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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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<S> <C> <C>
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4219
ZAPATA CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
STATE OF DELAWARE C-74-1339132
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 ST. JAMES PLACE, SUITE 550 77056
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 940-6100
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
Common Stock, $0.25 par value............................... New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
On December 17, 1997, there were outstanding 22,909,870 shares of the
Company's Common Stock, $0.25 par value. The aggregate market value of the
Company's voting and non-voting common equity held by nonaffiliates of the
Company is $86,010,664, based on the closing price in consolidated trading on
December 17, 1997, for the Company's Common Stock.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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The information appearing on Part III to the Company's Annual Report on
Form 10-K for the year ended September 30, 1997 is amended to read in its
entirety as set forth below.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The information set forth under "Items 1. and 2. Business and
Properties -- Executive Officers of the Registrant" is incorporated herein by
reference.
Set forth below is information respecting the directors of the Company.
Each director is elected for a term of three years and serves until his
successor is elected and qualified, except the directors occupying four newly
created directorships added in 1997 will serve until the next annual meeting of
stockholders. Ages given are as of December 17, 1997.
Malcolm I. Glazer, a director since 1993, has served as Chairman of the
Board of Directors since July 1994, and served as President and Chief Executive
Officer of Zapata from August 1994 until March 1995. He also has been a
self-employed private investor for more than the past five years. His
diversified portfolio consists of ownership of the Tampa Bay Buccaneers National
Football League franchise and investments in television broadcasting,
restaurants, food services equipment, health care, banking, real estate and
stocks. He is a director of Specialty Equipment Companies, Inc. He is 69 years
of age. His current term of office as a director expires at the annual meeting
of stockholders to be held in 1999.
Warren H. Gfeller has served as a director since 1997. Mr. Gfeller is the
owner of Clayton/Hamilton Equities, which has investments in companies that are
engaged primarily in agriculture and agricultural products and services. Mr.
Gfeller was the President, Chief Executive Officer and a director of Ferrellgas,
Inc. in Liberty, Missouri from 1983 to 1991. Mr. Gfeller also serves as a
director of Houlihan's Restaurant Group, Inc., Gardner Bancshares, Inc., House
Specialities, L.L.C. and Kansas Wildscape Foundation. Malcolm I. Glazer is the
beneficial owner of Houlihan's Restaurant Group, Inc. Mr. Gfeller is 45 years of
age and serves on the Audit Committee of the Company's Board of Directors. His
current term of office as a director expires at the 1997 annual meeting of
stockholders.
Avram A. Glazer, a director since 1993, has served as President and Chief
Executive Officer of the Company since March 1995. 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. He is 37 years of age and his
current term of office as a director expires at the 1997 annual meeting of
stockholders. Avram A. Glazer is a son of Malcolm I. Glazer.
Bryan G. Glazer has served as a director since 1997. 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 the Tampa Bay Performing Arts Center. He is 33 years old
and is a son of Malcolm I. Glazer. His current term of office as a director
expires at the 1997 annual meeting of stockholders.
Edward S. Glazer has served as a director since 1997. 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 is 28
years of age and is a son of Malcolm I. Glazer. His current term of office as a
director expires at the 1997 annual meeting of stockholders.
Ronald C. Lassiter has been a director since 1974. Mr. Lassiter is Chairman
and Chief Executive Officer of Daniel Industries, Inc., a company involved in
fluid measurement and flow control products and services for the oil and gas
industry. He previously served as the Chairman and Chief Executive Officer of
Marine Genetics Corporation (formerly Zapata Protein, Inc., a wholly owned
subsidiary of the Company) from January 1993 to July 1997, as Acting Chief
Operating Officer of Zapata from December 1994 to March 1995, Chairman of the
Board of Directors of Zapata from December 1985 to July 1994, Chief Executive
Officer of
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Zapata from January 1983 to July 1994, and various other positions with Zapata
since 1970. He is 65 years of age. His current term of office as a director
expires at the annual meeting of stockholders to be held in 1999.
Robert V. Leffler, Jr. has served as a director since May 1995. For more
than the past five years, he has operated the Leffler Agency, an advertising and
marketing/public relations firm in Baltimore, Maryland that specializes in
sports, rental real estate and broadcast media. Among the clients of the Leffler
Agency are the Tampa Bay Buccaneers, owned by Malcolm I. Glazer. Mr. Leffler is
52 years of age and serves on the Audit Committee and the Compensation Committee
of the Company's Board of Directors. His current term of office as a director
expires at the 1998 annual meeting of stockholders.
David N. Litman has served as a director since 1997. For the past five
years, he has been Associate Vice President of The Carey Winston Company, a
commercial real estate firm. He has twelve years of experience in commercial
real estate investments, sales and services. Mr. Litman is 34 year of age and
serves on the Compensation Committee of the Company's Board of Directors. His
current term of office as a director expires at the 1997 annual meeting of
stockholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of copies of Forms 3 and 4 and amendments
thereto furnished to the Company during the fiscal year ended September 30, 1997
and Forms 5 and amendments thereto with respect to such year and certain written
representations that no Form 5 is required, the Company is not aware of any
failure on the part of any person subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
Company during fiscal 1997 to file on a timely basis any form or report required
by Section 16(a) of the Exchange Act during such fiscal year or prior fiscal
years.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information regarding compensation with
respect to the fiscal years ended September 30, 1997, 1996 and 1995 for services
in all capacities rendered to the Company and its subsidiaries by the Company's
chief executive officer and the other most highly compensated executive officers
of the Company with annual salary and bonus compensation in excess of $100,000
who were serving as executive officers on September 30, 1997 and one additional
executive officer (Mr. Lassiter) who ceased to serve as an executive officer
prior to that date (the "Named Officers").
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
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NUMBER OF SECURITIES
UNDERLYING OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(#) COMPENSATION
--------------------------- ---- -------- -------- ---------------------- ------------
<S> <C> <C> <C> <C> <C>
Malcolm I. Glazer................................. 1997 $109,936 -- 325,000 --
Chairman(1) 1996 20,000 -- -- --
1995 20,000 -- -- --
Avram A. Glazer................................... 1997 300,000 -- 625,000 --
President and Chief Executive Officer(2) 1996 300,000 -- -- --
1995 183,240 -- -- --
Ronald C. Lassiter................................ 1997 151,250 -- -- $565,383
Formerly Chairman and Chief Executive Officer 1996 215,900 $ 73,600 -- --
of Marine Genetics Corporation(3) 1995 197,000 -- -- --
Joseph L. von Rosenberg III....................... 1997 184,569 150,000 330,000 9,000(1)
President and Chief Executive Officer 1996 129,687 50,000 -- 9,218(1)
of Marine Genetics Corporation 1995 117,750 25,000 -- --
Robert A. Gardiner................................ 1997 125,768 25,000 250,000 9,000(1)
Senior Vice President and Chief Financial
Officer 1996 100,695 25,000 -- 6,722(1)
1995 85,785 15,000 -- 5,464(1)
</TABLE>
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(1) In May 1997, Mr. M. Glazer began to receive a regular salary as Chairman of
the Board. Amounts in the "Salary" column also include director fees of
$11,918, $20,000 and $20,000 for fiscal years 1997, 1996 and 1995,
respectively.
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(2) In March 1995, Mr. A. Glazer was elected as President and Chief Executive
Officer of Zapata. In addition to regular salary, the amount shown in the
"Salary" column includes director and board committee fees for the portion
of the 1995 fiscal year during which Mr. A. Glazer was not an executive
officer.
(3) Amounts in the "Salary" column include amounts paid to Mr. Lassiter under
the consulting agreement between Zapata and Mr. Lassiter described below
under "-- Employment Agreements" for the period prior to the time he ceased
to serve as an executive officer. The amount in the "All Other Compensation"
column is the lump sum amount paid pursuant to the termination provisions of
that agreement upon his resignation from the positions indicated. Amounts in
the "Salary" column also include director and board committee fees of
$20,000, $40,900 and $20,000 for fiscal years 1997, 1996 and 1995,
respectively.
(4) The amounts indicated represent Zapata's contributions to its profit-sharing
plan.
While the officers of Zapata receive benefits in the form of certain
perquisites, none of the Named Officers has received perquisites which exceed in
value the lesser of $50,000 or 10% of such officer's salary and bonus for any of
the fiscal years shown in the Summary Compensation Table.
FISCAL YEAR-END OPTION VALUES
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NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
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NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
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Avram A. Glazer.................................. 20,000/625,000 $26,250/$1,640,625
Malcolm I. Glazer................................ 20,000/325,000 26,250/853,125
Joseph L. von Rosenberg III...................... 20,000/330,000 38,750/866,250
Robert A. Gardiner............................... 6,000/250,000 24,750/656,250
</TABLE>
On September 30, 1997, the closing price per share of Common Stock on the
NYSE was $7.25. No options were exercised by any of the Named Officers in fiscal
1997.
The following table provides information concerning grants of stock options
made to the Named Officers during the fiscal year ended September 30, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
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PERCENT OF
NUMBER OF TOTAL POTENTIALLY REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM(B)
GRANTED IN PRICE EXPIRATION -----------------------------
NAME (#)(A) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------- ----------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Avram A. Glazer........... 625,000 29.2% $4.625 07/11/07 $1,817,899 $4,606,912
Malcolm I. Glazer......... 325,000 15.2% $4.625 07/11/07 945,307 2,395,594
Joseph L. von Rosenberg... 330,000 15.4% $4.625 07/11/07 959,851 2,432,449
Robert A. Gardiner........ 250,000 11.7% $4.625 07/11/07 727,160 1,842,765
</TABLE>
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(a) Stock options are awarded at the fair market value of Common Stock at the
date of award and become exercisable at the rate of one-third per year
commencing one year after the date of award.
(b) The amounts shown as potentially realizable values are based on arbitrarily
assumed rates of stock price appreciations of 5% and 10% over the full term
of the options (10 years), in accordance with applicable SEC regulations.
The actual value that may be realized from the option grants is dependent on
future performance on the Common Stock and overall market conditions. There
is no assurance that the values reflected in this table will be achieved.
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PENSION PLAN INFORMATION
Effective January 15, 1995, Zapata amended its Pension Plan to provide that
highly compensated employees (those having covered annual compensation in excess
of $66,000) will not earn additional benefits under the plan after that date. In
addition, Zapata terminated its Supplemental Pension Plan except with respect to
benefits already accrued. Named Officers who are participants in the Pension
Plan include Messrs. von Rosenberg and Gardiner. Mr. Lassiter retired for
purposes of the Pension Plan effective August 1, 1994 and receives annual
benefits of $87,860 under the Pension Plan and $101,512 under the Supplemental
Pension Plan. Upon retirement, the estimated annual benefits payable under the
Pension Plan to Mr. von Rosenberg and Mr. Gardiner are $1,205 and $18,400,
respectively (assuming payments commence at age 65 on a single life annuity
basis).
EMPLOYMENT AGREEMENTS
Effective as of March 15, 1991, Zapata entered into an employment agreement
with Mr. Lassiter. The agreement provided for continuation of salary for a
three-year period following termination of employment under certain
circumstances occurring within two years after a change of control. A "change of
control" for purposes of this provision occurred in July 1992. As a result of
the change in Mr. Lassiter's responsibilities in July 1994, Mr. Lassiter
terminated his employment under this provision of his contract. Subsequently,
Mr. Lassiter entered into a consulting agreement (the "Lassiter Consulting
Agreement") with Zapata under which he agreed to serve as Chairman and Chief
Executive Officer of Marine Genetics Corporation for the same aggregate
compensation he would have been entitled to receive under the termination
provisions of the employment agreement, with the payment schedule deferred over
a more extended period of time so long as Mr. Lassiter continued to serve under
the Lassiter Consulting Agreement. In July 1997, Mr. Lassiter resigned as
Chairman and Chief Executive Officer of Marine Genetics Corporation and in
accordance with the terms of the Lassiter Consulting Agreement, Zapata paid Mr.
Lassiter the remaining balance due of $565,383 under such contract. The payments
to Mr. Lassiter under the provisions of the Lassiter Consulting Agreement are
included in the "Salary" and "All Other Compensation" columns of the Summary
Compensation Table.
Effective as of June 1, 1996, Zapata entered into an employment agreement
with Mr. von Rosenberg. The agreement provides for a base salary of $165,000 per
year. The base salary is subject to review at least annually, provided that it
may not be decreased without Mr. von Rosenberg's consent. Under the agreement,
Mr. von Rosenberg is entitled to receive a bonus of at least $50,000 for the
1996 calendar year. Prior to any change in control of Zapata, the agreement
provides for a payment to Mr. von Rosenberg of 150% of his base salary in the
event of termination of his employment with Zapata (i) by Mr. von Rosenberg for
Good Reason (as defined in the employment agreement) or (ii) by Zapata without
Cause (as defined in the employment agreement). Following any change in control
of Zapata, Mr. von Rosenberg generally would be entitled to an amount equal to
2.99 times his average annual compensation for the five-calendar-year period
immediately preceding the change in control in the event of termination of his
employment with Zapata (i) by Mr. von Rosenberg for Good Reason within one year
after the change in control or (ii) by Zapata without Cause. The agreement
terminates on November 30, 1997 but will be renewed automatically for each
subsequent 18-month period, except as the parties may otherwise agree.
COMPENSATION OF DIRECTORS
During the fiscal year ended September 30, 1997, those members of the Board
of Directors who were not employees of the Company were paid an annual retainer
of $20,000 (paid on a quarterly basis), plus $1,000 for each committee of the
Board of Directors on which a member of the Board of Directors served. Those
directors who also are employees of the Company do not receive any additional
compensation for their services as directors.
Pursuant to Zapata's Amended and Restated Special Incentive Plan, each
nonemployee director of Zapata automatically receives, following initial
appointment or election to the Board of Directors, a grant of options to
purchase 20,000 shares of Common Stock at the fair market value on the date of
the grant. Each such option is exercisable in three equal annual installments
after the date of the grant.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the fiscal year ended September 30, 1997, the functions of the
Compensation Committee were initially carried out by the Board of Directors.
During the portion of the fiscal year in which the functions of the Compensation
Committee were carried out by the full Board of Directors, officers (other than
directors) who participated in deliberations of the Board of Directors
concerning executive officer compensation included Mr. von Rosenberg. On June 4,
1997, the Compensation Committee was reconstituted and Messrs. Leffler and
Litman were appointed as the Committee's members. Messrs. A. Glazer and Lassiter
were officers of Zapata (or one or more of its subsidiaries) during the fiscal
year ended September 30, 1997.
Certain directors of the Company, including Messrs. A. Glazer, M. Glazer,
Leffler and Lassiter, have been named as defendants in certain litigation
involving the Company, as described in Item 3 of the Part I of this Annual
Report to Form 10-K. Pursuant to by-law provisions and indemnification
agreements, the Company has agreed to indemnify and advance expenses to the
directors to the fullest extent permitted by applicable law. Expenses incurred
by the Company since September 30, 1996 in connection with the defense of these
actions and the conclusion of two of the cases aggregated approximately $2.8
million, a portion of which the Company expects to be reimbursed through
insurance coverage.
On May 6, 1996, Darcie Glazer became employed by Zapata as an investment
analyst. She is the daughter of Malcolm I. Glazer. Ms. Glazer's office is in
Palm Springs, Florida in space which Zapata does not bear any costs of
providing. She receives an annual salary of $95,000 and other standard employee
benefits.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates the number of shares of Common Stock owned
beneficially as of December 31, 1997, by (i) each person known to Zapata to
beneficially own more than 5% of the outstanding shares of Common Stock, (ii)
each director, (iii) the Named Officers and (iv) all directors and executive
officers as a group. Except to the extent indicated in the footnotes to the
following table, each of the persons or entities listed therein has sole voting
and sole investment power with respect to the shares which are deemed
beneficially owned by such person or entity.
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<CAPTION>
AMOUNT OF SHARES
BENEFICIALLY OWNED
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PERCENT
OF
TITLE OF CLASS BENEFICIAL OWNER SHARES CLASS
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<S> <C> <C> <C>
Common Stock................... Avram A. Glazer(1) 20,000 *
Bryan G. Glazer 3,844 *
Malcolm I. Glazer(1) 10,415,384 45.31%
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Robert V. Leffler, Jr.(1) 13,333 *
Joseph L. von Rosenberg III(1) 20,000 *
Robert A. Gardiner(1) 6,000 *
Pioneering Management Corporation(2) 2,754,800 11.98%
60 State Street
Boston, Massachusetts 02109-1820
Directors and executive officers as
a group (6 persons) 10,478,561 45.58%
</TABLE>
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* Represents ownership of less than 1.0%.
(1) Includes 20,000, 20,000, 13,333, 20,000, and 6,000 shares issuable under
options, exercisable within 60 days of December 31, 1997, held by Messrs. A.
Glazer, M. Glazer, Leffler, von Rosenberg and Gardiner, respectively.
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(2) As reported on Schedule 13G dated September 8, 1997 and filed with the
Commission. The filing indicated sole voting power with respect to 2,754,800
shares, sole investment power with respect to 58,500 shares and shared
investment power with respect to 2,696,300 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
For information concerning certain transactions and relationships, see Item
11. "Executive Compensation -- Compensation Committee Interlocks and Insider
Participation," above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ZAPATA CORPORATION
(Registrant)
By: /s/ ERIC T. FUREY
-------------------------------------
((Eric T. Furey
Vice President, General Counsel and
Corporate Secretary)
January 28, 1998
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