the Company. The Company's products
compete mainly on price, and to a lesser extent on quality and performance
characteristics, such as protein level and amino acid profile in the case of
fish meal.
 
                                       31
 

<PAGE>
<PAGE>

REGULATION
 
     The Company's operations are subject to federal, state and local laws and
regulations relating to the location and periods in which fishing may be
conducted. At the state and local level, certain state and local governmental
agencies have either enacted legislation and regulations or have the authority
to enact such legislation and regulations to prohibit or limit menhaden fishing
within their jurisdictional waters. Delaware, Florida, Maryland and South
Carolina have enacted legislation that prohibits the taking of menhaden from
their respective tidal waters. New York, Virginia, New Jersey and Mississippi,
have enacted legislation or have the authority to enact legislation prohibiting
menhaden fishing in certain areas within their respective tidal waters and/or
have established minimum distances from the coast line where menhaden fishing is
permitted. The laws of certain states regulate, among other things: (i) type and
size of menhaden vessels permitted to engage in fishing activities within a
state's tidal waters; (ii) length of the fishing seasons; (iii) level of fish
catch; (iv) fees, licenses and permits required in connection with menhaden
fishing activities; and (v) legal gear and equipment used in fishing. Violations
of these laws and regulations can result in substantial penalties ranging from
forfeiture of the unlawful menhaden fish catch, revocation of licenses and
permits, forfeiture of vessels involved and various other penalties and
sanctions. The Company endeavors to comply with all applicable laws and
regulations pertaining to menhaden fishing. To date, the Company has not
experienced any material impact on its fish catch or operations as a result of
these regulations.
 
     The Company's operations are also subject to federal, state and local laws
and regulations relating to safety matters. The Company, through its operation
of fishing vessels, is subject to the jurisdiction of the U.S. Coast Guard, the
National Transportation Safety Board and the U.S. Customs Service, which set
safety standards for vessel operations and are authorized to investigate vessel
accidents and recommend improved safety standards. The U.S. Customs Service is
authorized to inspect vessels at will. The Company's shoreside operations are
subject to the federal Occupational Safety and Health Act ('OSHA').
 
     The Company's operations are further subject to federal, state and local
laws and regulations relating to the protection of the environment, including
the Clean Water Act which imposes strict controls against the discharge of oil
and other water pollutants into navigable waters. The Clean Water Act also
imposes penalties for any discharge of pollutants in reportable quantities and,
along with the Oil Pollution Act of 1990, imposes substantial liability for the
costs of oil removal, remediation and damages. The Company's operations also are
subject to the federal Clean Air Act, as amended; the federal Resource
Conservation and Recovery Act, which regulates treatment, storage and disposal
of hazardous wastes; the federal Comprehensive Environmental Response,
Compensation and Liability Act, which imposes liability, without regard to
fault, on certain classes of persons that contributed to the release of any
'hazardous substance' into the environment. The OSHA hazard communications
standard, the Environmental Protection Agency community right-to-know
regulations under Title III of the federal Superfund Amendment and
Reauthorization Act and similar state statutes require the Company to organize
information about hazardous materials used or produced in its operations.
Certain of this information must be provided to employees, state and local
governmental authorities and local citizens. Numerous other environmental laws
and regulations, along with similar state laws, also apply to the marine protein
and oil operations of the Company, and all such laws and regulations are subject
to change.
 
     The Company has made, and anticipates that it will make in the future,
expenditures in the ordinary course of its business to remain in compliance with
safety and environmental regulations. Such expenditures have not been material
in the past and are not expected to be material in the future. However, there is
no assurance that safety and environmental laws and regulations enacted in the
future will not adversely affect the Company's operations.
 
     The Company's harvesting operations are subject to certain federal maritime
laws and regulations which require, among other things, that the Company be
incorporated under the laws of the U.S. or a state, the Company's chief
executive officer be a U.S. citizen, no more of the Company's directors be
non-citizens than a minority of the number necessary to constitute a quorum and
at least 50% of the Company's outstanding capital stock (including a majority of
the Company's voting capital stock) be owned by U.S. citizens. If the Company
fails to observe any of these requirements, it will not be eligible
 
                                       32
 

<PAGE>
<PAGE>

to conducts its harvesting activities in U.S. jurisdictional waters. Such a loss
of eligibility would have a material adverse affect on the Company.
 
EMPLOYEES
 
     At August 30, 1997, the peak of the Company's 1997 fishing season, the
Company employed approximately 1,000 persons, of whom approximately 400 were
employed on a permanent basis and approximately 600 were employed on a part-time
basis through the end of the fishing season. At January 1, 1998, which is during
the Company's off season, the Company employed approximately 554 persons, all on
a full-time basis. Of these full-time employees, 45 were employed in sales,
marketing, administration and finance, and 509 employees were employed in the
processing plants and the drydock facility. During the off season, plant
employees generally perform maintenance to the Company's facilities.
Approximately 290 employees are represented by an affiliate of the United Food
and Commercial Workers Union under a collective bargaining agreement which
expires April 22, 2000. The Company has not experienced any strike or work
stoppage which had a material impact on operations. The Company considers its
employee relations to be generally satisfactory.
 
LEGAL PROCEEDINGS
 
     The Company is involved in various claims and disputes arising in the
normal course of business, including claims made by employees under the Jones
Act which generally are covered by the Company's insurance. The Company believes
that it has adequate insurance coverage for all existing matters and that the
outcome of all pending proceedings, individually and in the aggregate, will not
have a material adverse effect upon the Company's business, results of
operations, cash flows or financial position.
 
                                       33


<PAGE>
<PAGE>

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The Company's executive officers and directors are as follows:
 
<TABLE>
<CAPTION>
                    NAME                        AGE                        POSITION
- ---------------------------------------------   ---   --------------------------------------------------
 
<S>                                             <C>   <C>
Joseph L. von Rosenberg III(1)(2)............   39    Chief Executive Officer, President and Director
                                                
Robert W. Stockton...........................   47    Executive Vice President and Chief Financial
                                                      Officer
Kelsey D. Short, Jr..........................   43    Senior Vice President-Marketing and Product
                                                      Development
Clyde R. Gilbert.............................   59    Senior Vice President-Operations
                                                
Eric T. Furey................................   35    Vice President, General Counsel and Corporate
                                                      Secretary
Michael E. Wilson............................   46    President, Moss Point Drydock and Fabrication,
                                                      Inc.
Malcolm I. Glazer(1)(2)......................   69    Director
                                                
Avram A. Glazer(1)(2)........................   37    Chairman of the Board of Directors and Director
                                                
</TABLE>
 
- ------------
 
(1) Member of Compensation Committee
 
(2) Member of Audit Committee
 
     Joseph L. von Rosenberg III is President and Chief Executive Officer of the
Company. He has served in these positions since July 1997. Mr. von Rosenberg is
also Executive Vice President of Zapata, a position he has held since November
1995. Prior to becoming Executive Vice President of Zapata, Mr. von Rosenberg
served as General Counsel of Zapata from August 1994 to July 1997 and Corporate
Secretary of Zapata from June 1993 to July 1997. From August 1994 through
November 1995, Mr. von Rosenberg also held the position of Vice President of
Zapata. Prior to joining Zapata in June 1993, he served as General Counsel and
Corporate Secretary of The Simmons Group. Mr. von Rosenberg intends to resign as
Executive Vice President of Zapata prior to the consummation of the Offering.
 
     Robert W. Stockton is Executive Vice President and Chief Financial Officer
of the Company. He has served in these positions since July 1997. For the five
years prior to joining the Company, Mr. Stockton was Vice President and Chief
Financial officer of The Simmons Group and also served as Corporate Controller
of Proler International Corp.
 
     Kelsey D. Short, Jr. is Senior Vice President-Marketing and Product
Development of the Company. He has served in this position since November 1993.
From 1985 to 1993, Mr. Short held a variety of positions in the Company's
marketing department, including Regional Sales Manager, Specialty Meal Manager
and Director of Product Development.
 
     Clyde R. Gilbert is Senior Vice President-Operations of the Company. He has
served in this position since July 1997. Prior to assuming this position, Mr.
Gilbert served as Vice President -- Finance and Controller of the Company since
1990.
 
     Eric T. Furey has served as General Counsel and Corporate Secretary of the
Company since January 1998. Mr. Furey is also General Counsel and Corporate
Secretary of Zapata, a position he has held since July 1997. He was engaged in
the private practice of law for more than five years before joining the Company.
Mr. Furey intends to resign as General Counsel and Secretary of Zapata prior to
the consummation of the Offering.
 
     Michael E. Wilson is President of the Company's wholly-owned subsidiary,
Moss Point Drydock and Fabrication, Inc., a position he has held since June
1997. Since 1996, he has also served as the Company's Coordinator of Marine
Engineering & Maintenance. Mr. Wilson joined the Company in 1985 and served in
various operating capacities until 1996.
 
     Malcolm I. Glazer has been a director of the Company since January 1998. He
is also a director and Chairman of the Board of Directors of Zapata, positions
he has held since July 1993 and July 1994, respectively. From August 1994 to
March 1995, Mr. Glazer has served as President and Chief Executive
 
                                       34
 

<PAGE>
<PAGE>

Officer of Zapata. Mr. Glazer has also been a self-employed private investor for
more than five years whose diversified portfolio consists of ownership of the
Tampa Bay Buccaneers National Football League franchise and investments in
television broadcasting, restaurants, restaurant equipment, food services
equipment, health care, banking, real estate and stocks. He is also a director
of Specialty Equipment Companies, Inc. Malcolm I. Glazer is the father of Avram
A. Glazer.
 
     Avram A. Glazer has been a director of the Company since January 1998. He
is also a director and President and Chief Executive Officer of Zapata,
positions which he has held since July 1993 and March 1995, respectively. For
the past five years, he has been employed by, and has worked on behalf of,
Malcolm I. Glazer and a number of entities owned and controlled by Malcolm I.
Glazer. He also serves as a director of Specialty Equipment Companies, Inc.
Avram A. Glazer is the son of Malcolm I. Glazer.
 
     The Company intends to elect two independent directors to the Company's
Board within three months after consummation of the Offering.
 
BOARD COMMITTEES
 
     The Company's Board has established an Audit Committee and a Compensation
Committee. The Board will establish, promptly following consummation of the
Offering, a Conflicts Committee.
 
     The Audit Committee reviews the adequacy of the Company's internal control
systems and financial reporting procedures, reviews the general scope of the
annual audit and reviews and monitors the performance of non-audit services by
the Company's independent public accountants. The Audit Committee also meets
with the independent auditors and with appropriate financial personnel of the
Company regarding these matters. The Audit Committee recommends to the Company's
Board the appointment of the independent auditors. The independent auditors
periodically will meet alone with the Audit Committee and will have unrestricted
access to the Audit Committee.
 
     The Compensation Committee administers management incentive compensation
plans and makes recommendations to the Company's Board with respect to the
compensation of directors and officers of the Company.
 
     The Conflicts Committee will review all proposed transactions between the
Company and Zapata to evaluate the fairness of the transaction to the Company.
The Conflicts Committee will consist solely of independent directors.
 
DIRECTOR COMPENSATION
 
     Each director who is not an employee of the Company receives $1,000 for
each meeting of the Board attended and for each committee meeting attended.
Pursuant to the Directors Option Plan adopted by the Company's Board on January
26, 1998, Messrs. Avram Glazer and Malcolm Glazer were automatically granted
options to purchase 568,200 and 14,200 shares of the Common Stock, respectively,
which options vest ratably over three years commencing on January 26, 1998 and
are exercisable at a price of $12.75 per share. Following the Offering, each new
non-employee director will upon joining the Board automatically be granted
options to purchase 14,200 shares of Common Stock at the fair market value
thereof, and which will vest ratably over three years from the date of the
grant. See 'Management -- Stock Option Plans.'
 
EXECUTIVE COMPENSATION
 
     The following table and accompanying footnotes provide summary information
concerning the compensation earned by the Company's current and former Chief
Executive Officer and the other executive officers of the Company whose salary
and bonus was in excess of $100,000 (the 'Named Officers') for Fiscal 1997:
 
                                       35
 

<PAGE>
<PAGE>

                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                          ANNUAL COMPENSATION                   ALL OTHER
                                                ---------------------------------------       COMPENSATION
              NAME AND POSITION                 SALARY ($)    BONUS ($)    OTHER ($)(1)         ($)(2)(3)
- ---------------------------------------------   ----------    ---------    ------------    -------------------
<S>                                             <C>           <C>          <C>             <C>
Ronald Lassiter Former Chief Executive
  Officer and President(4)...................      --           73,600        705,633           --
 
Joseph Oliver Former Executive Vice
  President -- Finance and Development(5)....     105,608       33,120         76,293             3,126
 
Joseph L. von Rosenberg Chief Executive
  Officer and President(4)...................      --            --            --               --
 
Kelsey Short Senior Vice President --
  Marketing and Product Development..........      93,700       40,480         --                 3,430
</TABLE>
 
- ------------
 
(1) With respect to Mr. Lassiter represents payments made under a consulting
    agreement and with respect to Mr. Oliver represents a severance payment
    under his employment agreement.
 
(2) Pursuant to the Securities and Exchange Commission rules on executive
    compensation disclosure, 'All Other Compensation' does not include
    perquisites because the aggregate amount of such compensation for each of
    the persons listed did not exceed the lesser of (i) $50,000 or (ii) ten
    percent of the combined salary and bonus for such person in Fiscal 1997.
 
(3) Represents the Company's contribution pursuant to its profit sharing plan.
 
(4) Mr. Lassiter retired as Chief Executive Officer and President of the Company
    effective as of July 1997. Mr. von Rosenberg was elected Chief Executive
    Officer and President of the Company effective as of July 1997 and in Fiscal
    1997 received $50,000 in compensation for this position from Zapata where he
    continued to serve as Executive Vice President.
 
(5) Mr. Oliver left the Company's employ in July 1997.
 
EMPLOYMENT AGREEMENTS
 
     The Company intends to enter into employment agreements with Messrs. von
Rosenberg, Stockton, Short, Gilbert and Furey prior to completion of the
Offering. The agreements will require Messrs. von Rosenberg and Furey to resign
as officers of Zapata effective upon the closing of the Offering. These
agreements will provide for base salaries which are subject to review at least
annually, provided that they may not be decreased without the employee's
consent. The initial base salaries under the agreements are as follows for the
indicated executive: Mr. von Rosenberg -- $230,000; Mr. Stockton -- $155,000;
Mr. Short -- $132,500; Mr. Gilbert -- $132,500; and Mr. Furey $120,000. Under
Mr. von Rosenberg's agreement, he will also receive an annual bonus equal to
1.5% of the increase, if any, in the Company's earnings before income taxes,
depreciation and amortization over the prior Fiscal year. The agreements will
also provide for a severance payment equal to 2.99 times the employee's annual
base salary in effect immediately preceding the event of termination of his
employment with the Company (i) by the executive for Good Reason (as defined in
the employment agreement) (ii) by the Company without Cause (as defined in the
employment agreement) or (iii) following any change in control of the Company
(as defined in the employment agreement). The agreements will provide for
rolling three year terms.
 
ANNUAL INCENTIVE COMPENSATION PLAN
 
     The Company intends to establish an Annual Incentive Compensation Plan (the
'Bonus Plan') to provide bonuses to employees of the Company based on the
financial performance of the Company. The maximum bonus that will be awarded to
any participant will be 150% of that person's annual base salary.
 
RETIREMENT PLAN
 
     The Company maintains a defined benefit plan for its employees (the
'Pension Plan'). The table below shows the estimated annual benefits payable on
retirement under the Pension Plan to persons in the specified compensation and
years of service classifications. The retirement benefits shown are based
 
                                       36
 

<PAGE>
<PAGE>

upon retirement at age 65 and the payments of a single-life annuity to the
employee (although a participant can select other methods of calculating
benefits) to be received under the Company's Pension Plan using current average
Social Security wage base amounts and are not subject to any deduction for
Social Security or other offset amounts. With certain exceptions, the Internal
Revenue Code of 1986, as amended (the 'Code'), restricts to an aggregate amount
of $120,000 (subject to cost of living adjustments) the annual pension that may
be paid by an employer from a plan which is qualified under the Code. The Code
also limits the covered compensation which may be used to determine benefits to
$150,000.
 
                              RETIREMENT BENEFITS
 
<TABLE>
<CAPTION>
                                       YEARS OF SERVICE
    COVERED         -------------------------------------------------------
COMPENSATION(1)       15          20          25          30          35
- ---------------     -------     -------     -------     -------     -------
<S>                 <C>         <C>         <C>         <C>         <C>
   $ 125,000        $18,207     $24,277     $30,346     $36,415     $42,484
     150,000         22,332      29,777      37,221      44,665      52,109
     175,000         22,332      29,777      37,221      44,665      52,109
     200,000         22,332      29,777      37,221      44,665      52,109
     225,000         22,332      29,777      37,221      44,665      52,109
     250,000         22,332      29,777      37,221      44,665      52,109
     300,000         22,332      29,777      37,221      44,665      52,109
     400,000         22,332      29,777      37,221      44,665      52,109
     450,000         22,332      29,777      37,221      44,665      52,109
     500,000         22,322      29,777      37,221      44,665      52,109
</TABLE>
 
- ------------
 
(1) Represents the highest average annual earnings during five consecutive
    calendar years of service.
 
     Compensation of Named Officers covered by the Pension Plan includes
salaries and bonuses as shown in the salary and bonus columns of the Summary
Compensation Table. As of December 31, 1997, the approximate years of credited
service (rounded to the nearest year) under the Retirement Plan of the Named
Officers were as follows: Mr. von Rosenberg, 0, Mr. Lassiter, 0, Mr. Oliver, 9,
and Mr. Short, 12.
 
STOCK OPTION PLANS
 
1998 LONG-TERM INCENTIVE PLAN
 
     The 1998 Incentive Plan, approved by the Company's Board and Zapata as the
sole stockholder of the Company in January 1998, is intended to retain key
executives and other selected employees, reward them for making major
contributions to the Company's success and provide them with a proprietary
interest in the growth and performance of the Company and its subsidiaries.
 
     Employees who participate in the 1998 Incentive Plan will be selected by
the Company's Board (or a committee designated by the Company's Board (the
'Committee') to make recommendations for grants under the 1998 Incentive Plan)
from among those employees who hold positions of responsibility and whose
performance, in the judgement of the Committee, has a significant effect on the
Company's success.
 
     The total number of shares of Common Stock that may be issued pursuant to
the 1998 Incentive Plan will not exceed 3,600,000. Not more than 600,000 shares
of Common Stock are available for awards other than stock options and stock
appreciation rights granted at an exercise or strike price not less than fair
market value on the date of grant. The number of shares of Common Stock that may
be awarded pursuant to the 1998 Incentive Plan is subject to adjustment upon the
occurrence of certain events.
 
     The 1998 Incentive Plan provides for the grant of any or all of the
following types of awards: stock options, stock appreciation rights, stock
awards and cash awards. Stock options may be incentive stock options that comply
with Section 422 of the Code. The allocation of awards under the 1998 Incentive
 
                                       37
 

<PAGE>
<PAGE>

Plan is not currently determinable as such allocation is dependent upon future
decisions to be made by the Committee in its sole discretion, subject to the
applicable provisions of the 1998 Incentive Plan.
 
     The exercise price of any stock option may, at the discretion of the
Committee, be paid in cash or by surrendering shares of Common Stock or another
award under the 1998 Incentive Plan, valued at fair market value on the date of
exercise or any combination thereof. Vesting conditions for a stock option will
be specified by the Committee and set forth in the applicable option agreement.
Vesting conditions may include, without limitation, provision for acceleration
in the case of a change in control of the Company or for stock appreciation
rights exercisable for cash (in lieu of the option) in the case of such a change
in control of the Company.
 
     Stock appreciation rights are rights to receive, without payment to the
Company, cash or shares of Common Stock with a value determined by reference to
the difference between the exercise or 'strike' price of the stock appreciation
rights and the fair market value or other specified valuation of the Common
Stock at the time of exercise. Stock appreciation rights may be granted in
tandem with stock options or separately.
 
     Stock awards may consist of Common Stock or be denominated in units of
Common Stock. Stock awards may be subject to conditions established by the
Committee, including service, vesting conditions and performance conditions
(including without limitation performance conditions based on achievement of
specific business objectives, increases in specified indices and attaining
specified growth measures or rates). A stock award may provide for voting rights
and dividend equivalent rights.
 
     Cash awards may be subject to conditions specified by the Committee,
including service conditions and performance conditions.
 
     No participant may be granted during any three-year period, awards
consisting of stock options or stock appreciation rights exercisable for more
than 20% of the shares of Common Stock reserved for issuance under the 1998
Incentive Plan.
 
     Payment of awards may be made in cash or Common Stock or combinations
thereof, as determined by the Committee. An award may provide for the granting
or issuance of additional, replacement or alternative awards upon the occurrence
of specified events, including the exercise of the original award.
 
     An award may provide for a tax gross-up payment to a participant if a
change in control of the Company results in the participant owing an excise tax
or other tax above the rate ordinarily applicable, pursuant to the parachute tax
provisions of Section 280G of the Code or otherwise. The gross-up payment would
be in an amount such that the net amount received by the participant, after
paying the increased tax and any additional taxes on the additional amount,
would be equal to that receivable by the participant if the increased tax were
not applicable.
 
     Pursuant to the 1998 Incentive Plan, on January 26, 1998, the Company
granted options to purchase shares of Common Stock at an exercise price of
$12.75 per share to the following officers for the indicated number of shares:
Mr. von Rosenberg -- 568,200, Mr. Stockton -- 310,000, Mr. Short -- 250,000, Mr.
Gilbert -- 200,000 and Mr. Furey -- 116,160. These options vest ratably over a
three year period beginning on January 26, 1998, the date of the grant.
 
NON-MANAGEMENT DIRECTOR STOCK OPTION PLAN
 
     The Directors Option Plan, approved by the Company's Board and Zapata as
the sole stockholder of the Company in January 1998, is intended to provide
incentives to the directors of the Company who are not employees of the Company
by providing them with options to purchase shares of Common Stock. Options for
up to a maximum of 620,000 shares of Common Stock may be issued under the
Directors Option Plan.
 
     The Directors Option Plan provides that the initial Chairman of the Board
be granted an option to purchase up to 568,200 shares of Common Stock and each
other initial non-employee director of the Company will be granted options to
purchase 14,200 shares of the Common Stock at a price determined by the
Company's Board. All options granted under the Directors Option Plan vest
ratably over three years after the date of grant. Upon the occurrence of certain
events such as stock dividends and stock splits, consolidations or mergers, an
optionee's rights with respect to options granted are to be adjusted
 
                                       38
 

<PAGE>
<PAGE>

as provided in the Directors Option Plan. Any non-employee director joining the
Company's Board after the Offering will be granted an option to purchase up to
14,200 shares of Common Stock at an exercise price to be determined by the
Company's Board.
 
     Pursuant to the Directors Option Plan, the Company granted options on
January 26, 1998 to Messrs. Avram Glazer and Malcolm Glazer, to purchase 568,200
shares and 14,200 shares of Common Stock, respectively, at an exercise price of
$12.75 per share. All of these options vest ratably over the three year period
following the date of the grant.
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by (i) all executive officers and
directors of the Company as a group, (ii) each of the Named Officers, (iii) each
of the Company's directors, (iv) all persons known by the Company to
beneficially own more than 5% of the Company's Common Stock and (v) the Selling
Stockholder.
 
<TABLE>
<CAPTION>
                                                        SHARES BENEFICIALLY                      SHARES BENEFICIALLY
                                                               OWNED                                    OWNED
                                                       PRIOR TO OFFERING(1)     SHARES TO BE    AFTER THE OFFERING(1)
                                                       ---------------------    SOLD IN THE     ---------------------
NAME & ADDRESS                                           SHARES      PERCENT      OFFERING        SHARES      PERCENT
- ----------------------------------------------------   ----------    -------    ------------    ----------    -------
<S>                                                    <C>           <C>        <C>             <C>           <C>
Zapata Corporation(2) ..............................   19,676,000      100%       4,500,000     15,176,000      64.1%
  1717 St. James Place, Suite 550
  Houston, Texas 77056
Malcolm I. Glazer(2) ...............................   19,676,000      100%       4,500,000     15,176,000      64.1%
  1482 Ocean Boulevard
  Palm Beach, Florida 33480
Joseph L. von Rosenberg III ........................       --         --            --              --          --
Robert W. Stockton .................................       --         --            --              --          --
Kelsey D. Short, Jr. ...............................       --         --            --              --          --
Clyde R. Gilbert ...................................       --         --            --              --          --
Eric T. Furey ......................................       --         --            --              --          --
Avram A. Glazer ....................................       --         --            --              --          --
Ronald Lassiter ....................................       --         --            --              --          --
Joseph Oliver ......................................       --         --            --              --          --
All directors and executive officers as a group
  (consists of 8 persons)...........................   19,676,000      100%       4,500,000     15,176,000      64.1%
</TABLE>
 
- ------------
 
(1) Beneficial Ownership is determined in accordance with the rules of the
    Securities and Exchange Commission which generally attribute beneficial
    ownership of securities to persons who possess sole or shared voting power
    and/or investment power with respect to those securities.
 
(2) Prior to the Offering, all of the outstanding shares of Common Stock have
    been owned by Zapata. After the Offering, Zapata will own approximately
    64.1% of the Common Stock outstanding after the Offering (59.7% if the
    Underwriters' over-allotment options are exercised in full) of the Common
    Stock then outstanding. Zapata controls the Company. The Glazer Family
    Limited Partnership, a Nevada limited partnership ('Glazer Partnership'),
    owns beneficially and of record approximately 45% of Zapata's outstanding
    common stock. By virtue of such ownership, the Glazer Partnership may be
    deemed to control Zapata, and therefore may be deemed to beneficially own
    the Company's Common Stock owned beneficially by Zapata. The Glazer
    Partnership's sole partners are (i) MIG, Inc. a Nevada corporation, which is
    as a general partner and of which Malcolm Glazer is the sole officer,
    director and shareholder and (ii) the Malcolm Glazer Trust, a Florida trust,
    which is a limited partner, and of which Malcolm Glazer is the sole trustee
    and beneficiary during his lifetime.
 
                                       39


<PAGE>
<PAGE>

                     CERTAIN TRANSACTIONS AND ARRANGEMENTS
                         BETWEEN THE COMPANY AND ZAPATA
 
     Prior to the Offering, Zapata provided the Company with certain
administrative services, including treasury and tax services, which were billed
at their approximate costs to Zapata. During Fiscal 1995, 1996 and 1997 and
First Quarter Fiscal 1998, fees for these services totaled $34,500, $110,000,
$30,000 and $7,500, respectively. Prior to the Offering, the Company has
provided Zapata with payroll and certain administrative services, which were
billed to Zapata at their approximate costs to the Company. During Fiscal 1996
and 1997, these fees totaled $30,000 each year. The costs of these services were
directly charged and/or allocated based on the estimated percentage of time that
employees spend working on the other party's matters as a percent of total time
worked. The Company's management believes this allocation method is reasonable.
The 1996 amount of taxation services charged to the Company by Zapata is higher
than the 1995 and 1997 amounts primarily due to additional taxation work
involving tax strategies to minimize state and federal income tax and to tax
work related to setting up a foreign sales corporation as it pertained to the
Company.
 
     Prior to the Offering, Zapata advanced funds to the Company from time to
time. During Fiscal 1997, Zapata forgave the repayment of $41.9 million of
intercompany indebtedness owed to Zapata by the Company and the Company recorded
this amount as contributed capital. After forgiving such indebtedness, Zapata
advanced $28.1 million to the Company to meet the cash requirements of the
Recent Acquisitions and $5.2 million primarily for payment of the Company's
income taxes. As of December 31, 1997, Zapata had no outstanding guarantees of
Company indebtedness and the Company owed Zapata approximately $33.3 million of
intercompany debt. The intercompany balance attributable to the Recent
Acquisitions accrues interest at a rate equal to Zapata's cost of funds, which
is currently 8.5%; the balance of the Company's indebtedness to Zapata does not
bear any interest. Pursuant to the Separation Agreement described below, the
Company will repay $33.3 million of its intercompany indebtedness due Zapata at
the time of closing of the Offering with a portion of the net proceeds and the
remaining balance of intercompany indebtedness in the ordinary course. See 'Use
of Proceeds.'
 
     Prior to the consummation of the Offering, the Company and Zapata intend to
enter into a number of agreements for the purpose of defining their continuing
relationship. These agreements will be negotiated in the context of a
parent-subsidiary relationship and therefore will not be the result of
negotiations between independent parties. It is the intention of the Company and
Zapata that such agreements and the transactions provided for therein, taken as
a whole, should accommodate the parties' interests in a manner that is fair to
both parties, while continuing certain mutually beneficial arrangements. There
can be no assurance that each of such agreements, or the transactions provided
for therein, will be effected on terms at least as favorable to the Company as
could have been obtained from unaffiliated third parties.
 
     The following is a summary of certain agreements which the Company and
Zapata will enter into and which will become effective upon completion of the
Offering.
 
     Separation Agreement. The Separation Agreement provides for the Company and
Zapata to enter into a Sublease Agreement, a Registration Rights Agreement, a
Tax Indemnity Agreement and an Administrative Services Agreement. The Separation
Agreement will require the Company to repay the $33.3 million of intercompany
indebtedness owed by the Company to Zapata contemporaneously with the
consummation of the Offering. See 'Use of Proceeds.' The Separation Agreement
will also prohibit Zapata from engaging in the harvesting of menhaden or the
production or marketing of fish meal, fish oil or fish solubles anywhere in the
United States for a period of five years from the date of the Separation
Agreement. Under the Separation Agreement, Zapata and the Company and its
subsidiaries will indemnify each other with respect to any future losses that
might arise from the Offering as a result of any untrue statement or alleged
untrue statement in any Offering document or the omission or alleged omission to
state a material fact in any Offering document (i) in the Company's case except
to the extent such statement was based on information provided by Zapata and
(ii) in Zapata's case, only to the extent such loss relates to information
supplied by Zapata.
 
     Sublease Agreement. The Sublease between the Company and a subsidiary of
Zapata will provide for the Company to lease its principal corporate offices in
Houston, Texas, comprising approximately
 
                                       40
 

<PAGE>
<PAGE>

3,354 square feet, at an annual rent of approximately $36,204 and for a term
that coincides with the remaining term of the primary lease pursuant to which
Zapata occupies the space which expires in 2000.
 
     The Sublease will also provide for the Company to utilize certain shared
office equipment for no additional charge.
 
     Registration Rights Agreement. The Registration Rights Agreement which the
Company and Zapata will enter into prior to the consummation of the Offering
will provide for the Company to grant certain rights (the 'Registration Rights')
to Zapata with respect to the registration under the Securities Act of the
shares of Common Stock owned by Zapata at the closing of the Offering (the
'Registrable Securities'). Pursuant to the Registration Rights Agreement, Zapata
will be able to require the Company, not more than once in any 365 day period
commencing on the first anniversary of the closing of the Offering and on not
more than three occasions after Zapata no longer owns a majority of the voting
power of the outstanding capital stock of the Company, to file a registration
statement under the Securities Act covering the registration of the Registrable
Securities, including in connection with an offering by Zapata of its securities
that are exchangeable for the Registrable Securities (the 'Demand Registration
Rights'). Zapata's Demand Registration Rights are subject to certain
limitations, including that any such registration cover a number of Registrable
Securities having a fair market value of at least $50.0 million at the time of
the request for registration and that the Company may be able to temporarily
defer a Demand Registration to the extent it conflicts with another public
offering of securities by the Company or would require the Company to disclose
certain material non-public information. Zapata will also be able to require the
Company to include Registrable Securities owned by Zapata in a registration by
the Company of its securities (the 'Piggyback Registration Rights'), subject to
certain conditions, including the ability of the underwriters for the offering
to limit or exclude Registrable Securities therefrom.
 
     The Company and Zapata will share equally the out-of-pocket fees and
expenses of the Company associated with a demand registration and Zapata will
pay its pro rata share of underwriting discounts, commissions and related
expenses (the 'Selling Expenses'). The Company will pay all expenses associated
with a piggyback registration, except that Zapata will pay its pro rata share of
the Selling Expenses. The Registration Rights Agreement contains certain
indemnification and contribution provisions (i) by Zapata for the benefit of the
Company and related persons, as well as any potential underwriter and (ii) by
the Company for the benefit of Zapata and related persons, as well as any
potential underwriter. Zapata's Demand Registration Rights will terminate on the
date that Zapata owns, on a fully converted or exercised basis with respect to
such securities held by Zapata, Registrable Securities representing less than
10% of the then issued and outstanding voting stock of the Company. Zapata's
Piggyback Registration Rights will terminate at such time as it is able to sell
all of its Registrable Securities pursuant to Rule 144 under the Securities Act
within a three month period. Zapata also may transfer its Registration Rights to
any transferee from it of Registrable Securities that represent, on a fully
converted or exercised basis with respect to the Registrable Securities
transferred, at least 20% of the then issued and outstanding voting stock of the
Company at the time of transfer; provided, however, that any such transferee
will be limited to (i) two demand registrations if the transfer conveys less
than a majority but more than 30% and (ii) one demand registration if the
transfer conveys 30% or less of the then issued and outstanding voting stock of
the Company.
 
     Tax Indemnity Agreement. Prior to the Offering, the Company has been a
member of Zapata's affiliated group and has filed its tax returns on a
consolidated basis with such group. After the Offering, the Company will no
longer be a member of the Zapata affiliated group. Prior to the consummation of
the Offering, the Company and Zapata will enter into a Tax Indemnity Agreement
to define their respective rights and obligations relating to federal, state and
other taxes for periods before and after the Offering. Pursuant to the Tax
Indemnity Agreement, Zapata shall be responsible for paying all federal income
taxes relating to taxable periods ending before and including the date on which
the Company is no longer a member of Zapata's affiliated group. The Company
shall be responsible for all taxes of the Company with respect to taxable
periods beginning after the date on which the Company is no longer a member of
Zapata's affiliated group. The Company shall be entitled to any refunds (or
reductions in tax liability) attributable to any carryback of the Company's
post-Offering tax attributes (i.e., net operating losses) realized by the
Company after it is no longer a member of Zapata's affiliated
 
                                       41
 

<PAGE>
<PAGE>

group. Any other refunds arising from the reduction in tax liability involving
the Zapata affiliated group while the Company was a member of such group,
including but not limited to, taxable periods ending before or including such
date, (with the exception of any refunds arising from a reduction in tax
liability attributable to the Company) shall belong to Zapata.
 
     Administrative Services Agreements. Zapata and the Company intend to enter
into an Administrative Services Agreement pursuant to which the Company will
provide Zapata with administrative services upon reasonable request of Zapata.
Zapata will pay the Company for these services at the Company's estimated cost
of providing these services. This Agreement will continue until Zapata
terminates it on 5 days advance written notice or the Company terminates it
after Zapata fails to cure a breach of the Agreement for 30 days after the
Company has given Zapata written notice of the breach.
 
                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
     Immediately after the Offering, the Company's authorized capital stock will
consist of 10,000,000 shares of preferred stock, par value $.01 per share (the
'Preferred Stock'), and 80,000,000 shares of Common Stock. Immediately following
the Offering, 23,676,000 shares (24,276,000 shares if the Underwriters'
over-allotment options are exercised in full) of Common Stock will be
outstanding. All of the shares of Common Stock that will be outstanding
immediately following the Offering, including the shares of Common Stock sold in
the Offering, will be validly issued, fully paid and nonassessable.
 
COMMON STOCK
 
     The holders of Common Stock will be entitled to one vote for each share on
all matters voted on by stockholders, including elections of directors, and,
except as otherwise required by law or provided in any resolution adopted by the
Company's Board with respect to any series of Preferred Stock, the holders of
such shares will possess all voting power. The Company's Articles of
Incorporation (the 'Articles') do not provide for cumulative voting in the
election of directors. Subject to any preferential rights of any outstanding
series of Preferred Stock created by the Company's Board from time to time, the
holders of Common Stock will be entitled to such dividends as may be declared
from time to time by the Company's Board from funds available therefor, and upon
liquidation will be entitled to receive pro rata all assets of the Company
available for distribution to such holders. See 'Dividend Policy.'
 
PREFERRED STOCK
 
     The Company's Board has the authority to issue up to 10,000,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series and the preferences, limitations and relative
rights, including dividend rights, dividend rate, voting rights, terms of
redemption, redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the Company's stockholders. The issuance of Preferred Stock by the
Company's Board could adversely affect the rights of holders of Common Stock.
The potential issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company, may discourage bids
for the Common Stock at a premium over the market price of the Common Stock and
may adversely affect the market price of, and the voting and other rights of the
holders of, the Common Stock. The Company has no current plans to issue any
shares of Preferred Stock.
 
FOREIGN OWNERSHIP RESTRICTIONS
 
     The Articles (i) contain provisions limiting the aggregate percentage
ownership by Non-Citizens of each class of the Company's capital stock to 49.99%
of the outstanding shares of each such class (the 'Permitted Percentage') to
ensure that such foreign ownership will not exceed the maximum percentage
permitted by applicable federal law (presently less than 50.00%), (ii) require
institution of a dual stock certificate system to help determine such ownership,
and (iii) permit the Company's Board to make such determinations as may
reasonably be necessary to ascertain such ownership and implement
 
                                       42
 

<PAGE>
<PAGE>

such limitations. These provisions are intended to protect the ability of the
Company's vessels to conduct fishing operations in U.S. territorial waters and
the U.S. Exclusive Economic Zone. See 'Risk Factors -- Restriction on Foreign
Ownership' and 'Business -- Regulation.'
 
     To provide a method to enable the Company reasonably to determine stock
ownership by Non-Citizens, the Articles require the Company to institute (and to
implement through the transfer agent for the Common Stock) a dual stock
certificate system, pursuant to which certificates representing shares of Common
Stock will bear legends that designate such certificates as either 'citizen' or
'non-citizen,' depending on the citizenship of the owner. Accordingly, stock
certificates are denominated as 'citizen' (blue) in respect of Common Stock
owned by Citizens and as 'non-citizen' (red) in respect of Common Stock owned by
Non-Citizens. The Company may also issue non-certificated shares through
depositories if the Company determines such depositories have established
procedures that allow the Company to monitor the ownership of Common Stock by
Non-Citizens.
 
     For purposes of the dual stock certificate system, a 'Non-Citizen' is
defined as any person other than a Citizen, and a 'Citizen' is defined as: (i)
any individual who is a citizen of the U.S. by birth, naturalization, or as
otherwise authorized by law; and (ii) any corporation, partnership, association,
limited liability company, joint venture (if not an association, corporation,
partnership or limited liability company) or other business organization which
is a citizen of the U.S. as determined by the Company's Board consistent with
the applicable regulations and statutes thereto as interpreted by the agencies
of the United States government charged with the administration of the Shipping
Act, 1916, as amended, or any court of law. The foregoing definition is
applicable at all tiers of ownership and in both form and substance at each tier
of ownership.
 
     Shares of Common Stock are transferable to Citizens at any time and are
transferable to Non-Citizens if, at the time of such transfer, the transfer
would not increase the aggregate ownership by Non-Citizens of the Common Stock
above the Permitted Percentage in relation to the total outstanding shares of
Common Stock or all voting stock. Non-Citizen certificates may be converted to
Citizen certificates upon a showing, satisfactory to the Company, that the
holder is a Citizen. Any purported transfer to Non-Citizens of shares or of an
interest in shares of the Company represented by a Citizen certificate in excess
of the Permitted Percentage will be ineffective as against the Company for all
purposes (including for purposes of voting, dividends, and any other
distribution, upon liquidation or otherwise). In addition, the shares may not be
transferred on the books of the Company, and the Company, whether or not such
stock certificate is validly issued, may refuse to recognize the holder thereof
as a stockholder of the Company except to the extent necessary to effect any
remedy available to the Company. Subject to the foregoing limitations, upon
surrender of any stock certificate for transfer, the transferee will receive
citizen (blue) certificates or non-citizen (red) certificates, as applicable.
 
     The Articles establish procedures with respect to the transfer of shares to
enforce the limitations referred to above and authorize the Company's Board to
implement such procedures. The Company's Board may take other ministerial
actions or make interpretations of the Company's foreign ownership policy as it
deems necessary in order to implement the policy. Under the Articles, the
Company's Board may require that as a condition precedent to each issuance
and/or transfer of stock certificates representing shares of Common Stock
(including the shares of Common Stock being sold in the Offering), a citizenship
certificate will be required from all transferees (and from any recipient upon
original issuance) of Common Stock and, with respect to the beneficial owner of
the Common Stock being transferred, if the transferee (or the original
recipient) is acting as a fiduciary or nominee for such beneficial owner. If
implemented, the registration of the transfer (or original issuance) will be
denied upon refusal to furnish such citizenship certificate, which will provide
information about the purported transferee's or beneficial owner's citizenship.
Furthermore, as part of the dual stock certificate system, depositories holding
shares of the Company's Common Stock will be required to maintain separate
accounts for 'Citizen' and 'Non-Citizen' shares. When the beneficial ownership
of such shares is transferred, the depositories' participants will be required
to advise such depositories as to which account the transferred shares should be
held. In addition, to the extent necessary to enable the Company to determine
the number of shares owned by Non-Citizens, the Company may from time to time
require record holders and beneficial owners of shares of Common Stock to
confirm their
 
                                       43
 

<PAGE>
<PAGE>

citizenship status and may, in the discretion of the Company's Board,
temporarily withhold dividends payable to, and deny voting rights to, any such
record holder or beneficial owner until confirmation of citizenship is received.
 
     Should the Company (or its transfer agent for the Common Stock) become
aware that the ownership by Non-Citizens of Common Stock at any time exceeds the
Permitted Percentage (the 'Excess Shares'), the Company's Board is authorized to
withhold dividends and other distributions temporarily on the Excess Shares,
pending the transfer of such shares to a Citizen or the reduction in the
percentage of shares owned by Non-Citizens to or below the Permitted Percentage,
and to deny voting rights with respect to the Excess Shares. If dividends and
distributions are to be withheld, they will be set aside for the account of the
Excess Shares. At such time as such shares are transferred to a Citizen or the
ownership of such shares by Non-Citizens will not result in aggregate ownership
by Non-Citizens in excess of the Permitted Percentage, the dividends withheld
shall be paid to the then record holders of the related shares. Excess Shares
shall, so long as the excess exists, not be deemed to be outstanding for
purposes of determining the vote required on any matter brought before the
stockholders for a vote. The Articles provide that the Company's Board has the
power, in its reasonable discretion and based upon the records maintained by the
Company's transfer agent, to determine those shares of Common Stock that
constitute the Excess Shares. Such determination will be made by reference to
the date or dates on which such shares were purchased by Non-Citizens, starting
with the most recent acquisition of shares by a Non-Citizen and including, in
reverse chronological order, all other acquisitions of shares by Non-Citizens
from and after the acquisition that first caused the Permitted Percentage to be
exceeded; provided that Excess Shares resulting from a determination that a
record holder or beneficial owner is no longer a Citizen will be deemed to have
been acquired as of the date of such determination. To satisfy the Permitted
Percentage described above, the Articles authorize the Company's Board, in its
discretion, to redeem (upon written notice) Excess Shares in order to reduce the
aggregate ownership by Non-Citizens to the Permitted Percentage. As long as the
shares of Common Stock offered hereby continue to be listed on the NYSE, the
redemption price will be the average of the closing sale price of the shares (as
reported by the NYSE) during the 30 trading days next preceding the date of the
notice of redemption. The redemption price for Excess Shares will be payable in
cash.
 
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND
BY-LAWS
 
BOARD OF DIRECTORS
 
     The Articles provide that except as otherwise fixed by or pursuant to the
provisions of a Certificate of Designations setting forth the rights of the
holders of any class or series of Preferred Stock, the number of the directors
of the Company will be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the total number of directors which the
Company would have if there were no vacancies (the 'Whole Board') (but shall not
be less than three). The directors, other than those who may be elected by the
holders of Preferred Stock, will be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible. The terms of the directors elected at the Company's 1998
stockholders' meeting expire at the annual meeting of stockholders to be held in
1999 for one class, the annual meeting of stockholders to be held in 2000 for
another class and at the annual meeting of stockholders to be held in 2001 for a
third class, with each director to hold office until its successor is duly
elected and qualified. Commencing with the 1999 annual meeting of stockholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until such
person's successor is duly elected and qualified.
 
     The Articles provide that except as otherwise provided for or fixed by or
pursuant to a Certificate of Designation setting forth the rights of the holders
of any class or series of Preferred Stock, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Company's
Board resulting from death, resignation, disqualification, removal or other
cause will be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Company's Board,
and not by the stockholders. Any director elected in accordance with the
preceding sentence will hold office for the remainder of the full term of the
class of
 
                                       44
 

<PAGE>
<PAGE>

directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been duly elected and qualified. No
decrease in the number of directors constituting the Company's Board will
shorten the term of any incumbent director. Subject to the rights of holders of
Preferred Stock, any director may be removed from office only for cause by the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
voting stock then outstanding, voting together as a single class.
 
     These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of the Company's Board by filling
the vacancies created by removal with its own nominees. Under the classified
board provisions described above, it would take at least two elections of
directors for any individual or group to gain control of the Company's Board.
Accordingly, these provisions could discourage a third party from initiating a
proxy contest, making a tender offer or otherwise attempting to gain control of
the Company.
 
STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
 
     The Articles and the Company's By-Laws provide that as of the time at which
Zapata and its affiliates cease to be the beneficial owner of an aggregate of at
least a majority of the then outstanding shares of Common Stock, any action
required or permitted to be taken by the stockholders of the Company must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders. Effective as of the date
that Zapata no longer has beneficial ownership of at least a majority of the
Company's outstanding Common Stock, except as otherwise required by law and
subject to the rights of the holders of any Preferred Stock, special meetings of
stockholders of the Company for any purpose or purposes may be called only by
the Company's Board pursuant to a resolution stating the purpose or purposes
thereof approved by a majority of the Whole Board or by the Chairman of the
Company's Board and, effective as of the date Zapata ceases to have beneficial
ownership of a majority of the outstanding Common Stock, any power of
stockholders to call a special meeting is specifically denied. No business other
than that stated in the notice shall be transacted at any special meeting. In
addition, prior to the date on which Zapata no longer holds at least a majority
of the Company's outstanding Common Stock, the Company will call a special
meeting of stockholders promptly upon request by Zapata, or any of its
affiliates, in each case, if such entity is a stockholder of the Company and
stockholder actions may be effected by written consent of the holders of the
amount of the voting stock required to approve such actions. These provisions
may have the effect of delaying consideration of a stockholder proposal until
the next annual meeting unless a special meeting is called by the Company's
Board or the Chairman of the Board.
 
ADVANCE NOTICE PROCEDURES
 
     The By-Laws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before an annual meeting of stockholders of the Company (the 'Stockholder Notice
Procedure'). The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the Chairman of the Board, or by a
stockholder who has given timely written notice to the Secretary of the Company
prior to the meeting at which directors are to be elected, will be eligible for
election as directors of the Company. The Stockholder Notice Procedure also
provides that at an annual meeting only such business may be conducted as has
been brought before the meeting by, or at the direction of, the Chairman of the
Board or the Company Board, or by a stockholder who has given timely written
notice to the Secretary of the Company of such stockholder's intention to bring
such business before such meeting. Under the Stockholder Notice Procedure, for
notice of stockholder nominations to be made at an annual meeting to be timely,
such notice must be received by the Company not later than the close of business
on the 60th calendar day nor earlier than the close of business on the 90th
calendar day prior to the first anniversary of the preceding year's annual
meeting (except that, in the event that the date of the annual meeting is more
than 30 calendar days before or more than 60 calendar days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 90th calendar day prior to such
annual meeting and not later than the close of business on the
 
                                       45
 

<PAGE>
<PAGE>

later of the 60th calendar day prior to such annual meeting or the 10th calendar
day following the day on which public announcement of a meeting date is first
made by the Company).
 
     In addition, under the Stockholder Notice Procedure, a stockholder's notice
to the Company proposing to nominate a person for election as a director or
relating to the conduct of business other than the nomination of directors must
contain certain specified information. If the chairman of a meeting determines
that an individual was not nominated, or other business was not brought before
the meeting, in accordance with the Stockholder Notice Procedure, such
individual will not be eligible for election as a director, or such business
will not be conducted at such meeting, as the case may be.
 
     The Stockholder Notice Procedure does not apply to Zapata and its
affiliates prior to the date on which Zapata no longer beneficially owns at
least a majority of the outstanding Common Stock.
 
AMENDMENTS
 
     The Articles provide that the affirmative vote of the holders of at least
66 2/3% of the Company's voting stock, voting together as a single class, is
required to amend provisions of the Articles relating to stockholder action
without a meeting; the calling of special meetings; the number, election and
term of the Company's directors; the filling of vacancies; and the removal of
directors. The Articles further provide that the related By-Laws described above
(including the Stockholder Notice Procedure) may be amended only by the
Company's Board or by the affirmative vote of the holders of at least 66 2/3% of
the voting power of the outstanding shares of voting stock, voting together as a
single class.
 
NEVADA ANTITAKEOVER LAWS AND CERTAIN CHARTER PROVISIONS
 
     Nevada's 'Business Combinations' statute, Nevada Revised Statutes
78.411-78.444, which applies to Nevada corporations having at least 200
stockholders which have not opted-out of the statute, prohibits an 'interested
stockholder' from entering into a'combination' with the corporation, unless
certain conditions are met. A 'combination' includes (a) any merger or
consolidation with an 'interested stockholder,' or any other corporation which
is or after the merger or consolidation would be, an affiliate or associate of
the interested stockholder, (b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of assets, in one transaction or a series of
transactions, to or with an 'interested stockholder,' having (i) an aggregate
market value equal to 5% or more of the aggregate market value of the
corporation's assets determined on a consolidated basis, (ii) an aggregate
market value equal to 5% or more of the aggregate market value of all
outstanding shares of the corporation or (iii) representing 10% or more of the
earning power or net income of the corporation determined on a consolidated
basis, (c) any issuance or transfer of shares of the corporation or its
subsidiaries, to the stockholders, having an aggregate market value equal to 5%
or more of the aggregate market value of all the outstanding shares of the
corporation, except under the exercise of warrants or rights to purchase shares
offered, or a dividend or distribution paid or made pro rata to all stockholders
of the corporation, (d) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by or under any agreement,
arrangement or understanding, whether or not in writing, with the 'interested
stockholder,' (e) certain transactions which would have the effect of increasing
the proportionate share of outstanding shares of the corporation owned by the
'interested stockholder,' or (f) the receipt of benefits, except proportionately
as a stockholder, of any loans, advances or other financial benefits by an
'interested stockholder.' An 'interested stockholder' is a person who (i)
directly or indirectly beneficially owns 10% or more of the voting power of the
outstanding voting shares of the corporation or (ii) an affiliate or associate
of the corporation which at any time within three years before the date in
question was the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the then outstanding shares of the corporation.
 
     A corporation to which the statute applies may not engage in a
'combination' within three years after the interested stockholder acquired its
shares, unless the combination or the interested stockholder's acquisition of
shares was approved by the board of directors before the interested stockholder
acquired the shares. If this approval was not obtained, then after the
three-year period expires, the combination may be consummated if all the
requirements in the corporation's articles of incorporation are met and either
(a)(i) the board of directors of the corporation approves, prior to the
 
                                       46
 

<PAGE>
<PAGE>

'interested stockholder's' date of acquiring shares, or as to which the purchase
of shares by the 'interested stockholder' has been approved by the corporation's
board of directors before that date or (ii) the combination is approved by the
affirmative vote of holders of a majority of voting power not beneficially owned
by the 'interested stockholder' at a meeting called no earlier than three years
after the date the 'interested stockholder' became such or (b) the aggregate
amount of cash and the market value of consideration other than cash to be
received by holders of common shares and holders of any other class or series of
shares meets the minimum requirements set forth in Sections 78.411 through
78.443, inclusive, and prior to the consummation of the combination, except in
limited circumstances, the 'interested stockholder' will not have become the
beneficial owner of additional voting shares of the corporation.
 
     Nevada law permits a Nevada corporation to 'opt out' of the application of
the 'Business Combinations' statute by inserting a provision doing so in its
original articles of incorporation. The Company's Articles has such a provision.
The Articles can be amended at any time to subject the Company to the effect of
the 'Business Combinations' statutes. Under Nevada law, the Articles may be
amended pursuant to a resolution adopted by the Company's Board and ratified by
a vote of a majority of the voting power of the Company's outstanding voting
stock.
 
     Nevada's 'Control Share Acquisition' statute, Nevada Revised Statute
78.378-78.3793, prohibits an acquiror, under certain circumstances, from voting
shares of a target corporation's stock after crossing certain threshold
ownership percentages, unless the acquiror obtains the approval of the target
corporation's stockholders. The statute specifies three thresholds: at least
one-fifth but less than one-third, at least one-third but less than a majority,
and a majority or more, of all the outstanding voting power. Once an acquiror
crosses one of the above thresholds, shares which it acquired in the transaction
taking it over the threshold or within ninety days become 'Control Shares' which
are deprived of the right to vote until a majority of the disinterested
stockholders restore that right. A special stockholders' meeting may be called
at the request of the acquiror to consider the voting rights of the acquiror's
shares no more than 50 days (unless the acquiror agrees to a later date) after
the delivery by the acquiror to the corporation of an information statement
which sets forth the range of voting power that the acquiror has acquired or
proposes to acquire and certain other information concerning the acquiror and
the proposed control share acquisition. If no such request for a stockholders'
meeting is made, consideration of the voting rights of the acquiror's shares
must be taken at the next special or annual stockholders' meeting. If the
stockholders fail to restore voting rights to the acquiror or if the acquiror
fails to timely deliver an information statement to the corporation, then the
corporation may, if so provided in its articles of incorporation or bylaws, call
certain of the acquiror's shares for redemption. The Company's By-laws provide
for such a redemption. The Control Share Acquisition statute also provides that
the stockholders who do not vote in favor of restoring voting rights to the
Control Shares may demand payment for the 'fair value' of their shares (which is
generally equal to the highest price paid in the transaction subjecting the
stockholder to the statute).
 
     The Control Share Acquisition statute only applies to Nevada corporations
with at least 200 stockholders, including at least 100 record stockholders who
are Nevada residents, and which do business directly or indirectly in Nevada.
While the Company does not currently exceed these thresholds, it may do so in
the future. The Company presently does not 'do business' in Nevada within the
meaning of the Control Share Acquisition Statute and it does not plan to do so.
Therefore, the Control Share Acquisition statute does not currently apply to the
Company.
 
     If the Business Combination statute and/or the Control Share Acquisition
statute become applicable to the Company in the future, the cumulative effect of
these terms may be to make it more difficult to acquire and exercise control of
the Company and to make changes in management more difficult.
 
LIABILITY OF DIRECTORS; INDEMNIFICATION
 
     The Company believes that certain provisions of its Articles and By-Laws
will be useful to attract and retain qualified persons as directors and
officers. The Company's Articles limit the liability of directors to the fullest
extent permitted by Nevada law. This is intended to allow the Company's
directors the benefit of Nevada Corporation Law which provides that directors of
Nevada corporations
 
                                       47
 

<PAGE>
<PAGE>

may be relieved of monetary liabilities for breach of their fiduciary duties as
directors, except under certain circumstances, including (i) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law, or
(ii) the willful or grossly negligent payment of unlawful distributions. The
Company's Articles and By-Laws generally require the Company to indemnify, its
directors and officers to the fullest extent permitted by Nevada law. The
Articles and the Company's By-laws also require the Company to advance expenses,
to its directors and its officers to the fullest extent permitted by Nevada law
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it should be ultimately determined that they are not
entitled to indemnification by the Company. Prior to the consummation of the
Offering, the Company intends to enter into indemnification agreements with its
officers and directors which provides for the indemnification and advancement of
expenses by the Company. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company intends to obtain, prior to the
completion of the Offering, officer and director liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act. There is no pending litigation or proceeding involving
a director, officer, associate or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any director,
officer, associate or other agent.
 
TRANSFER AGENT AND REGISTRAR
 
     American Stock Transfer & Trust Company is the transfer agent and registrar
for the Common Stock.
 
                                       48


<PAGE>
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Of the 23,676,000 shares of Common Stock to be outstanding as of the
closing of the Offering (24,276,000 shares if the Underwriters' over-allotment
options are exercised in full) the 8,500,000 shares of Common Stock sold in the
Offering (9,775,000 shares if the Underwriters exercise their over-allotment
options in full) will be freely tradable without restriction under the
Securities Act, except for any such shares which may be acquired by an affiliate
of the Company (an 'Affiliate'), as that term is defined in Rule 144 promulgated
under the Securities Act ('Rule 144'). The remaining 15,176,000 shares of Common
Stock outstanding upon the consummation of the Offering will be shares of Common
Stock held by Zapata and will be 'restricted securities,' as that term is
defined in Rule 144, that may be sold only if registered under the Securities
Act or in accordance with an applicable exemption from registration, such as
Rule 144.
 
     In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares for at least one year (including
the holding period of any prior owner except an affiliate from whom such shares
were purchased) is entitled to sell in 'brokers transactions' or to market
makers, within any three month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) one
percent of the number of shares of Common Stock then outstanding (236,760 shares
immediately after the completion of the Offering) or (ii) generally, the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the required filing of a Form 144 with respect to such sale. Sales
under Rule 144 are generally subject to the availability of current public
information about the Company. Under Rule 144(k), a person who is not deemed to
have been an affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned the shares proposed to be sold for at least
two years (including the holding period of any prior owner other than an
affiliate from whom such shares were purchased), is entitled to sell such shares
without having to comply with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
 
     As discussed above, the shares of Common Stock which Zapata will continue
to hold after the Offering are 'restricted securities' as defined in Rule 144,
and may not be sold other than through registration under the Securities Act or
pursuant to an exemption from the regulations thereunder, including exceptions
provided by Rule 144. Pursuant to lock-up agreements, all of the Company's
officers and directors, the Selling Stockholder and the Company have agreed that
they will not, for a period of 180 days from the date of this Prospectus (360
days in the case of the Selling Stockholder), directly or indirectly, offer,
sell, offer to sell, contract to sell, pledge, grant any option to purchase or
otherwise sell or dispose (or announce any offer, sale, offer of sale, contract
of sale, pledge, grant of any option to purchase or other sale or disposition)
of any shares of Common Stock or other capital stock of the Company or any
securities convertible into, or exercisable or exchangeable for, any shares of
Common Stock, or other capital stock of the Company without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
except that such agreement does not prevent the Company from (i) granting
additional options under the 1998 Incentive Plan or the Directors Option Plan or
(ii) issuing stock in connection with an acquisition if the recipient agrees to
the same 180 day restriction on resale. Prudential Securities Incorporated may,
in its sole discretion, at any time and without notice, release all or any
portion of the securities subject to such lock-up agreements.
 
     The Company intends to enter into a Registration Rights Agreement with the
Selling Stockholder, pursuant to which it grants the Selling Stockholder Demand
Registration Rights and Piggyback Registration Rights. See 'Certain Transactions
and Arrangements Between the Company and Zapata -- Registration Rights
Agreement.' The Selling Stockholder can exercise such rights any time one year
after the closing of the Offering to sell all of the Common Stock it holds or a
certain portion thereof until its beneficial ownership interest in the Company
falls below a certain level.
 
     The Company has granted options to certain officers of the Company for the
purchase of up to 1,657,360 shares of Common Stock pursuant to the 1998
Incentive Plan and options to the Company's non-management directors for the
purchase of 582,400 shares of Common Stock pursuant to the Directors Option
Plan, subject to certain restrictions. See 'Management -- Stock Option Plans.'
Within 365 days after the date of this Prospectus, the Company intends to file a
Registration Statement on Form S-8 covering an aggregate of approximately
4,220,000 shares of Common Stock (including the
 
                                       49
 

<PAGE>
<PAGE>

shares subject to outstanding options) that have been reserved for issuance
under its stock options and stock options plans for its officers and directors,
thus permitting the resale of such shares in the public market without
restriction under the Securities Act. Shares issued pursuant to these options
and plans after the effective date of such registration statement generally will
be freely tradable without restriction (other than shares issued to affiliates)
or further registration under the Securities Act.
 
     No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the
prevailing market price for the Common Stock. Sales of substantial amounts of
Common Stock, or the perception that such sale could occur, may adversely affect
prevailing market prices for the Common Stock and could impact the Company's
future ability to raise capital through an offering of equity securities.
 
                                       50
 

<PAGE>
<PAGE>

                                  UNDERWRITING
 
     The underwriters named below (the 'Underwriters'), for whom Prudential
Securities Incorporated and Deutsche Morgan Grenfell Inc. are acting as
representatives (the 'Representatives'), have severally agreed, subject to the
terms and conditions of the underwriting agreement (the 'Underwriting
Agreement') to purchase from the Company and the Selling Stockholder the
respective number of shares of Common Stock set forth opposite their respective
names below:
 
<TABLE>
<CAPTION>
                                                                                     NUMBER
                                   UNDERWRITER                                      OF SHARES
- ---------------------------------------------------------------------------------   ---------
<S>                                                                                 <C>
Prudential Securities Incorporated...............................................   3,400,000
Deutsche Morgan Grenfell Inc. ...................................................   3,400,000
CIBC Oppenheimer Corp. ..........................................................     170,000
Credit Suisse First Boston Corporation...........................................     170,000
Donaldson, Lufkin & Jenrette Securities Corporation..............................     170,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated...............................     170,000
Morgan Stanley & Co. Incorporated................................................     170,000
Schroder & Co. Inc. .............................................................     170,000
Smith Barney Inc. ...............................................................     170,000
Dain Rauscher Incorporated.......................................................      85,000
Piper Jaffray Inc. ..............................................................      85,000
Stephens Inc. ...................................................................      85,000
Sutro & Co. Incorporated.........................................................      85,000
Tucker Anthony Incorporated......................................................      85,000
First Southwest Company..........................................................      42,500
Sanders Morris Mundy Inc. .......................................................      42,500
                                                                                    ---------
     Total.......................................................................   8,500,000
                                                                                    ---------
                                                                                    ---------
</TABLE>
 
     The Company and the Selling Stockholder are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby, if any are purchased.
 
     The Underwriters, through the Representatives, have advised the Company and
the Selling Stockholder that they propose to offer the Common Stock initially at
the public offering price set forth on the cover page of this Prospectus; that
the Underwriters may allow to selected dealers a concession of $0.63 per share;
and that such dealers may reallow a concession of $0.10 per share to certain
other dealers. After the Offering, the initial public offering price and the
concessions may be changed by the Representatives.
 
     The Company and the Selling Stockholder have granted the Underwriters
over-allotment options, exercisable for 30 days from the date of this
Prospectus, to purchase, in the aggregate, up to 1,275,000 additional shares of
Common Stock at the initial public offering price, less underwriting discounts
and commissions as set forth on the cover page of this Prospectus. Such
additional shares will be purchased from the Company and the Selling Stockholder
on a pro rata basis. The Underwriters may exercise such options solely for the
purpose of covering over-allotments incurred in the sale of the shares of Common
Stock offered hereby. To the extent such options to purchase are exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriter's name in the preceding table bears to 8,500,000.
 
     The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters and contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act.
 
     The Representatives have informed the Company and the Selling Stockholder
that the Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
 
     The Company, its officers and directors and the Selling Stockholder have
agreed not to, directly or indirectly, offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise sell or dispose (or
announce any offer, sale, offer of sale, contract of sale, pledge, grant of any
option to
 
                                       51
 

<PAGE>
<PAGE>

purchase or other sale or disposition) of any shares of Common Stock or other
capital stock or any securities convertible into or exercisable or exchangeable
for any shares of Common Stock or other capital stock of the Company, for a
period of 180 days (360 days with respect to the Selling Stockholder) from the
date of this Prospectus without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, except for shares
offered pursuant to the Offering and issuances pursuant to options granted to
employees or directors or pursuant to the Company's stock option plans or (ii)
issuing stock in connection with an acquisition if the recipient agrees to the
same 180 day restriction on resale. Prudential Securities Incorporated may in
its sole discretion, any time and without notice, release all or any portion of
the securities subject to such lock-up agreement.
 
     Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price has been
determined through negotiations between the Company, the Selling Stockholder and
the Representatives. Among the factors considered in making such determination
were the prevailing market conditions, the Company's financial and operating
history and condition, its prospects and the prospects for its industry in
general, the management of the Company and the market prices of securities for
companies in businesses similar to that of the Company.
 
     In connection with the Offering, certain Underwriters and their respective
affiliates may engage in transactions that stabilize, maintain or otherwise
affect the market price of the Common Stock. Such transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M,
pursuant to which such persons may bid for or purchase Common Stock for the
purpose of stabilizing its market price. The Underwriters also may create a
short position for the account of the Underwriters by selling more Common Stock
in connection with the Offering than they are committed to purchase from the
Company and the Selling Stockholder, and in such case may purchase Common Stock
in the open market following the completion of the Offering to cover all or a
portion of such short position. The Underwriters may also cover all or a portion
of such short position, up to 1,275,000 shares of Common Stock, by exercising
the Underwriters' over-allotment options referred to above. In addition,
Prudential Securities Incorporated, on behalf of the Underwriters, may impose
'penalty bids' under contractual arrangements with the Underwriters whereby it
may reclaim from an Underwriter for the account of the other Underwriters, the
selling concession with respect to the Common Stock that is distributed in the
Offering but subsequently purchased for the account of the Underwriters in the
open market. Any of the transactions described in this paragraph may result in
the maintenance of the price of the Common Stock at the level above that which
might otherwise prevail in the open market. None of the transactions described
in this paragraph is required, and, if they are undertaken, may be discontinued
at any time.
 
                                 LEGAL MATTERS
 
     The validity of the issuance of the shares of Common Stock offered hereby
by the Company will be passed upon for the Company by Woods, Oviatt, Gilman,
Sturman & Clarke, LLP, Rochester, New York and Marshall, Hill, Cassas and de
Lipkau, Reno, Nevada. Certain legal matters related to the sale of the Common
Stock will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P.,
New York, New York.
 
                                    EXPERTS
 
     The consolidated balance sheet as of September 30, 1997 and 1996, and the
consolidated statements of operations, stockholder's equity, and cash flows for
each of the three years in the period ended September 30, 1997, included in this
Prospectus and in the Registration Statement of which this Prospectus forms a
part, have been included herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in auditing and accounting.
 
                                       52
 

<PAGE>
<PAGE>

                             AVAILABLE INFORMATION
 
     The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements thereto,
the 'Registration Statement') under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement. Statements contained in this Prospectus as to the
contents of any contract, agreement or other document are not necessarily
complete, and, in each instance, reference is made to the copy of the document
filed as an exhibit to the Registration Statement. The Registration Statement
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549; and at the Commission's regional offices at Suite 1400, Northwest
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, and 7 World
Trade Center (13th Floor), New York, New York 10048. Copies of such material can
also be obtained from the Commission at prescribed rates through its Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549 or accessed
through the Commissioner's internet web site at http://www.sec.gov.
Additionally, the Company intends to list the Common Stock sold in the Offering
on the NYSE and copies of materials filed by the Company with the NYSE can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
 
     The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934 (the '1934 Act'). As a result of the
Offering, the Company will become subject to the informational requirements of
the 1934 Act. The Company will fulfill its obligations with respect to such
requirements by filing periodic reports and other information with the
Commission. In addition, the Company intends to furnish to its stockholders
annual reports containing consolidated financial statements examined by an
independent public accounting firm.
 
                                       53
 

<PAGE>
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Report of Independent Accountants..........................................................................    F-2
Consolidated Balance Sheet, September 30, 1996 and 1997....................................................    F-3
Consolidated Statement of Operations, for the years ended September 30, 1995, 1996 and 1997................    F-4
Consolidated Statement of Stockholder's Equity, for the years ended September 30, 1995, 1996 and 1997......    F-5
Consolidated Statement of Cash Flows, for the years ended September 30, 1995, 1996 and 1997................    F-6
Notes to Consolidated Financial Statements.................................................................    F-7
Condensed Consolidated Balance Sheet, September 30, 1997 and December 31, 1997.............................   F-19
Condensed Consolidated Statement of Operations, for the three months ended December 31, 1996 and 1997......   F-20
Condensed Consolidated Statement of Cash Flows, for the three months ended December 31, 1996 and 1997......   F-21
Notes to Condensed Consolidated Financial Statements.......................................................   F-22
</TABLE>
 
                                      F-1


<PAGE>
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Stockholder and Board of Directors,
  OMEGA PROTEIN CORPORATION:
 
     We have audited the accompanying consolidated balance sheet of Omega
Protein Corporation (formerly Marine Genetics Corporation) as of September 30,
1997 and 1996, and the related consolidated statements of operations, cash flows
and stockholder's equity for each of the three years in the period ended
September 30, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Omega Protein Corporation as of September 30, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1997, in conformity with generally
accepted accounting principles.
 
                                          COOPERS & LYBRAND L.L.P.
 
Houston, Texas
December 11, 1997, except for Note 16,
as to which the date is January 26, 1998 and except
for Note 17, as to which the date is
February 16, 1998
 
                                      F-2


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                           CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                                 SEPTEMBER 30,
                                                                                              -------------------
                                                                                               1996        1997
                                                                                              -------    --------
                                                                                                (IN THOUSANDS,
                                                                                              EXCEPT FOR SHARES)
<S>                                                                                           <C>        <C>
                                          ASSETS
Current assets:
     Cash and cash equivalents.............................................................   $ 2,899    $  5,504
     Receivables, net......................................................................    10,521       9,936
     Inventories...........................................................................    29,919      38,448
     Prepaid expenses and other current assets.............................................       800         746
                                                                                              -------    --------
          Total current assets.............................................................    44,139      54,634
                                                                                              -------    --------
Other assets...............................................................................     6,319       4,917
                                                                                              -------    --------
Property and equipment, net................................................................    36,511      40,889
                                                                                              -------    --------
          Total assets.....................................................................   $86,969    $100,440
                                                                                              -------    --------
                                                                                              -------    --------
 
                           LIABILITIES AND STOCKHOLDER'S EQUITY
 
Current liabilities:
     Current maturities of long-term debt..................................................   $   487    $  1,034
     Accounts payable......................................................................     5,466       1,622
     Accrued liabilities...................................................................    14,741      15,423
     Amounts due to parent -- current......................................................     2,726       5,159
                                                                                              -------    --------
          Total current liabilities........................................................    23,420      23,238
                                                                                              -------    --------
Long-term debt.............................................................................     8,287      11,294
                                                                                              -------    --------
Deferred income taxes......................................................................       437       1,180
                                                                                              -------    --------
Other liabilities..........................................................................       896         374
                                                                                              -------    --------
Amounts due to parent -- noncurrent........................................................    41,900       --
                                                                                              -------    --------
Commitments and contingencies (Note 13)....................................................
Stockholder's equity:
     Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued...........     --          --
     Common stock, $.01 par value authorized; 80,000,000 shares; issued and outstanding:
      19,676,000 shares....................................................................       197         197
     Capital in excess of par value........................................................     1,831      43,731
     Reinvested earnings, from October 1, 1990.............................................    10,001      20,426
                                                                                              -------    --------
          Total stockholder's equity.......................................................    12,029      64,354
                                                                                              -------    --------
               Total liabilities and stockholder's equity..................................   $86,969    $100,440
                                                                                              -------    --------
                                                                                              -------    --------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-3


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                              YEARS ENDED SEPTEMBER 30,
                                                                       ----------------------------------------
                                                                        1995            1996             1997
                                                                       -------         -------         --------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                                    <C>             <C>             <C>
Revenues                                                               $94,959         $93,609         $117,564
Cost of sales.......................................................    85,122          78,415           93,746
                                                                       -------         -------         --------
Gross profit........................................................     9,837          15,194           23,818
Selling, general and administrative.................................     3,933           4,690            5,613
                                                                      -------         -------         --------
Operating income....................................................     5,904          10,504           18,205
Interest expense, net...............................................    (1,102)           (995)            (592)
Other income (expense)..............................................       116            (118)          (1,328)
                                                                       -------         -------         --------
Income before income taxes..........................................     4,918           9,391           16,285
Provision for income taxes..........................................     1,668           3,463            5,860
                                                                       -------         -------         --------
Net income..........................................................   $ 3,250         $ 5,928         $ 10,425
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Net income per share (basic)........................................   $  0.17         $  0.30         $   0.53
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Average common shares outstanding...................................    19,676          19,676           19,676
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Net income per share (diluted)......................................   $  0.17         $  0.30         $   0.53
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Average common shares and common share equivalents outstanding......    19,676          19,676           19,676
                                                                       -------         -------         --------
                                                                       -------         -------         --------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-4
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
 
<TABLE>
<CAPTION>
                                                                                           CAPITAL IN
                                                                                  COMMON    EXCESS OF    REINVESTED
                                                                                  STOCK     PAR VALUE     EARNINGS
                                                                                  ------    ---------    ----------
                                                                                           (IN THOUSANDS)
<S>                                                                               <C>       <C>          <C>
Balance at September 30, 1994..................................................    $197      $ 1,831       $   823
Net income.....................................................................    --          --            3,250
                                                                                  ------    ---------    ----------
Balance at September 30, 1995..................................................     197        1,831         4,073
Net income.....................................................................    --          --            5,928
                                                                                  ------    ---------    ----------
Balance at September 30, 1996..................................................     197        1,831        10,001
Net income.....................................................................    --          --           10,425
Capital contribution from parent...............................................    --         41,900        --
                                                                                  ------    ---------    ----------
Balance at September 30, 1997..................................................    $197      $43,731       $20,426
                                                                                  ------    ---------    ----------
                                                                                  ------    ---------    ----------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-5
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                       YEARS ENDED SEPTEMBER 30,
                                                                                     -----------------------------
                                                                                      1995       1996       1997
                                                                                     -------    -------    -------
                                                                                            (IN THOUSANDS)
<S>                                                                                  <C>        <C>        <C>
Cash flow provided by (used in) operating activities:
     Net income...................................................................   $ 3,250    $ 5,928    $10,425
     Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:
       Loss (gain) on disposal of assets, net.....................................        (5)        42        483
       Depreciation, amortization and write-downs.................................     3,607      4,210      4,868
       Deferred taxes.............................................................       382        389        743
       Changes in assets and liabilities, net of the effect of disposition:
          Receivables.............................................................    (2,279)     3,762       (836)
          Inventories.............................................................    11,439     (3,614)    (9,291)
          Accounts payable and accrued liabilities................................    (5,638)     4,832        604
          Amounts due to parent...................................................   (11,249)     2,726      2,433
          Other, net..............................................................       375     (2,053)       624
                                                                                     -------    -------    -------
               Total adjustments..................................................    (3,368)    10,294       (372)
                                                                                     -------    -------    -------
               Net cash provided by (used in) operating activities................      (118)    16,222     10,053
                                                                                     -------    -------    -------
Cash flow provided by (used in) investing activities:
     Proceeds from sale of assets, net............................................       213        624       (771)
     Increase in note receivable..................................................      (450)     --          (334)
     Capital expenditures.........................................................    (6,652)    (4,673)    (9,825)
                                                                                     -------    -------    -------
               Net cash used in investing activities..............................    (6,889)    (4,049)   (10,930)
                                                                                     -------    -------    -------
Cash flow provided by (used in) financing activities:
     Bank overdraft...............................................................    (1,368)     --         --
     Borrowings...................................................................    10,020     11,100      4,061
     Payments on revolving line of credit.........................................     --       (21,100)     --
     Principal payments of debt obligations.......................................      (414)      (581)      (579)
                                                                                     -------    -------    -------
               Net cash provided by (used in) financing activities................     8,238    (10,581)     3,482
                                                                                     -------    -------    -------
Net increase in cash and cash equivalents.........................................     1,231      1,592      2,605
Cash and cash equivalents at beginning of period..................................        76      1,307      2,899
                                                                                     -------    -------    -------
Cash and cash equivalents at end of period........................................   $ 1,307    $ 2,899    $ 5,504
                                                                                     -------    -------    -------
                                                                                     -------    -------    -------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-6


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
     The Company's predecessor, Marine Genetics Corporation, was incorporated in
Delaware on February 19, 1976. The Company is a wholly-owned subsidiary of
Zapata Corporation (and was formerly known as Zapata Protein, Inc.).
 
     The consolidated financial statements include the accounts of Omega Protein
Corporation and its wholly and majority owned subsidiaries (collectively, the
'Company'). Investments in affiliated companies and joint ventures representing
a 20% to 50% voting interest are accounted for using the equity method. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The Company accounts for the results of its operations on a
fiscal year basis ending September 30.
 
BUSINESS DESCRIPTION
 
     The Company produces and markets a variety of products produced from
menhaden (a fish found in commercial quantities), including regular grade and
value added specialty fish meals, crude and refined fish oils and fish solubles.
The Company's fish meal products are used as nutritional feed additives by
animal feed manufacturers and by commercial livestock and poultry farmers. The
Company's refined fish oil products are sold to food producers in Europe and its
crude fish oil products are used in aquaculture feeds and certain industrial
applications. Fish solubles are sold as protein additives for animal feed and as
organic fertilizers.
 
REVENUE RECOGNITION
 
     The Company recognizes revenue when title to its products is transferred to
the customer.
 
INVENTORIES
 
     Fish product inventories and materials, parts and supplies are stated at
the lower of cost (average cost) or market.
 
     The Company's fishing season runs from mid-April to the end of October in
the Gulf Coast and runs from the beginning of May to the end of December in the
Atlantic Coast. Government regulations preclude the Company from fishing during
the off seasons. During the off seasons, the Company incurs costs (i.e. plant
and vessel related labor, utilities, rent and depreciation) that are directly
related to the Company's infrastructure that will be used in the upcoming
fishing season. Costs that are incurred subsequent to a fish catch are deferred
until the next season and are included within inventory.
 
     The Company's inventory cost system considers all costs, both variable and
fixed, associated with an annual fish catch and its processing. The Company's
costing system allocates cost to inventory quantities on a per unit basis as
calculated by a formula that considers total estimated inventoriable costs for a
fishing season (including off season costs) to total estimated fish catch. The
inventory is relieved to cost of sales as the product is sold at average cost.
The Company adjusts the costs of sales, off-season costs and inventory balances
at the end of each quarter based on revised estimates of off-season costs and
fish catch.
 
INCOME TAXES
 
     The Company utilizes the liability method to account for income taxes. This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of existing temporary differences between the
financial reporting and tax reporting basis of assets and liabilities, and
operating loss and tax credit carryforwards for tax purposes. The Company is
included in Zapata Corporation's consolidated U.S. federal income tax return and
its income tax effects are reflected on a separate return basis for financial
reporting purposes.
 
                                      F-7
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
PROPERTY, EQUIPMENT AND DEPRECIATION
 
     Depreciation of property and equipment is computed by the straight-line
method at rates expected to amortize the cost of property and equipment, net of
salvage value, over their estimated useful lives. Estimated useful lives of
assets acquired new, determined as of the date of acquisition are as follows:
 
<TABLE>
<CAPTION>
                                                                                   USEFUL LIVES
                                                                                     (YEARS)
                                                                                   ------------
<S>                                                                                <C>
Fishing vessels and fish processing plants......................................       15 - 20
Furniture and fixtures..........................................................        3 - 10
</TABLE>
 
     Replacements and major improvements are capitalized; maintenance and
repairs are charged to expense as incurred. Upon sale or retirement, the costs
and related accumulated depreciation are eliminated from the accounts. Any
resulting gains or losses are included in the statement of operations. The
Company periodically evaluates its long-lived assets for impairment if events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.
 
CONCENTRATIONS OF CREDIT RISK
 
     Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and trade accounts
receivable. Approximately 35% of the Company's fish meal sales in Fiscal 1997
were made to customers in Mississippi, North Carolina, Georgia, Iowa, Texas and
Arkansas. Total sales to the Company's top ten customers represented
approximately 23.8% of the Company's Fiscal 1997 revenues; no single customer
accounted for more than 5.4% of the Company's Fiscal 1997 revenues. The majority
of the Company's fish oil is sold to export markets, including Canada, Japan,
Mexico and The Netherlands. The Company's customer base generally remains
consistent from year to year and procedures are in effect to monitor the
creditworthiness of these customers and generally requires no collateral from
its customers. Historically, the Company has not experienced significant losses
on trade accounts receivable and has not experienced any losses on cash. The
Company does not believe that this concentration of sales and credit risk
represents a material risk of loss with respect to its financial position as of
September 30, 1997.
 
     At September 30, 1996 and 1997, the Company had cash deposits concentrated
primarily in one major bank. The Company believes that credit risk in such
deposits is minimal.
 
INVESTMENT IN VENTURE MILLING COMPANY
 
     In August 1993, the Company acquired a 60% equity interest in Venture
Milling Company ('Venture'), a Delaware corporation involved in the milling of
animal feeds and protein-ingredient products for the poultry, hog and dairy
industries. In March 1996, the Company acquired the remaining 40% of Venture's
equity. Venture leased and operated a feed mill in Seaford, Delaware. The
Company consolidated the financial results of Venture. The Company's net income
for the 1995, 1996 and 1997 fiscal years was not materially impacted by activity
related to Venture. The Company sold Venture in fiscal 1997 and recognized a
loss of $531,000, which is recorded in other expense.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
                                      F-8
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
QUASI-REORGANIZATION
 
     In connection with the comprehensive restructuring accomplished in fiscal
1991, the Company, in conjunction with Zapata Corporation, implemented, for
accounting purposes, a 'quasi-reorganization,' an elective accounting procedure
that permits a company that has emerged from previous financial difficulty to
restate its accounts and establish a fresh start in an accounting sense. After
implementation of the accounting quasi-reorganization, the Company's assets and
liabilities were revalued at their estimated fair value and its deficit in
reinvested earnings was charged to capital in excess of par value. The Company
effected the accounting quasi-reorganization as of October 1, 1990.
 
RECLASSIFICATIONS
 
     Reclassifications of prior years information have been made to conform with
the current year presentation. These reclassifications had no effect on net
income or total assets.
 
ACCOUNTING FOR STOCK OPTIONS
 
     In October 1995, the Financial Accounting Standards Board ('FASB') issued
Statement of Financial Accounting Standards No. 123, 'Accounting for Stock Based
Compensation' ('SFAS 123'), which sets forth accounting and disclosure
requirements for stock option and other stock-based compensation plans. The new
statement encourages, but does not require, companies to record stock-based
compensation expense using the fair-value method, rather than the
intrinsic-value method prescribed by Accounting Principles Board ('APB') Opinion
No. 25 ('APB 25'). The Company intends to adopt only the disclosure requirements
of SFAS 123 and to record stock-based compensation expense using the
intrinsic-value approach prescribed by APB 25. Accordingly, the Company will
compute compensation cost as the amount by which the fair market price of the
Company's common stock exceeds the exercise price on the date of grant. The
amount of compensation cost, if any, would be charged to income over the vesting
period.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. SFAS 128 is effective for
periods ending after December 15, 1997, including interim periods. The Company
does not expect that adoption of SFAS 128 will have a significant effect on the
Company's earnings per share. Early adoption is not permitted. (See Note 17).
 
     In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, 'Reporting Comprehensive Income' ('SFAS 130') which is effective for
fiscal years beginning after December 15, 1997. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. It requires (a) classification of items of other comprehensive
income by their nature in a financial statement and (b) display of the
accumulated balance of other comprehensive income separate from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. SFAS 130 is effective for both interim and annual periods
beginning after December 15, 1997.
 
     In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, 'Disclosure about Segments of an Enterprise and Related
Information' ('SFAS 131') which is effective for periods beginning after
December 15, 1997. The disclosures will be required beginning in the Company's
fiscal 1999 annual report. SFAS 131 establishes standards for reporting
information about operating segments in annual financial statements and requires
selected information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. This
Statement
 
                                      F-9
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
supersedes Statement of Financial Accounting Standards No. 14, 'Financial
Reporting for Segments of a Business Enterprise', but retains the requirement to
report information about major customers.
 
2. ACCOUNTS RECEIVABLE
 
     Accounts receivable as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
<S>                                                                        <C>        <C>
Trade...................................................................   $ 9,606    $ 8,821
Insurance...............................................................       811        795
Employee................................................................        64         95
Other...................................................................       201        401
                                                                           -------    -------
                                                                            10,682     10,112
Less allowance for doubtful accounts....................................      (161)      (176)
                                                                           -------    -------
                                                                           $10,521    $ 9,936
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
3. INVENTORY
 
     Inventory as of September 30, 1996 and 1997 is summarized as follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
<S>                                                                        <C>        <C>
Fish meal...............................................................   $15,311    $19,048
Crude fish oil..........................................................     4,711     11,188
Other fish oil..........................................................     1,507      1,558
Fish solubles...........................................................     1,434        983
Off-season costs (see Note 1)...........................................     2,533      2,420
Materials and supplies..................................................     3,508      3,353
Other...................................................................     1,017      --
                                                                           -------    -------
                                                                            30,021     38,550
Less oil inventory reserve..............................................      (102)      (102)
                                                                           -------    -------
                                                                           $29,919    $38,448
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
4. OTHER ASSETS
 
     Other assets as of September 30, 1996 and 1997 are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                               1996      1997
                                                                              ------    ------
                                                                               (IN THOUSANDS)
<S>                                                                           <C>       <C>
Fishing nets...............................................................   $1,201    $1,309
Qualified pension plan.....................................................    2,629     2,588
Title XI loan origination fee..............................................      370       359
Property held for resale...................................................      304       304
Deposits...................................................................      373       116
Investments in unconsolidated affiliates...................................      516       188
Miscellaneous..............................................................      926        53
                                                                              ------    ------
                                                                              $6,319    $4,917
                                                                              ------    ------
                                                                              ------    ------
</TABLE>
 
     Amortization expense for fishing nets amounted to $971,000, $1.0 million
and $965,000 for the years ended September 30, 1995, 1996 and 1997,
respectively.
 
                                      F-10
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5. PROPERTY AND EQUIPMENT
 
     Property and equipment as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                           1996        1997
                                                                         --------    --------
                                                                            (IN THOUSANDS)
<S>                                                                      <C>         <C>
Land..................................................................   $  3,861    $  3,967
Plant.................................................................     36,852      38,310
Fishing vessels.......................................................     26,718      30,101
Furniture and fixtures................................................      1,421       1,692
Other.................................................................        447       2,304
                                                                         --------    --------
                                                                           69,299      76,374
Less accumulated depreciation and impairment..........................    (32,788)    (35,485)
                                                                         --------    --------
                                                                         $ 36,511    $ 40,889
                                                                         --------    --------
                                                                         --------    --------
</TABLE>
 
     Depreciation expense for the years ended September 30, 1995, 1996 and 1997
was $2.6 million, $3.2 million and $3.6 million, respectively.
 
6. LONG-TERM DEBT
 
     At September 30, 1996 and 1997, the Company's long-term debt consisted of
the following:
 
<TABLE>
<CAPTION>
                                                                                     1996        1997
                                                                                   --------    --------
                                                                                      (IN THOUSANDS)
<S>                                                                                <C>         <C>
U.S. government guaranteed obligations collateralized by a first lien on certain
  fishing vessels and certain plant assets:
     Amounts due in installments through 2011, interest from 6.63% to 7.17%.....   $  7,267    $  8,678
     Amounts due in installments through 2014, interest at Eurodollar rates plus
       .45%; 6.08% and 6.17% at September 30, 1996 and 1997, respectively.......      1,429       1,350
Term note due 2002, interest at prime (8.5% at September 30, 1997)
  collateralized by certain assets of the Company...............................      --          2,175
Other debt at 5.6% and 4% at September 30, 1996 and 1997, respectively..........         78         125
                                                                                   --------    --------
          Total.................................................................      8,774      12,328
               Less current maturities..........................................        487       1,034
                                                                                   --------    --------
Long-term debt..................................................................   $  8,287    $ 11,294
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
     The fair value of the Company's debt obligations are estimated based on the
current rates offered to the Company for the debt of the same remaining
maturities. At September 30, 1996 and 1997, the estimated fair value of debt
obligations approximated book value.
 
     In 1995, the Company entered into a loan agreement with Internationale
Nederlanden (U.S.) Capital Corporation ('ING Loan Agreement'). The ING Loan
Agreement provided the Company with a $15 million revolving credit facility that
was due June 30, 1997. The ING Loan Agreement was terminated in fiscal 1997.
 
ANNUAL MATURITIES
 
     The annual maturities of long-term debt for the five years ending September
30, 2002 are as follows (in thousands):
 
<TABLE>
<CAPTION>
 1998       1999       2000       2001       2002
- ------     ------     ------     ------     ------
<S>        <C>        <C>        <C>        <C>  
$1,034     $1,061     $1,092     $1,136     $1,108
</TABLE>
 
                                      F-11
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
7. CASH FLOW INFORMATION
 
     The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
 
     Net cash provided by operating activities reflects cash payments of
interest and income taxes.
 
<TABLE>
<CAPTION>
                                                                        1995    1996     1997
                                                                        ----    ----    ------
                                                                            (IN THOUSANDS)
<S>                                                                     <C>     <C>     <C>
Cash paid during the fiscal year for:
     Interest........................................................   $967    $950    $  560
     Income tax......................................................    116     365     2,851
</TABLE>
 
     During fiscal 1997, the Company completed the sale of substantially all of
Venture's assets and liabilities for cash proceeds of $180,000. Cash of
$1,128,000 was included in the net assets acquired by the third party purchaser.
Additionally during fiscal 1997, the Company sold various other assets for cash
proceeds of $177,000. The following summarizes these transactions:
 
<TABLE>
<S>                                                                               <C>
Cash received by the Company for sale of assets................................   $   177,000
Cash received by the Company for the sale of various assets of Venture.........       180,000
Cash included with Venture's net assets sold...................................    (1,128,000)
                                                                                  -----------
Proceeds from the sale of assets, net..........................................   $  (771,000)
                                                                                  -----------
                                                                                  -----------
</TABLE>
 
     During fiscal 1995, the Company exchanged certain other assets held for
sale for property and equipment and also exercised an option to purchase certain
real estate resulting in the reclassification of a deposit from other assets to
property and equipment. These transactions resulted in the reclassification of
approximately $2.0 million from other assets to property and equipment.
 
8. INCOME TAXES
 
     The Company's provision for income tax expense consisted of the following:
 
<TABLE>
<CAPTION>
                                                                     1995      1996      1997
                                                                    ------    ------    ------
                                                                          (IN THOUSANDS)
<S>                                                                 <C>       <C>       <C>
Current:
     State.......................................................   $  241    $  348    $  489
     U.S.........................................................    1,045     2,726     4,628
Deferred:
     State.......................................................     (300)     --        --
     U.S.........................................................      682       389       743
                                                                    ------    ------    ------
                                                                    $1,668    $3,463    $5,860
                                                                    ------    ------    ------
                                                                    ------    ------    ------
</TABLE>
 
     As of September 30, 1997, for federal income tax purposes, the Company has
approximately $610,000 of investment tax credit carryforwards expiring in 1999
through 2001, and has approximately $194,000 of alternative minimum tax credit
carryforwards. Investment tax credit carryforwards are reflected in the balance
sheet as a reduction of deferred taxes using the flow through method.
 
                                      F-12
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The following table reconciles the income tax provisions computed using the
U.S. statutory rate of 34% in 1995 and 1996 and 35% in 1997 to the provisions
reflected in the financial statements.
 
<TABLE>
<CAPTION>
                                                                     1995      1996      1997
                                                                    ------    ------    ------
                                                                          (IN THOUSANDS)
<S>                                                                 <C>       <C>       <C>
Taxes at statutory rate..........................................   $1,672    $3,193    $5,700
Other............................................................       35        40      (158)
State taxes, net of federal benefit..............................      (39)      230       318
                                                                    ------    ------    ------
                                                                    $1,668    $3,463    $5,860
                                                                    ------    ------    ------
                                                                    ------    ------    ------
</TABLE>
 
     Temporary differences and tax credit carryforwards that gave rise to
significant portions of deferred tax assets and liabilities as of September 30,
1996 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                             1996       1997
                                                                            -------    -------
                                                                              (IN THOUSANDS)
<S>                                                                         <C>        <C>
Deferred tax assets:
     Asset write-downs and accruals not yet deductible...................   $ 1,593    $ 1,221
     Investment tax credit carryforwards.................................       632        610
     Alternative minimum tax credit carryforwards........................       194        194
     Equity in loss of unconsolidated affiliates                              --           146
     Other...............................................................       272        367
                                                                            -------    -------
          Total deferred tax assets......................................     2,691      2,538
                                                                            -------    -------
Deferred tax liabilities:
     Property and equipment..............................................    (2,135)    (2,738)
     Pension.............................................................      (893)      (880)
     Other...............................................................      (100)      (100)
                                                                            -------    -------
          Total deferred tax liabilities.................................    (3,128)    (3,718)
                                                                            -------    -------
          Net deferred tax liability.....................................   $  (437)   $(1,180)
                                                                            -------    -------
                                                                            -------    -------
</TABLE>
 
9. ACCRUED LIABILITIES
 
     Accrued liabilities as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
<S>                                                                        <C>        <C>
Salary and benefits.....................................................   $ 6,481    $ 6,454
Insurance...............................................................     4,806      3,618
Trade creditors.........................................................     2,224      2,707
Other...................................................................     1,230      2,644
                                                                           -------    -------
                                                                           $14,741    $15,423
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
10. EMPLOYEE'S PROFIT SHARING PLAN
 
     All qualified employees of the Company are covered under the Zapata
Profit-Sharing Plan. The Company contributes matching and profit-sharing
contributions to the plan based on employee contributions and compensation.
Contributions to the plan totaled $638,000, $456,000 and $488,000 in 1995, 1996
and 1997, respectively.
 
11. PENSION PLAN
 
     The Company has a pension plan covering substantially all U.S. employees.
Plan benefits are generally based on employees' years of service and
compensation level. The plan has adopted an excess
 
                                      F-13
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
benefit formula integrated with covered compensation. Participants are 100%
vested in the accrued benefit after five years of service.
 
     Net pension cost (credit) for 1996 and 1997 included the following
components:
 
<TABLE>
<CAPTION>
                                                                             1996       1997
                                                                            -------    -------
                                                                              (IN THOUSANDS)
<S>                                                                         <C>        <C>
Service cost-benefits earned during the year.............................   $   554    $   612
Interest cost on projected benefit obligations...........................     1,249      1,327
Actual gain on plan assets...............................................    (1,598)    (1,707)
Amortization of transition asset and other deferrals.....................      (303)      (191)
                                                                            -------    -------
     Net pension cost (credit)...........................................   $   (98)   $    41
                                                                            -------    -------
                                                                            -------    -------
</TABLE>
 
     The Company's funding policy is to make contributions as required by
applicable regulations. No contributions to the plan have been required since
1984. The plan's funded status and amounts recognized in the Company's balance
sheet at September 30, 1996 and 1997, are presented below:
 
<TABLE>
<CAPTION>
                                                                                      1996       1997
                                                                                     -------    -------
                                                                                       (IN THOUSANDS)
<S>                                                                                  <C>        <C>
Fair value of plan assets.........................................................   $19,538    $21,707
                                                                                     -------    -------
Actuarial present value of benefit obligations
     Vested benefits..............................................................    15,865     16,252
     Nonvested benefits...........................................................       440        339
                                                                                     -------    -------
     Accumulated benefit obligation...............................................    16,305     16,591
     Additional benefits based on projected salary increases......................     1,952      1,881
                                                                                     -------    -------
     Projected benefit obligations................................................    18,257     18,472
                                                                                     -------    -------
Excess of plan assets over projected benefit obligations..........................     1,281      3,235
Unrecognized transition asset.....................................................    (2,078)    (1,732)
Unrecognized prior service cost...................................................        86         60
Unrecognized net loss.............................................................     3,340      1,025
                                                                                     -------    -------
Prepaid pension cost..............................................................   $ 2,629    $ 2,588
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     The unrecognized transition asset at October 1, 1987, was $5.2 million
which is being amortized over 15 years. For 1996 and 1997, the actuarial present
value of the projected benefit obligation was based on a 4.75% weighted-average
annual increase in salary levels and a 7.5% discount rate. Pension plan assets
are invested in cash, common and preferred stocks, short term investments and
insurance contracts. The projected long-term rate of return on plan assets was
9.0% in 1996 and 1997. The unrecognized net loss of $1.0 million at September
30, 1997 is expected to be reduced by future returns on plan assets and through
decreases in future net pension credits.
 
12. RELATED-PARTY TRANSACTIONS
 
     Certain administrative services, including treasury and taxation services,
are provided to the Company by Zapata Corporation and billed at their
approximate cost. During fiscal 1995, 1996 and 1997, fees for these services
totaled $35,000, $110,000 and $30,000, respectively. The Company provides to
Zapata Corporation payroll and certain administrative services billed at their
approximate cost. During fiscal 1996 and 1997, fees for these services totaled
$30,000 in each year. The cost of such services is based on the estimated
percentage of time that employees spend working on the other party's matters as
a percent of total time worked. The Company's management deems this allocation
method to be reasonable. The 1996 amount of taxation services charged to the
Company by Zapata is higher than the 1995 and 1997 amounts due primarily to
additional work involving tax strategies to minimize state and federal income
tax and due to tax work related to setting up a foreign sales corporation as it
pertained to the Company.
 
                                      F-14
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The amounts due to parent-current consists primarily of the Company's
portion of income taxes.
 
     At September 30, 1997, the Company held receivables which totaled $334,000
from an entity in which it has an equity interest.
 
     During 1997, Zapata Corporation forgave the repayment of $41.9 million and
the Company recorded the amount as contributed capital.
 
     Average balances due to Zapata were:
 
<TABLE>
<CAPTION>
                                                                 1995       1996       1997
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
Amounts due to parent........................................   $47,525    $43,263    $24,893
</TABLE>
 
     The following represents the intercompany activity for the three year
period ended September 30, 1997:
 
<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30,
                                                                         ------------------------------
                                                                          1995        1996       1997
                                                                         -------    --------    -------
                                                                                 (IN THOUSANDS)
<S>                                                                      <C>        <C>         <C>
Beginning balance.....................................................   $53,149    $ 41,900    $44,626
Income taxes payable to parent........................................     1,668       3,463      5,860
Administrative services provided by parent............................        35         110         30
Administrative services provided by the Company.......................     --            (30)       (30)
Payments to parent....................................................   (12,952)       (817)    (3,427)
Capital contribution from parent......................................     --          --       (41,900)
                                                                         -------    --------    -------
Ending balance........................................................   $41,900    $ 44,626    $ 5,159
                                                                         -------    --------    -------
                                                                         -------    --------    -------
 
Amounts due to parent -- current......................................   $ --       $  2,726    $ 5,159
Amounts due to parent -- non-current..................................    41,900      41,900      --
                                                                         -------    --------    -------
     Total............................................................   $41,900    $ 44,626    $ 5,159
                                                                         -------    --------    -------
                                                                         -------    --------    -------
</TABLE>
 
13. COMMITMENTS AND CONTINGENCIES
 
OPERATING LEASE PAYABLE
 
     Future minimum payments under non-cancelable operating lease obligations
aggregate $1.5 million, and for the five years ending September 30, 2002 are (in
thousands):
 
<TABLE>
<CAPTION>
1998       1999       2000       2001       2002
- ----       ----       ----       ----       ----
 
<S>        <C>        <C>        <C>        <C>
$448       $451       $451       $199        $0
</TABLE>
 
     Rental expense for operating leases was $1.4 million, $406,000 and $754,000
in 1995, 1996 and 1997, respectively.
 
LITIGATION
 
     The Company is defending various claims and litigation arising from its
operations. In the opinion of management, any losses resulting from these
matters will not have a material adverse effect on the Company's results of
operations, cash flows or financial position.
 
ENVIRONMENTAL MATTERS
 
     The Company is subject to various possible claims and lawsuits regarding
environmental matters. Management believes that costs, if any, related to these
matters will not have a material adverse effect on the results of operations,
cash flows or financial position of the Company.
 
                                      F-15
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
14. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
 
     The Company operates within one industry segment, menhaden fishing for the
production and sale of fish meal, fish solubles and fish oil. Export sales of
fish oil and fish meal were approximately $26.7 million, $20.9 million and $21.5
million in fiscal 1995, 1996 and 1997, respectively. Such sales were made
primarily to European markets. In fiscal 1995, sales to one customer were
approximately $12.3 million; in 1996 and 1997, no sales to any one customer
exceeded 10% of consolidated sales.
 
     The following table shows the geographical distribution of revenues based
on location of customers:
 
<TABLE>
<CAPTION>
                                               1995                   1996                   1997
                                         -----------------      -----------------      -----------------
                                         REVENUES      %        REVENUES      %        REVENUES      %
                                         --------    -----      --------    -----      --------    -----
<S>                                      <C>         <C>        <C>         <C>        <C>         <C>
U.S...................................   $68,296      72.0%     $72,711      77.7%     $ 96,071     81.7%
Europe................................    25,019      26.3       14,578      15.6         7,274      6.2
Canada................................     1,179       1.2        1,896       2.0         6,381      5.4
Mexico................................        22      --          1,246       1.3         3,223      2.7
Other.................................       443       0.5        3,178       3.4         4,615      4.0
                                         --------    -----      --------    -----      --------    -----
                                         $94,959     100.0%     $93,609     100.0%     $117,564    100.0%
                                         --------    -----      --------    -----      --------    -----
                                         --------    -----      --------    -----      --------    -----
</TABLE>
 
15. SUBSEQUENT EVENTS -- ACQUISITIONS
 
     On November 3, 1997, the Company acquired the fishing and processing assets
of American Protein, Inc. ('American Protein'), which operated ten steamers and
a menhaden processing plant in the Chesapeake Bay area, for $14.5 million in
cash (the 'American Protein Acquisition'). American Protein's facilities were
located in close proximity to the Company's Reedville, Virginia facility.
Shortly after completing this transaction, the Company closed the American
Protein processing plant and began integrating its assets into the Company's
existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment located at the Gulf Protein plant
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in liabilities (the 'Gulf Protein Acquisition,' and together with the
American Protein Acquisition, the 'Recent Acquisitions'). The Company accounted
for this acquisition as a purchase, thus the results of operations began being
included in the Company's Statement of Operations beginning November 25, 1997.
In connection with the Gulf Protein Acquisition, the Company also entered into a
five-year lease for the Gulf Protein plant at a $220,000 annual rental rate. The
Company is currently upgrading this plant's processing capabilities so that it
can manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     Such acquisitions were financed by a $28.1 million intercompany loan from
Zapata. The interest rate on this loan is 8.5% and is repayable in quarterly
installments beginning May 1, 1998. The loan matures August 1, 2002.
 
16. SUBSEQUENT EVENTS -- OTHER
 
MERGER INTO OMEGA PROTEIN CORPORATION
 
     On January 26, 1998, Marine Genetics Corporation merged into Omega Protein
Corporation, a Nevada corporation and wholly owned by Zapata, with Omega Protein
Corporation being the surviving entity. The common control merger was accounted
for at historical costs in a manner similar to that in a pooling of interests
accounting. In connection with the merger, Marine Genetics Corporation's
outstanding common stock was converted into Omega Protein Corporation common
stock at the rate of
 
                                      F-16
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
one share for 19,676 shares of Omega Protein Corporation common stock and Omega
Protein Corporation's pre-merger outstanding common stock was cancelled and
treated as treasury stock. As a result, the Company's capitalization is as
follows: authorized capital stock of 80,000,000 shares common stock, par value
$0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per
share; and outstanding shares of 19,676,000 shares of common stock.
 
CONTEMPLATED INITIAL PUBLIC OFFERING
 
     The Company is currently contemplating an Initial Public Offering of
8,500,000 of its common stock, with 4,000,000 shares being offered by the
Company and 4,500,000 shares being offered by Zapata Corporation. Also in
connection with the planned Initial Public Offering, the Company will have
authorized Preferred Stock of 10,000,000 shares at a $0.01 par value per share.
Zapata will own approximately 64.1% (approximately 59.7% if the underwriters'
over-allotment options are exercised in full) of the shares of common stock upon
completion of the Initial Public Offering.
 
REVOLVING LINE OF CREDIT
 
     On December 30, 1997, the Company entered into a commitment letter with a
financial institution to enter into a revolving line of credit with a maximum
credit limit of $20 million. Interest will be either LIBOR plus a margin of
1.35% to 1.50% or at prime minus 0.75%. The Company will be required to comply
with certain covenants upon the closing of this credit facility. The credit
facility will be collateralized by all of the Company's assets not pledged to
collateralize the Company's other borrowings exclusive of the Company's vessels
and real estate.
 
STOCK OPTION PLANS
 
1998 Long-Term Incentive Plan
 
     On January 26, 1998, the 1998 Long-Term Incentive Plan of the Company (the
'1998 Incentive Plan') was approved by the Company's Board. The 1998 Incentive
Plan provides for the grant of any or all of the following types of awards:
stock options, stock appreciation rights, stock awards and cash awards. The
Board granted 1,657,360 stock options under the 1998 Incentive Plan at $12.75
per share on January 26, 1998. These options granted vest ratably over three
years from the date of grant and expire ten years from the date of grant.
 
Non-Management Director Stock Option Plan
 
     On January 26, 1998, the Non-Management Director Stock Option Plan (the
'Directors Plan') was approved by the Board. The Directors Plan provides that
the initial Chairman of the Board be granted options to purchase 568,200 shares
of the common stock and each other initial non-employee director of the Company
will be granted options to purchase 14,200 shares of common stock at a price
determined by the Board. The Board granted 582,400 stock options under the
Directors Plan at $12.75 per share on January 26, 1998, of which 568,200 were
granted to the Chairman of the Board and 14,200 were granted to the other
non-management Board member. These options granted generally vest ratably over
the three years from the date of grant and expire ten years from the date of
grant.
 
17. IMPLEMENTATION OF SFAS 128
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. The Company adopted the
statement on October 1, 1997. Basic earnings per share was computed by dividing
income by the weighted average number of common shares outstanding. Diluted
 
                                      F-17
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
earnings per share was computed by dividing income by the sum of the weighted
average number of common shares outstanding and the effect of unexercised
employee stock options.
 
18. QUARTERLY FINANCIAL DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                       --------------------------------------------------
                                                       DECEMBER 31    MARCH 31    JUNE 30    SEPTEMBER 30
                                                       -----------    --------    -------    ------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                    <C>            <C>         <C>        <C>
Fiscal 1996
     Revenues.......................................     $23,466      $14,383     $20,920       $34,840
     Operating income...............................       3,063        1,980       3,771         1,690
     Net income.....................................       1,725        1,114       2,200           889
     Net income per share...........................     $  0.09      $  0.06     $  0.11       $  0.04
Fiscal 1997
     Revenues.......................................     $25,623      $22,964     $31,025       $37,952
     Operating income...............................       3,792        3,503       6,451         4,459
     Net income.....................................       2,225        2,185       3,713         2,302
     Net income per share...........................     $  0.11      $  0.11     $  0.19       $  0.12
</TABLE>
 
19. CERTAIN TRANSACTIONS AND ARRANGEMENTS BETWEEN THE COMPANY AND ZAPATA
(UNAUDITED)
 
     Upon completion of the Company's initial public offering, the Company and
Zapata will enter into certain agreements that will include the Separation,
Sublease, Registration Rights, Tax Indemnity and Administrative Services
Agreements. The Separation Agreement would require the Company to repay $33.3
million of indebtedness and current payables owed by the Company to Zapata
contemporaneously with the consummation of the Company's initial public offering
and would prohibit Zapata from competing with the Company for a period of five
years. The Sublease Agreement would provide for the Company to lease its
principal corporate offices in Houston, Texas from Zapata and would provide for
the Company to utilize certain shared office equipment for no additional charge.
The Registration Rights Agreement would set forth the rights and
responsibilities of each party concerning certain registration filings and would
provide for the sharing of fees and expenses related to such filings. The Tax
Indemnity Agreement would require the Company to be responsible for federal,
state and local income taxes from its operations and the Administrative Services
Agreement would allow the Company to provide certain administrative services to
Zapata at the Company's estimated cost.
 
                                      F-18


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,    DECEMBER 31,
                                                                                          1997             1997
                                                                                      -------------    ------------
                                                                                             (IN THOUSANDS,
                                                                                           EXCEPT FOR SHARES)
<S>                                                                                   <C>              <C>
                                      ASSETS
Current assets:
     Cash and cash equivalents.....................................................      $  5,504        $ 10,258
     Receivables, net..............................................................         9,936           9,387
     Inventories...................................................................        38,448          35,787
     Prepaid expenses and other current assets.....................................           746           1,368
                                                                                      -------------    ------------
          Total current assets.....................................................        54,634          56,800
                                                                                      -------------    ------------
Other assets.......................................................................         4,917           5,574
                                                                                      -------------    ------------
Property and equipment, net........................................................        40,889          68,246
                                                                                      -------------    ------------
          Total assets.............................................................      $100,440        $130,620
                                                                                      -------------    ------------
                                                                                      -------------    ------------
 
                       LIABILITIES AND STOCKHOLDER'S EQUITY
 
Current liabilities:
     Current maturities of long-term debt..........................................      $  1,034        $  1,540
     Accounts payable..............................................................         1,622           1,356
     Accrued liabilities...........................................................        15,423           8,208
     Amounts due to parent -- current..............................................         5,159           8,798
                                                                                      -------------    ------------
          Total current liabilities................................................        23,238          19,902
                                                                                      -------------    ------------
Long-term debt.....................................................................        11,294          11,282
                                                                                      -------------    ------------
Deferred income taxes..............................................................         1,180           1,280
                                                                                      -------------    ------------
Other liabilities..................................................................           374             374
                                                                                      -------------    ------------
Amounts due to parent -- non-current...............................................       --               28,116
                                                                                      -------------    ------------
Commitments and contingencies......................................................       --               --
Stockholder's equity:
     Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued...       --               --
     Common stock, $0.01 par value authorized; 80,000,000 shares; issued and
      outstanding: 19,676,000 shares...............................................           197             197
     Capital in excess of par value................................................        43,731          43,731
     Reinvested earnings, from October 1, 1990.....................................        20,426          25,738
                                                                                      -------------    ------------
          Total stockholder's equity...............................................        64,354          69,666
                                                                                      -------------    ------------
               Total liabilities and stockholder's equity..........................      $100,440        $130,620
                                                                                      -------------    ------------
                                                                                      -------------    ------------
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-19


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED
                                                                                             DECEMBER 31,
                                                                                        -----------------------
                                                                                         1996            1997
                                                                                        -------         -------
                                                                                            (IN THOUSANDS,
                                                                                           EXCEPT PER SHARE
                                                                                               AMOUNTS)
<S>                                                                                     <C>             <C>
Revenues........................................................................        $25,623         $29,503
Cost of sales...................................................................         20,806          19,274
                                                                                        -------         -------
Gross profit....................................................................          4,817          10,229
Selling, general and administrative.............................................          1,025           1,154
                                                                                        -------         -------
Operating income................................................................          3,792           9,075
Interest expense, net...........................................................           (202)           (379)
Other expense, net..............................................................             (1)            (13)
                                                                                        -------         -------
Income before income taxes......................................................          3,589           8,683
Provision for income taxes......................................................          1,364           3,371
                                                                                        -------         -------
Net income......................................................................        $ 2,225         $ 5,312
                                                                                        -------         -------
                                                                                        -------         -------
Net income per share (basic)....................................................        $  0.11         $  0.27
                                                                                        -------         -------
                                                                                        -------         -------
Average common shares outstanding...............................................         19,676          19,676
                                                                                        -------         -------
                                                                                        -------         -------
Net income per share (diluted)..................................................        $  0.11         $  0.27
                                                                                        -------         -------
                                                                                        -------         -------
Average common shares and common share equivalents outstanding..................         19,676          19,676
                                                                                        -------         -------
                                                                                        -------         -------
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-20
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                               DECEMBER 31,
                                                                                           ---------------------
                                                                                            1996          1997
                                                                                           -------      --------
                                                                                              (IN THOUSANDS)
<S>                                                                                        <C>          <C>
Cash flows provided by (used in) operating activities:
     Net income.......................................................................     $ 2,225      $  5,312
     Adjustments to reconcile net income to net cash provided by (used in) operating
      activities:
       Loss (gain) on disposal of assets, net.........................................       --              (30)
       Depreciation and amortization..................................................       1,155         1,672
       Deferred taxes.................................................................         186           100
       Changes in assets and liabilities, net of the effect of disposition:
          Receivables.................................................................       3,486           549
          Inventories.................................................................         587         2,661
          Prepaid expenses and other current assets...................................        (498)         (622)
          Accounts payable and accrued liabilities....................................      (6,729)       (7,481)
          Amounts due to parent.......................................................       1,462         3,639
          Other, net..................................................................         363           (58)
                                                                                           -------      --------
               Total adjustments......................................................          12           430
                                                                                           -------      --------
               Net cash provided by operating activities..............................       2,237         5,742
                                                                                           -------      --------
Cash flows provided by (used in) investing activities:
     Proceeds from sale of assets, net................................................       --              503
     Capital expenditures.............................................................      (1,698)       (1,102)
     Acquisitions.....................................................................       --          (28,116)
                                                                                           -------      --------
               Net cash used in investing activities..................................      (1,698)      (28,715)
                                                                                           -------      --------
Cash flow provided by (used in) financing activities:
     Long term debt...................................................................       1,849         --
     Borrowings from parent -- non-current............................................       --           28,116
     Principal payments of debt obligations...........................................        (119)         (389)
                                                                                           -------      --------
               Net cash provided by financing activities..............................       1,730        27,727
                                                                                           -------      --------
Net increase in cash and cash equivalents.............................................       2,269         4,754
Cash and cash equivalents at beginning of period......................................       2,899         5,504
                                                                                           -------      --------
Cash and cash equivalents at end of period............................................     $ 5,168      $ 10,258
                                                                                           -------      --------
                                                                                           -------      --------
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-21


<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1. FINANCIAL STATEMENTS
 
     The condensed consolidated financial statements included herein have been
prepared by Omega Protein Corporation ('Omega' or the 'Company'), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements reflect all adjustments that are, in the opinion of
management, necessary to fairly present such information. All such adjustments
are of a normal recurring nature. Although Omega believes that the disclosures
are adequate to make the information presented not misleading, certain
information and footnote disclosures, including a description of significant
accounting policies, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted pursuant to such rules and regulations. These consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto included in this Registration Statement.
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. The Company adopted the
statement October 1, 1997. Basic earnings per share was computed by dividing
income by the weighted average number of common shares outstanding. Diluted
earnings per share was computed by dividing income by the sum of the weighted
average number of common shares outstanding and the effect of unexercised
employee stock options.
 
     In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, 'Reporting Comprehensive Income' ('SFAS 130') which is effective for
fiscal years beginning after December 15, 1997. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. It requires (a) classification of items of other comprehensive
income by their nature in a financial statement and (b) display of the
accumulated balance of other comprehensive income separate from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. The Company will adopt the provisions of the statement in
fiscal 1999.
 
     In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, 'Disclosure about Segments of an Enterprise and Related
Information' ('SFAS 131') which is effective for periods beginning after
December 15, 1997. SFAS 131 establishes standards for reporting information
about operating segments in annual financial statements and requires selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. This Statement
supersedes SFAS 14, Financial Reporting for Segments of a Business Enterprise,
but retains the requirement to report information about major customers. The
Company will adopt the provisions of the statement in fiscal 1999.
 
     In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, 'Employers' Disclosures About Pensions and Other
Postretirement Benefits' ('SFAS 132') which is effective for fiscal year
beginning after December 15, 1997. SFAS 132 significantly changes current
financial statement disclosures requirements from those that were required under
SFAS 87, 'Employers' Accounting for Pensions,' SFAS 88, 'Employers' Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits,' and SFAS 106, 'Employers' Accounting for Postretirement
Benefits Other Than Pensions.' SFAS 132 does not change the existing measurement
or recognition provisions of FASB Statement Nos. 87, 88 or 106. It requires that
additional information be disclosed regarding changes in benefit obligation and
fair values of plan assets, standardizes the disclosure requirements for
pensions and other postretirement benefits and presents them in one footnote and
eliminates certain disclosures that are no longer considered useful. The Company
will adopt the provisions of the statement in fiscal 1999.
 
2. ASSET ACQUISITIONS
 
     On November 3, 1997, the Company acquired the fishing and processing assets
of American Protein, Inc. ('American Protein'), which operated ten steamers and
a menhaden processing plant in the Chesapeake Bay area, for $14.5 million in
cash (the 'American Protein Acquisition'). American
 
                                      F-22
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Protein's facilities were located in close proximity to the Company's Reedville,
Virginia facility. Shortly after completing this transaction, the Company closed
the American Protein processing plant and began integrating its assets into the
Company's existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment located at the Gulf Protein plant
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in liabilities (the 'Gulf Protein Acquisition,' and together with the
American Protein Acquisition, the 'Recent Acquisitions'). The Company accounted
for this acquisition as a purchase, thus the results of operations began being
included in the Company's Statement of Operations beginning November 25, 1997.
In connection with the Gulf Protein Acquisition, the Company also entered into a
five-year lease for the Gulf Protein plant at a $220,000 annual rental rate. The
Company is currently upgrading this plant's processing capabilities so that it
can manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     Such acquisitions were financed by a $28.1 million intercompany loan from
Zapata. The interest rate on this loan is 8.5% and is repayable in quarterly
installments beginning May 1, 1998. The loan matures August 1, 2002.
 
3. INVENTORY
 
     Inventory as of September 30, 1997 and December 31, 1997 is summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                                1997             1997
                                                                            -------------    ------------
                                                                                   (IN THOUSANDS)
<S>                                                                         <C>              <C>
Fish meal................................................................      $19,048          $18,909
Crude fish oil...........................................................       11,188            6,589
Other fish oil...........................................................        1,558            2,610
Fish solubles............................................................          983            1,282
Off-season costs.........................................................        2,420            3,392
Materials and supply.....................................................        3,353            2,978
Other....................................................................       --                  129
                                                                            -------------    ------------
                                                                                38,550           35,889
Less oil inventory reserve...............................................         (102)            (102)
                                                                            -------------    ------------
                                                                               $38,448          $35,787
                                                                            -------------    ------------
                                                                            -------------    ------------
</TABLE>
 
4. LITIGATION
 
     The Company is defending various claims and litigation arising from
operations. In the opinion of management, any losses resulting from these
matters will not have a material adverse affect on the Company's results of
operations, cash flows or financial position.
 
5. COMMITMENT LETTER FOR LINE OF CREDIT
 
     On December 30, 1997, the Company entered into a commitment letter with a
financial institution to enter into a revolving line of credit with a maximum
credit limit of $20 million. At the Company's election interest will be either
LIBOR plus a margin of 1.35 percent to 1.5 percent or at prime minus 0.75
percent. The Company will be required to comply with certain covenants upon the
closing of this credit facility. The credit facility will be collateralized by
all of the Company's assets not pledged to collateralize the Company's other
borrowings exclusive of the Company's vessels and real estate.
 
6. SUBSEQUENT EVENTS
 
MERGER INTO OMEGA PROTEIN CORPORATION
 
     On January 26, 1998, Marine Genetics Corporation merged into Omega Protein
Corporation, a Nevada Corporation and wholly owned by Zapata, with Omega Protein
Corporation being the surviving
 
                                      F-23
 

<PAGE>
<PAGE>

                           OMEGA PROTEIN CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
entity. The common control merger was accounted for at historical cost in a
manner similar to that in a pooling of interests accounting. In connection with
the merger, Marine Genetics Corporation's outstanding common stock was converted
into Omega Protein Corporation common stock at the rate of one share for 19,676
shares of Omega Protein Corporation common stock and Omega Protein Corporation's
pre-merger outstanding common stock was cancelled and treated as treasury stock.
As a result, the Company's capitalization is as follows: authorized capital
stock of 80,000,000 shares common stock, par value $0.01 per share, and
10,000,000 shares of preferred stock, par value of $0.01 per share, and
outstanding shares of 19,676,000 shares of common stock.
 
CONTEMPLATED INITIAL PUBLIC OFFERING
 
     The Company is currently contemplating an Initial Public Offering of
8,500,000 of its common stock, with 4,000,000 shares being offered by the
Company and 4,500,000 shares being offered by Zapata Corporation. Also in
connection with the planned Initial Public Offering, the Company will have
authorized Preferred Stock of 10,000,000 shares at $0.01 par value per share.
Zapata will own approximately 64.1% (approximately 59.7% if the underwriters'
over-allotment options are exercised in full) of the shares of common stock
outstanding upon completion of the Initial Public Offering.
 
STOCK OPTION PLANS
 
1998 Long-Term Incentive Plan
 
     On January 26, 1998, the 1998 Long-Term Incentive Plan of the Company (the
'1998 Incentive Plan') was approved by the Company's Board. The 1998 Incentive
Plan provides for the grant of any or all of the following types of awards:
stock options, stock appreciation rights, stock awards and cash awards. The
Board granted 1,657,360 stock options under the 1998 Incentive Plan at $12.75
per share on January 26, 1998. These options granted vest ratably over three
years from the date of grant and expire ten years from the date of grant.
 
Non-Management Director Stock Option Plan
 
     On January 26, 1998, the Non-Management Director Stock Option Plan (the
'Director Plan') was approved by the Board. The Directors Plan provides that the
initial Chairman of the Board be granted options to purchase 568,200 shares of
the common stock and each other initial non-employee director of the Company
will be granted options to purchase 14,200 shares of common stock at a price
determined by the Board. The Board granted 582,400 stock options under the
Directors Plan at $12.75 per share on January 26, 1998, of which 568,200 were
granted to the Chairman of the Board and 14,200 were granted to the other Board
member. These options granted generally vest ratably over the three years from
the date of grant and expire ten years from the date of grant.
 
7. CERTAIN TRANSACTIONS AND ARRANGEMENTS BETWEEN THE COMPANY AND ZAPATA
 
     Upon completion of the Company's initial public offering, the Company and
Zapata will enter into certain agreements that will include the Separation,
Sublease, Registration Rights, Tax Indemnity and Administrative Services
Agreements. The Separation Agreement would require the Company to repay $33.3
million of indebtedness and current payables owed by the Company to Zapata
contemporaneously with the consummation of the Company's initial public offering
and would prohibit Zapata from competing with the Company for a period of five
years. The Sublease Agreement would provide for the Company to lease its
principal corporate offices in Houston, Texas from Zapata and would provide for
the Company to utilize certain shared office equipment for no additional charge.
The Registration Rights Agreement would set forth the rights and
responsibilities of each party concerning certain registration filings and would
provide for the sharing of fees and expenses related to such filings. The Tax
Indemnity Agreement would require the Company to be responsible for federal,
state and local income taxes from its operations and the Administrative Services
Agreement would allow the Company to provide certain administrative services to
Zapata at the Company's estimated cost.
 
                                      F-24




<PAGE>
<PAGE>


                                   [PHOTOS]
 The Company's fish meal products are added to feeds to promote cost-effective
                              animal production.

                                   [PHOTOS]
 Menhaden oil, rich in nutritionally important Omega-3 fatty acids, is appoved
         by the FDA for human consumption and is used as a nutritional
                              supplement in foods.

                                   [PHOTOS]
 Fish solubles are an organic replacement/supplement for chemical fertilizers.




<PAGE>
<PAGE>

__________________________________            __________________________________
 
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS
PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
 
UNTIL APRIL 28, 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                                              PAGE
                                                                                                                              ----
<S>                                                                                                                           <C>
Prospectus Summary.........................................................................................................     3
Risk Factors...............................................................................................................     6
Company History and Recent Transactions....................................................................................    11
Use of Proceeds............................................................................................................    12
Dividend Policy............................................................................................................    12
Capitalization.............................................................................................................    13
Dilution...................................................................................................................    14
Selected Consolidated Financial Data.......................................................................................    15
Pro Forma Unaudited Consolidated Statement of Operations Data..............................................................    16
Management's Discussion and Analysis of Financial Condition and Results of Operations......................................    17
Business...................................................................................................................    24
Management.................................................................................................................    34
Principal and Selling Stockholders.........................................................................................    39
Certain Transactions and Arrangements Between the Company and Zapata.......................................................    40
Description of Capital Stock...............................................................................................    42
Shares Eligible for Future Sale............................................................................................    49
Underwriting...............................................................................................................    51
Legal Matters..............................................................................................................    52
Experts....................................................................................................................    52
Available Information......................................................................................................    53
Index to Financial Statements..............................................................................................   F-1
</TABLE>
 
                                8,500,000 Shares
 
                                     [Logo]
 
                                  Common Stock
 
                             ---------------------
                                   PROSPECTUS
                             ---------------------
 
                       PRUDENTIAL SECURITIES INCORPORATED
                            DEUTSCHE MORGAN GRENFELL
 
                                 April 2, 1998
 
__________________________________            __________________________________

                          STATEMENT OF DIFFERENCES
                          ------------------------

The trademark symbol shall be expressed as............................  'tm'
The registered trademark symbol shall be expressed as.................   'r'


<PAGE>



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