<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee required)
For the fiscal year ended September 30, 1993
Or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
----------- -----------
Commission file number: 1-4219
A. Full title of the Plan and the address of the plan, if different
from that of the issuer named below: ZAPATA HAYNIE CORPORATION PROFIT
SHARING/SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: ZAPATA CORPORATION, ONE
RIVERWAY, SUITE 2200, 777 SOUTH POST OAK LANE, HOUSTON, TEXAS 77056
<PAGE>
[LOGO OF ARTHUR ANDERSEN & CO. APPEARS HERE]
ARTHUR ANDERSEN & CO. SC
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1993
TOGETHER WITH AUDITORS' REPORT
F-1
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
INDEX TO FINANCIAL STATEMENTS, SCHEDULE AND EXHIBIT
---------------------------------------------------
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits, September 30, 1993
Statement of Net Assets Available for Plan Benefits, September 30, 1992
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended September 30, 1993
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended September 30, 1992
Notes to Financial Statements
Schedule I - Schedule of Assets Held for Investment Purposes, September 30, 1993
Exhibit 1 - Financial Statements and Schedules of the Zapata Corporation Master
Profit-Sharing Trust
F-2
<PAGE>
[LOGO OF ARTHUR ANDERSEN & CO. APPEARS HERE]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Pension and Benefits Committee
of Zapata Haynie Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Zapata Haynie Corporation Profit-Sharing/Savings Plan as of
September 30, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements and the schedule referred to below are the responsibility of the
Pension and Benefits Committee of Zapata Haynie Corporation. Our responsibility
is to express an opinion on these financial statements and schedule 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 financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Zapata
Haynie Corporation Profit-Sharing/Savings Plan as of September 30, 1993 and
1992, and the changes in its net assets available for Plan benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes, Schedule I, is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
[SIGNATURE OF ARTHUR ANDERSEN & CO. APPEARS HERE]
Houston, Texas
January 18, 1994
F-3
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
SEPTEMBER 30, 1993
------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock Loan
Fund Contract Fund Fund Fund Fund Total
----------- ------------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment in Zapata Corporation
Master Profit-Sharing Trust -
Schedule I (Exhibit 1) $1,165,757 $3,119,898 $162,097 $80,472 $ - $4,528,224
Contributions receivable-
Employee 10,507 546 2,761 - - 13,814
Employer 5,120 387,143 789 189 - 393,241
Loans to participants - - - - 133,436 133,436
---------- ---------- -------- ------- -------- ----------
1,181,384 3,507,587 165,647 80,661 133,436 5,068,715
---------- ---------- -------- ------- -------- ----------
LIABILITIES:
Refunds payable to
participants 14,493 12,253 3,111 4,443 - 34,300
---------- ---------- -------- ------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $1,166,891 $3,495,334 $162,536 $76,218 $133,436 $5,034,415
========== ========== ======== ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
SEPTEMBER 30, 1992
------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock Loan
Fund Contract Fund Fund Fund Fund Total
---------- ------------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment in Zapata
Corporation Master
Profit-Sharing Trust -
Schedule I (Exhibit 1) $1,178,692 $2,855,128 $119,327 $64,706 $ - $4,217,853
Contributions receivable-
Employee 6,024 9,021 977 462 - 16,484
Employer 4,901 391,737 798 404 - 397,840
Loans to participants - - - - 65,956 65,956
---------- ---------- -------- ------- ------- ----------
1,189,617 3,255,886 121,102 65,572 65,956 4,698,133
---------- ---------- -------- ------- ------- ----------
LIABILITIES:
Refunds payable to
participants 27,514 11,368 1,366 781 - 41,029
---------- ---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $1,162,103 $3,244,518 $119,736 $64,791 $65,956 $4,657,104
========== ========== ======== ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
STATEMENT OF CHANGES IN
-----------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 1993
-------------------------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock Loan
Fund Contract Fund Fund Fund Fund Total
------------ -------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $1,162,103 $3,244,518 $119,736 $ 64,791 $ 65,956 $4,657,104
CONTRIBUTIONS:
Employee 242,676 238,192 37,379 27,613 - 545,860
Employer 17,518 401,680 2,406 979 - 422,583
INTEREST AND DIVIDEND INCOME 33,370 198,425 11,031 108 7,960 250,894
REALIZED GAIN (LOSS) ON INVESTMENT IN (8,506) - 37 (539) - (9,008)
MASTER TRUST
UNREALIZED APPRECIATION
(DEPRECIATION) OF INVESTMENT IN (91,999) - 2,638 (476) - (89,837)
MASTER TRUST
WITHDRAWALS, net of transfers between (159,361) (513,367) (8,005) (16,258) 59,520 (637,471)
funds
ADMINISTRATIVE EXPENSES (28,910) (74,114) (2,686) - - (105,710)
---------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,166,891 $3,495,334 $162,536 $ 76,218 $133,436 $5,034,415
========== ========== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
STATEMENT OF CHANGES IN
-----------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 1992
-------------------------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock Loan
Fund Contract Fund Fund Fund Fund Total
----------- ------------- -------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $ 905,407 $2,857,396 $ 87,955 $40,355 $45,503 $3,936,616
CONTRIBUTIONS:
Employee 222,618 266,269 34,092 21,203 - 544,182
Employer 15,493 405,878 2,412 1,391 - 425,174
INTEREST AND DIVIDEND INCOME 29,337 203,188 8,225 93 5,730 246,573
REALIZED GAIN (LOSS) ON INVESTMENT IN (5,226) - (119) 42 - (5,303)
MASTER TRUST
UNREALIZED APPRECIATION
(DEPRECIATION) OF INVESTMENT IN 112,900 - 6,032 9,122 - 128,054
MASTER TRUST
WITHDRAWALS, net of transfers between
funds (96,325) (420,313) (17,034) (7,415) 14,723 (526,364)
ADMINISTRATIVE EXPENSES (22,101) (67,900) (1,827) - - (91,828)
---------- ---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,162,103 $3,244,518 $119,736 $64,791 $65,956 $4,657,104
========== ========== ======== ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 1993 AND 1992
---------------------------
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
----------------------
General
- -------
The Zapata Haynie Corporation Profit-Sharing/Savings Plan (the Plan) was adopted
October 1, 1985, under the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA) and was most recently amended and restated effective October
1, 1989, to comply with the Internal Revenue Code of 1986, as amended (the
Code). Zapata Haynie Corporation (the Company) is a wholly owned subsidiary of
Zapata Corporation (Zapata).
The assets of the Plan are managed together with those of the Zapata Corporation
Profit-Sharing Plan (Zapata Plan) under the Zapata Corporation Master Profit-
Sharing Trust (the Master Trust). Zapata established the Master Trust by an
agreement with First City, Texas, effective October 1, 1985. In October 1992,
the board of directors of Zapata removed First City, Texas, as trustee and
appointed NationsBank of Texas, N.A., as the successor trustee (the trustee).
Each plan holds an interest in the assets and liabilities in each of the funds
in the Master Trust.
The Plan and the Master Trust were established and are maintained for the
exclusive benefit of the participating employees, and no part of the Master
Trust assets will revert to the participating employer. The accounts of the
Plan are maintained on the cash basis of accounting and are adjusted to the
accrual basis each fiscal year-end for financial reporting purposes.
Investment in the Zapata Corporation
Master Profit-Sharing Trust
- ------------------------------------
The cost of the investment in the Master Trust represents the Plan's
proportionate share of the purchase price of the assets and reinvested earnings
on investments in the Master Trust. All dividend and interest income earned on
securities in the Master Trust is reinvested. The value of the investment in
the Master Trust is adjusted to reflect the earnings on investments plus the
market value appreciation or depreciation. See Exhibit 1 for summarized
financial information of the Master Trust.
The trustee maintains the Master Trust assets in four separate funds for
investment purposes as follows: (a) the Equity Fund, which is invested
principally in equity securities such as common stock of various corporations,
(b) the Money Market/Guaranteed Investment Contract Fund, which is invested in
guaranteed investment contracts issued by life insurance companies and short-
term money market funds, (c) the Fixed Income Fund, which is invested
predominantly in fixed income securities such as "high grade" corporate
obligations and obligations issued or fully guaranteed by the United States
Government and related agencies and (d) the Zapata Common Stock Fund, which is
invested in the common stock of Zapata. The Plan assets are invested together
with the fund assets of the Zapata Plan in the Master Trust in order to minimize
brokerage and investment fees and to maximize the rate of return on the assets
invested.
Each participant may, by written notice to the Pension and Benefits Committee
(the Committee), direct that his employee contribution (and employer matching
contribution) be invested under any one or combination of the funds described
above. The investment percentages made to each fund, however, must be in
increments of 10 percent. The annual employer profit-sharing contribution (see
Note 2) is invested in the Money Market/Guaranteed Investment Contract Fund.
F-8
<PAGE>
Income earned by the four investment funds described above is credited quarterly
to the participants in that fund on a pro rata basis, based on the balances of
the participants' accounts at the beginning of each quarter, increased by
contributions and loan repayments and reduced by distributions, withdrawals and
loans during the current quarter.
Withdrawals
- -----------
Refunds payable to participants of $34,300 and $41,029 at September 30, 1993 and
1992, respectively, are excess contributions which were returned to Plan
participants during December 1993 and 1992, respectively. Excess contributions
resulted from the "Plan's highly compensated group," as defined by the
applicable provisions of the Code, contributing more than they were allowed by
the Code regulations.
Benefits payable to withdrawing participants are included within net assets
available for Plan benefits and are not reflected as a liability in the
financial statements. As of September 30, 1993 and 1992, the benefits payable
to withdrawing participants were $113,791 and $81,721, respectively.
Administrative Expenses
- -----------------------
Administrative expenses, brokerage fees and transfer taxes are paid by the
Master Trust.
Federal Income Taxes
- --------------------
The Plan obtained its latest determination letter during 1987, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Committee and the Company's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of the financial statement date.
Reclassifications
- -----------------
Certain reclassifications to the 1992 amounts have been made to conform to 1993
classifications.
2. SUMMARY OF SIGNIFICANT
PROVISIONS OF THE PLAN:
-----------------------
General
- -------
The Plan is administered by the Committee appointed by the board of directors of
Zapata. Among other duties, it is the responsibility of the Committee to
interpret the Plan, decide all questions of eligibility and determine the
amount, manner and time of payment of any benefits.
Pursuant to the terms of the Plan, the Company entered into the Master Trust
agreement with First City, Texas. In October 1992, the board of directors of
Zapata removed First City, Texas, as trustee and appointed NationsBank of Texas,
N.A., as the successor trustee. All of the Plan's assets are maintained in the
Master Trust with the assets of the Zapata Plan. Among other duties, the
trustee is to invest assets in the Zapata Common Stock Fund, upon the direction
of the Committee, and to receive contributions and distribute benefits of the
Plan. An independent investment manager, Fayez-Sarofim, directs investments in
the Equity Fund and the Fixed Income Fund. The Committee directs all
investments made in the Money Market/Guaranteed Investment Contract Fund.
Hewitt Associates maintains the participating employees' account balances.
F-9
<PAGE>
Participants
- ------------
Employees become eligible to participate in the Plan on January 1, April 1, July
1 or October 1 after completion of one year of service with the employer. Each
employee of the Company who was a member of the Zapata Plan on September 30,
1985, is automatically a member of the Plan. As of September 30, 1993 and 1992,
there were 1,029 and 1,081 employees, respectively, participating in the Plan
with 323 and 295, respectively, of these employees making contributions to the
Plan.
Contributions
- -------------
Contributions may consist of employee contributions, matching contributions from
the employer and employer profit-sharing contributions. Employees make
contributions to the Plan at their own discretion. Contributions can be made in
any whole percent from 1 percent through 16 percent (as designated by the
employee) of compensation received from the employer. An employee's pretax
contribution cannot exceed 10 percent and his after-tax contribution cannot
exceed 16 percent. A participant may, by written direction, (a) change the rate
of contribution twice each Plan year effective the first day of the subsequent
Plan quarter or (b) discontinue his contributions at any time. However, in the
event such contributions are discontinued, they must be suspended for a period
of not less than one calendar quarter. Contributions may be resumed the
following January 1, April 1, July 1 or October 1. Further, each participant
may authorize the transfer of existing account balances twice each year among
the available investment funds in 10 percent increments. Participants'
contributions are remitted by the employer to the Plan's trustee on a regular
basis. Also, each quarter, the Company contributes to the Plan an amount equal
to 10 percent of each participant's first 6 percent of employee contributions
for each quarter regardless of whether the contributions were pretax or after
tax contributions.
Each Plan year, the Company also contributes its profit-sharing contribution to
the Plan, out of its current or accumulated earnings and profits, an amount
equaling 2 percent of each participating employee's compensation up to $228,860
and $222,220 for 1993 and 1992, respectively, indexed for inflation, plus any
discretionary contribution as determined by the board of directors. Consistent
with the prior year, the Company did not consider compensation of employees who
terminated during the year for reasons other than death, disability or
retirement in computing contribution requirements. No discretionary
contribution was made during the current or prior Plan year.
Withdrawals
- -----------
Any participant may withdraw all or any part of the after-tax contribution
account balance he has made to the Plan, as of any quarterly valuation date, by
giving at least 30 days' written notice. Such a withdrawal, however, causes the
participant to forfeit his right to withdraw any additional amounts from his
contribution account until the expiration of one complete year following the
date of the distribution. Subject to approval by the Committee, withdrawals may
be made from the pretax contribution account on or after the age of 59-1/2 or
for reasons of hardship after participating for one full Plan year.
Upon retirement, disability, death or termination of service, an employee is
entitled to receive the full amounts credited to his after-tax contribution,
pretax contribution, employer matching contribution and profit-sharing
contribution accounts.
No withdrawals are permitted from the employer contribution or the employer
contribution account.
Vesting
- -------
Participants are fully vested in both employer and employee contributions upon
entering the Plan.
F-10
<PAGE>
Loans to Participants
- ---------------------
Upon completion of one full Plan year of service, Plan participants are eligible
to obtain a loan from the Plan. Under the terms of the Plan, the loan amount
shall not exceed half of the participant's vested account balance. The maximum
loan amount is $50,000 and the minimum loan amount is $1,000. A member may not
have more than one loan outstanding at a time under the Plan, and a member is
limited to a maximum of one loan per year. The term of the loan shall not
exceed five years for a regular loan and 10 years for a primary residence loan.
Interest accrues on the outstanding principal balance of the loan at the
trustee's prime rate at the date of origination plus 2 percent.
F-11
<PAGE>
SCHEDULE I
ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN
-----------------------------------------------------
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
------------------------------------------------------------
SEPTEMBER 30, 1993
------------------
<TABLE>
<CAPTION>
Current
Market
Issuer and Description Cost Value
------------------------ ----------- -----------
<S> <C> <C>
INVESTMENT IN ZAPATA CORPORATION MASTER
PROFIT-SHARING TRUST*:
Equity Fund $ 730,919 $1,165,757
Money Market/Guaranteed Investment
Contract Fund 3,119,898 3,119,898
Fixed Income Fund 142,042 162,097
Zapata Common Stock Fund 128,906 80,472
---------- ----------
Total $4,121,765 $4,528,224
========== ==========
LOANS TO PARTICIPANTS* $ 133,436 $ 133,436
========== ==========
</TABLE>
* Indicates party in interest.
The foregoing notes to financial statements are an integral part of this
schedule.
F-12
<PAGE>
EXHIBIT 1
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
Statement of Participating Plans' Equity, September 30, 1993
Statement of Participating Plans' Equity, September 30, 1992
Statement of Earnings and Changes in Participating Plans' Equity for the Year
Ended September 30, 1993
Statement of Earnings and Changes in Participating Plans' Equity for the Year
Ended September 30, 1992
Notes to Exhibit
Schedule of Assets Held for Investment Purposes, September 30, 1993
Schedule of Reportable Transactions for the Year Ended September 30, 1993
F-13
<PAGE>
EXHIBIT 1
Continued
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
STATEMENT OF PARTICIPATING PLANS' EQUITY
----------------------------------------
SEPTEMBER 30, 1993
------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock
Fund Contract Fund Fund Fund Total
------------ ------------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Short-term investments $ 429,758 $6,894,076 $ 80,811 $ 4,662 $ 7,409,307
Common stock 9,661,804 - - 213,959 9,875,763
Preferred stock 181,500 - - - 181,500
Corporate obligations 149,813 - 938,377 - 1,088,190
U.S. Government agencies - - 1,035,223 - 1,035,223
Interest and dividends receivable 39,304 224 32,576 4 72,108
----------- ---------- ---------- -------- -----------
10,462,179 6,894,300 2,086,987 218,625 19,662,091
LIABILITIES:
Payables 40,855 35,680 6,890 - 83,425
----------- ---------- ---------- -------- -----------
PARTICIPATING PLANS' EQUITY
$10,421,324 $6,858,620 $2,080,097 $218,625 $19,578,666
=========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to exhibit and foregoing notes to the financial
statements of Zapata Haynie Corporation Profit-Sharing Plan are an integral
part of this exhibit.
F-14
<PAGE>
EXHIBIT 1
Continued
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
STATEMENT OF PARTICIPATING PLANS' EQUITY
----------------------------------------
SEPTEMBER 30, 1992
------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock
Fund Contract Fund Fund Fund Total
------------ ------------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Short-term investments $ 37,674 $6,826,580 $ 141,016 $ 5,287 $ 7,010,557
Common stock 11,596,103 - - 189,816 11,785,919
Preferred stock 400,500 - - - 400,500
Corporate obligations - - 898,734 - 898,734
U.S. Government agencies - - 997,998 - 997,998
Interest and dividends
receivable 47,537 725 31,856 - 80,118
Cash 44,781 15,593 4,962 8,001 73,337
----------- ---------- ---------- -------- -----------
12,126,595 6,842,898 2,074,566 203,104 21,247,163
LIABILITIES:
Payables 29,858 22,400 3,725 - 55,983
----------- ---------- ---------- -------- -----------
PARTICIPATING PLANS' EQUITY
$12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180
=========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to exhibit and foregoing notes to
the financial statements of Zapata Haynie Corporation Profit-Sharing
Plan are an integral part of this exhibit .
F-15
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPATING PLANS' EQUITY
----------------------------------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 1993
-------------------------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock
Fund Contract Fund Fund Fund Total
------------- -------------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
PARTICIPATING PLANS' EQUITY, beginning
of year $12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180
CONTRIBUTIONS:
Employee 396,911 309,306 58,550 26,238 791,005
Employer 30,168 403,442 3,657 3,258 440,525
INTEREST INCOME 13,166 441,322 160,138 320 614,946
DIVIDEND INCOME 299,015 - - - 299,015
GAIN (LOSS) ON SALE OF SECURITIES (80,994) _ 656 (575) (80,913)
UNREALIZED APPRECIATION (DEPRECIATION)
IN INVESTMENTS:
Common stocks (868,807) - - 15,748 (853,059)
Corporate obligations - - 33,836 - 33,836
ADMINISTRATIVE EXPENSES (154,863) (121,545) (23,129) - (299,537)
----------- ---------- ---------- -------- -----------
11,731,333 7,853,023 2,304,549 248,093 22,136,998
WITHDRAWALS, net of transfers
between funds (1,310,009) (994,403) (224,452) (29,468) (2,558,332)
----------- ---------- ---------- -------- -----------
PARTICIPATING PLANS' EQUITY, end of
year $10,421,324 $6,858,620 $2,080,097 $218,625 $19,578,666
=========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to exhibit and foregoing notes to the
financial statements of Zapata Haynie Corporation Profit-
Sharing Plan are an integral part of this exhibit.
F-16
<PAGE>
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
STATEMENT OF EARNINGS AND CHANGES IN PARTICIPATING PLANS' EQUITY
----------------------------------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 1992
-------------------------------------
<TABLE>
<CAPTION>
Money Market/ Zapata
Guaranteed Fixed Common
Equity Investment Income Stock
Fund Contract Fund Fund Fund Total
------------- -------------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
PARTICIPATING PLANS' EQUITY, beginning
of year $10,567,573 $6,612,045 $1,784,612 $153,211 $19,117,441
CONTRIBUTIONS:
Employee 1,037,772 507,137 126,521 21,522 1,692,952
Employer 72,503 122,679 8,842 12,969 216,993
INTEREST INCOME 7,135 551,442 154,041 376 712,994
DIVIDEND INCOME 313,503 - - - 313,503
GAIN (LOSS) ON SALE OF SECURITIES
(55,906) - (2,418) 1,255 (57,069)
UNREALIZED APPRECIATION IN INVESTMENTS:
Common stocks 1,205,036 - - 33,202 1,238,238
Preferred stocks 33,880 - - - 33,880
Corporate obligations - - 66,010 - 66,010
U.S. Treasury notes and
agencies - - 51,802 - 51,802
ADMINISTRATIVE EXPENSES (163,301) (126,003) (24,724) - (314,028)
----------- ---------- ---------- -------- -----------
13,018,195 7,667,300 2,164,686 222,535 23,072,716
WITHDRAWALS, net of transfers
between funds (921,458) (846,802) (93,845) (19,431) (1,881,536)
----------- ---------- ---------- -------- -----------
PARTICIPATING PLANS' EQUITY, end of
year $12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180
=========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to exhibit and foregoing notes to the financial
statements of Zapata Haynie Corporation Profit-Sharing Plan are an
integral part of this exhibit.
F-17
<PAGE>
EXHIBIT 1
Continued
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
NOTES TO EXHIBIT
----------------
SEPTEMBER 30, 1993 AND 1992
---------------------------
1. DESCRIPTION OF THE MASTER TRUST:
--------------------------------
General
- -------
Zapata Corporation created the Zapata Corporation Master Profit-Sharing Trust
(the Master Trust) effective October 1, 1985.
The Master Trust was established for the collective investment and reinvestment
of funds contributed by defined contribution plans of Zapata Corporation
(Zapata) and subsidiaries (collectively the Company). As of September 30, 1993,
only the Zapata Corporation Profit-Sharing Plan (Zapata Plan) and the Zapata
Haynie Corporation Profit-Sharing/Savings Plan (Zapata Haynie Plan) participate
in the Master Trust. Employees of Zapata Haynie Corporation, a wholly owned
subsidiary of Zapata, participate in the Zapata Haynie Plan, and the employees
of Zapata and certain of its other subsidiaries participate in the Zapata Plan.
The Master Trust is administered by the Pension and Benefits Committee (the
Committee) appointed by the board of directors of Zapata. Among other duties,
it is the responsibility of the Committee to interpret the plans and Master
Trust, decide all questions of eligibility and determine the amount, manner and
time of payment of benefits. Pursuant to the terms of the plans, Zapata entered
into a trust agreement with First City, Texas. In October 1992, the board of
directors of Zapata removed First City, Texas, as trustee and appointed
NationsBank of Texas, N.A., as the successor trustee (the trustee). Among other
duties, the trustee is to receive contributions and distribute benefits and make
investments as directed. All property and funds of the plans, including income
from investments and contributions, are held by the trustee and retained for the
exclusive benefit of the participants.
Investments
- -----------
The trustee maintains the Master Trust's assets in four separate funds for
investment purposes as follows: (a) the Equity Fund, which is invested
principally in equity securities such as common stock of various corporations,
(b) the Money Market/Guaranteed Investment Contract Fund, which is invested in
guaranteed investment contracts issued by life insurance companies and short-
term money market funds, (c) the Fixed Income Fund, which is invested
predominantly in fixed income securities such as "high grade" corporate
obligations and obligations issued or fully guaranteed by the United States
Government and related agencies and (d) the Zapata Common Stock Fund, which is
invested in the common stock of Zapata. The trustee, upon the direction of the
Committee, directs the investments in the Zapata Common Stock Fund. An
independent investment manager, Fayez-Sarofim, directs investments in the Equity
Fund and the Fixed Income Fund. The Committee directs all investments made in
the Money Market/Guaranteed Investment Contract Fund.
F-18
<PAGE>
EXHIBIT 1
Continued
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
----------------------
Basis of accounting
- -------------------
The financial statements of the Master Trust are presented on the accrual basis
of accounting. The accounts of the Master Trust are maintained on the cash
basis and are adjusted to the accrual basis each fiscal year-end for financial
reporting purposes.
Investments
- -----------
All investments have been recorded in the financial statements at their current
market value as of the respective fiscal year-end.
Administrative Expenses
- -----------------------
For the 1993 and 1992 plan years, all administrative expenses including trustee,
insurance, investment consultants, legal and audit fees were paid by the Master
Trust.
Federal Income Taxes
- --------------------
The Company obtained its latest determination letter during 1987, in which the
Internal Revenue Service stated that the participating plans, as then designed,
were in compliance with the applicable requirements of the Internal Revenue
Code. The participating plans have been amended since receiving the
determination letter. However, the Committee and the Company's tax counsel
believe that the plans are currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, they
believe that the plans were qualified and the related trust was tax-exempt as of
the financial statement date.
3. SUBSEQUENT EVENT:
-----------------
Effective September 30, 1992, Zapata terminated agreements with Arethusa
(Off-Shore) Limited (Arethusa) and its subsidiaries pursuant to which Zapata
managed the operation of Arethusa's rigs. In connection therewith, Arethusa
agreed to establish a profit-sharing plan into which Zapata will transfer
participant account balances with respect to certain employees who terminated
their employment with Zapata and became employees of Arethusa. Such transfer
was accomplished in October 1993 after Arethusa established a plan and received
a favorable determination letter from the Internal Revenue Service. The account
balances for participants in the Zapata Plan who are employees of Arethusa are
included in the Zapata Plan financial statements as of September 30, 1993 and
1992. There were 492 and 509 participants, respectively, who were employees of
Arethusa with aggregate account balances of $8,428,947 and $9,706,736 at
September 30, 1993 and 1992, respectively. In October 1993, the aggregate
account balances of the participants who were employees of Arethusa were
transferred to the Arethusa profit-sharing plan.
F-19
<PAGE>
EXHIBIT 1
Continued
SCHEDULE 1
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
------------------------------------------------------------
SEPTEMBER 30, 1993
------------------
<TABLE>
<CAPTION>
Maturity
Value or
Number of Market
Shares Description Cost Value
- --------- ---------------------------------- --------- ---------
<C> <S> <C> <C>
EQUITY FUND
-----------
COMMON STOCK:
Basic industries-
2,700 Dow Chemical Company $151,572 $157,950
4,500 E.I. DuPont de Nemours & Co. 92,114 209,250
1,500 Rohm & Haas Company 82,340 75,562
2,100 Temple Inland Corp. 18,587 86,100
3,000 Kimberly-Clark Corp. 157,870 147,000
Consumer nondurable products-
2,000 Anheuser-Busch Companies Inc. 22,212 91,750
20,000 Coca-Cola Company 87,988 845,000
3,800 Disney Walt Company 120,360 143,450
4,000 General Mills Incorporated 252,778 241,000
4,500 Gillette Company 179,605 258,750
4,000 Kellogg Company 67,632 198,000
9,000 Pepsico Inc. 277,665 353,250
8,000 Nestle Sponsored ADR 237,813 306,728
2,500 Nike Inc. Class B 181,212 112,500
13,500 Philip Morris Companies Inc. 51,305 619,312
5,500 Procter & Gamble Company 107,079 261,250
5,000 Readers Digest Association Inc. 148,300 188,750
10,000 Sara Lee Corp. 224,175 236,250
800 Tambrands 49,748 33,900
Energy-
2,500 Chevron Corporation 76,859 244,375
2,000 Exxon Corporation 118,495 131,000
2,500 Mobil Corporation 41,999 204,062
2,500 Royal Dutch Petroleum Company 65,059 254,062
Financial services-
1,200 Federal National Mortgage Assoc. 94,422 94,500
3,000 Merrill Lynch & Co., Inc. 201,268 294,000
4,580 Unitrin Inc. 30,518 202,665
</TABLE>
The foregoing notes to financial statements of Zapata Corporation
Master Profit-Sharing Trust and Zapata Haynie Corporation Profit-
Sharing/Savings Plan are an integral part of this exhibit.
F-20
<PAGE>
EXHIBIT 1
Continued
SCHEDULE I
Continued
<TABLE>
<CAPTION>
Maturity
Value or
Number Market
of Shares Description Cost Value
- --------- ------------------------------------ ---------- ----------
<S> <C> <C> <C>
COMMON STOCK (Continued):
Health and personal care-
4,000 American Home Products Corporation 92,901 244,000
3,000 Amgen Inc. 200,875 115,875
16,000 Merck & Company Inc. 323,040 492,000
5,000 Pfizer Inc. 360,488 297,500
Multi-industry-
2,500 Minnesota Mining & 175,858 257,188
Manufacturing Co.
3,000 WMX Technologies, Inc. 119,180 91,500
Retailing and Merchandising-
3,000 American Stores Company 125,715 127,125
4,500 May Department Stores Company 35,041 195,750
7,000 Johnson & Johnson 325,300 275,625
4,000 Toys R Us Inc. 108,575 147,500
6,000 Wal-Mart Stores Incorporated 139,680 147,750
Technology-
2,000 Emerson Electric Company 121,620 117,750
5,800 General Electric Company 101,418 556,075
2,500 Motorola, Inc. 172,337 252,500
Office business machine-
6,000 American Telephone & Telegraph 236,610 353,250
---------- -----------
Total common stock 5,777,613 9,661,804
---------- -----------
PREFERRED STOCK:
6,000 Cooper Industries Inc. 195,235 181,500
---------- -----------
CONVERTIBLE BONDS:
141,000 Time Warner Inc., 8.75% convertible
sub. deb., due January 10, 2015 147,698 149,813
---------- -----------
SHORT-TERM INVESTMENTS:
429,758 NationsBank, Nations Prime 429,756 429,758
---------- -----------
Total Equity Fund Investments $6,550,302 $10,422,875
========== ===========
MONEY MARKET/GUARANTEED INVESTMENT
CONTRACT FUND
SHORT-TERM INVESTMENTS:
164,131 NationsBank, Nations Prime $ 164,131 $ 164,131
6,729,945 IDS Trust Collective Income Fund 6,729,945 6,729,945
---------- -----------
Total Money Market/Guaranteed
Investment Contract
Fund investments $6,894,076 $ 6,894,076
========== ===========
</TABLE>
The foregoing notes to financial statements of Zapata Corporation
Master Profit-Sharing Trust and Zapata Haynie Corporation Profit-
Sharing/Savings Plan are an integral part of this exhibit.
F-21
<PAGE>
EXHIBIT 1
Continued
SCHEDULE I
Continued
<TABLE>
<CAPTION>
Maturity
Value or
Number of Market
Shares Description Cost Value
- --------- --------------------------------- --------- ---------
<S> <C> <C> <C>
FIXED INCOME FUND
CORPORATE OBLIGATIONS:
350,000 American General Corporation, 9.625%
note, due July 15, 2000 $ 356,517 $ 423,973
150,000 Philip Morris Inc., 7.625% note, due
May 15, 2002 151,500 162,987
300,000 U.S. West Financial, 8.85% term note,
due September 20, 1999 282,537 351,417
---------- ----------
Total corporate obligations 790,554 938,377
---------- ----------
U.S. GOVERNMENT AGENCIES:
U.S. Treasury Notes-
125,000 6.375% note, due January 15, 1999 128,086 133,847
400,000 10.50% note, due August 15, 1995 403,625 447,876
400,000 Federal National Mortgage Association,
8.15%, due May 11, 1998 394,750 453,500
--------- ----------
Total U.S. Government agencies 926,461 1,035,223
---------- ----------
SHORT-TERM INVESTMENTS:
80,811 NationsBank, Nations Prime 80,811 80,811
---------- ----------
Total fixed Income Fund Investments $1,797,826 $ 2,054,411
========== ===========
ZAPATA COMMON STOCK FUND
*213,959 ZAPATA CORPORATION COMMON STOCK $1,016,595 $ 213,959
SHORT-TERM INVESTMENTS:
4,662 NationsBank, Nations Prime 4,662 4,662
---------- ----------
$1,021,257 $ 218,621
========== ==========
</TABLE>
The foregoing notes to financial statements of Zapata Corporation
Master Profit-Sharing Trust and Zapata Haynie Corporation Profit-
Sharing/Savings Plan are an integral part of this exhibit.
*Indicates party in interest.
F-22
<PAGE>
EXHIBIT 1
Continued
SCHEDULE II
ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
---------------------------------------------
ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
----------------------------------------------
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
------------------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 1993
-------------------------------------
<TABLE>
<CAPTION>
Carrying Gain
Value of Purchase Selling (Loss) on
Description Asset Price Price Transaction
- ---------------------------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
SHORT-TERM INVESTMENTS:
NationsBank-
EBP Short-Term
Investment Fund-
223 dispositions $3,704,206 $ - $3,704,206 $ -
299 acquisitions 3,704,206 3,704,206 - -
</TABLE>
The foregoing notes to financial statements of Zapata Corporation
Master Profit-Sharing Trust and Zapata Haynie Corporation Profit-
Sharing/Savings Plan are an integral part of this exhibit.
F-23
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on behalf of the undersigned
hereto duly authorized.
ZAPATA HAYNIE CORPORATION
Profit Sharing/Savings Plan
/s/ Thomas H. Bowersox
March 29, 1994 --------------------------
Thomas H. Bowersox
Vice President
