<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ZAPATA CORPORATION
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
989070R17
(CUSIP NUMBER)
BRAD S. AKIN, ESQ.
GRESHAM, DAVIS, GREGORY, WORTHY & MOORE
A PROFESSIONAL CORPORATION
112 EAST PECAN STREET, SUITE 900
SAN ANTONIO, TEXAS 78205
(210) 226-4157
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
APRIL 11, 1996
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON
SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE
SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE
FOLLOWING BOX [_]
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH
THE STATEMENT [_]
Page 1 of 7 Pages
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CUSIP NO. 989070R17 13D PAGE 2 0F 7 PAGES
- --------------------
<TABLE>
<CAPTION>
<S> <C>
_______________________________________________________________________________
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter M. Holt
S.S. No. ###-##-####
_______________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [___]
2 (b) [___]
________________________________________________________________________________
SEC USE ONLY
3
___________________________________________________________________________
SOURCE OF FUNDS
4 PF
- ------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) [__]
- ------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States of America
- ------------------------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER *Adjusted for 1:5 reverse stock split approved
NUMBER OF 7 189,980* by ZAPATA shareholders on April 27, 1994
SHARES __________________________________________________________________
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 43,088*
EACH __________________________________________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 189,980*
WITH _________________________________________________________________
SHARED DISPOSITIVE POWER
10 43,088*
_______________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 233,068*
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
____ __________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.79
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.25 per share (the
"Common Stock"), of Zapata Corporation ("Zapata"), a Delaware corporation whose
principal offices are located at 1 Riverway, 777 S. Post Oak Lane, Suite 2200,
Houston, Texas 77056. With respect to the disclosures herein, adjustment has
been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of
Shareholders held on April 27, 1994.
Item 2. Identity and Background.
This statement is being filed by Peter M. Holt ("Mr. Holt") whose business
address is S. W. W. White at Holt Avenue, San Antonio, Texas 78222. Mr. Holt
was a Director of Zapata from November, 1993 until his resignation in November,
1995. Mr. Holt is also the chief executive officer and a director of certain
other companies, including Caterpillar equipment dealerships and companies
engaged in used machinery sales, aircraft sales and real estate investments,
positions he has held with each such entity for more than the past five years.
In addition, Mr. Holt is advisory director of Texas Commerce Bank, San Antonio.
During the past five years, Mr. Holt has not been a party to a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where the result of such proceeding was a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws. Mr. Holt is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Mr. Holt will review his investment in Zapata on a continuing basis and,
depending upon the price and availability of such securities, subsequent
developments affecting Zapata, Zapata's business and prospects, other investment
and business opportunities available to Mr. Holt, general stock market and
economic conditions, tax considerations and other factors deemed relevant, he
may reevaluate his investment in Zapata.
Page 3 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) and (b)
Mr. Holt beneficially owns 233,068 shares of the Common Stock, which (based
on 29,548,407 shares of Common Stock outstanding on December 15, 1995)
represents 0.79% of the outstanding shares in that class of securities. The
nature of these holdings is as follows:
<TABLE>
<CAPTION>
NAME OF
PERSON VOTING DISPOSITIVE
OR ENTITY TOTAL SHARES POWER POWER
- --------- ------------ ------ -----------
<S> <C> <C> <C>
Peter H.Holt, 149,821 Sole Sole
individually
Peter Holt 28,033 Sole Sole
H-R Trust
S Stock GST 6,540 Shared(1) Shared(1)
Trust for
Peter H. Holt
Holt Corporate 6,163 Sole Sole
Stock Marital Trust-1985
Holt Corporate 5,963 Sole Sole
Stock Life Trust - 1985
Benjamin D. Holt, Jr. 36,548 Shared(1) Shared(1)
by Oral Proxy
------------
233,068
</TABLE>
(1) Benjamin D. Holt, Jr. is a co-trustee of the S Stock GST Trust for
Peter M. Holt and has granted an oral proxy to Peter M. Holt for the voting of
shares owned in his individual capacity. Benjamin D. Holt, Jr.'s business
address is S. W.W. White, Holt Avenue, San Antonio, Texas 78222. He is a private
investor and is director of several companies, including Caterpillar equipment
dealerships and companies engaged in used machinery sales, aircraft sales and
real estate investments, positions he has held with each such entity for more
than the past five years. During the past five years, Benjamin D. Holt, Jr. has
not been a party to a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where the result of
such proceeding was a judgment, decree or final order enjoining future
violations of, or prohibiting or
Page 4 of 7 Pages
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mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws. Benjamin D. Holt, Jr. is a citizen of
the United States of America.
(c)
(1) On December 29, 1994, Peter M. Holt made an aggregate gift of 9,392
shares to two trusts for the benefit of his children. On the same date, the
Peter M. Holt Grantor Trust made an aggregate gift of 2,460 shares to the same
trusts. Mr. Holt's wife is the sole trustee of each of such trusts.
(2) Between March 26, 1996 and March 29, 1996, Benjamin D. Holt, Jr. sold
an aggregate of 144,000 shares on the open market. The dates, numbers of shares
sold and price per share for such transactions is as follows:
<TABLE>
<CAPTION>
Date Shares Sold Price
- ---- ----------- --------
<S> <C> <C>
March 26, 1996 25,500 $ 3.220
March 27, 1996 8,500 $ 3.095
March 28, 1996 40,500 $ 3.220
39,500 $ 3.095
March 29, 1996 30,000 $ 3.220
-------
Total 144,000
</TABLE>
(3) Between April 1, 1996 and April 8, 1996, the Peter M. Holt Grantor
Trust sold an aggregate of 113,500 shares on the open market. The dates,
numbers of shares sold and price per share for such transactions is as follows:
<TABLE>
<CAPTION>
Date Shares Sold Price
- ---- ----------- ------
<S> <C> <C>
April 1, 1996 50,000 $3.220
April 2, 1996 15,000 $3.095
April 3, 1996 30,500 $3.220
April 4, 1996 14,000 $3.095
April 8, 1996 4,000 $3.220
-------
Total 113,500
</TABLE>
(4) On April 11, 1996, Peter M. Holt, Benjamin D. Holt, Jr., the S Stock
GST Trust for Peter M. Holt, the Holt Corporate Stock Life Trust - 1985, and the
Holt Corporate Stock Marital Trust - 1985 sold an aggregate of 2,132,585 shares
in a negotiated transaction. The name of the seller, number of shares sold and
price per share for such transaction is as follows:
<TABLE>
<CAPTION>
Seller Shares Sold Price
- ------ ----------- -----
<S> <C> <C>
Peter M. Holt 862,756 $3.44
S Stock Trust for Peter M. Holt 213,938 $3.44
Holt Corporate Stock Life Trust - 1985 194,923 $3.44
Holt Corporate Stock Marital Trust - 1985 201,419 $3.44
Benjamin D. Holt, Jr. 659,549 $3.44
---------
Total 2,132,585 $3.44
</TABLE>
Page 5 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect To Securities of the Issuer.
The Shares of common Stock acquired by Mr. Holt pursuant to the Merger,
Purchase and Sale Agreement, dated November 9, 1993, were included in Zapata's
Registration Statement on Form S-1, Registration No. 33-68034, declared
effective November 9, 1993, and pursuant thereto such Common Stock may be
offered for sale by Mr. Holt from time to time.
At present, there is an oral understanding between Mr. Holt and Benjamin D.
Holt, Jr., Mr. Holt's father, to the effect that Mr. Holt will have a proxy from
Mr. Holt, Jr. for purposes of voting shares of the Common Stock owned by him.
Other than the contracts, agreements and transactions described in this
Schedule 13D, there are no contracts, arrangements, understandings or
relationships with respect to any securities of Zapata which include Mr. Holt.
Item No. 7. Exhibits.
None.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
/s/ Peter M. Holt
----------------------------------------
Peter M. Holt
Dated: May 2, 1996
Page 7 of 7 Pages
