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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
OMEGA PROTEIN CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class Securities)
68210P 10 7
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] (A
fee is not required only if the filing person :(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act. (However, see the
Notes).
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CUSIP No. 68210P 10 7 SCHEDULE 13G
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Malcolm I. Glazer
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only ______________________________________________________
____________________________________________________________________
4. Citizenship or Place of Organization:
United States
Number of Shares 5. Sole Voting Power -0-*
Beneficially Owned by 6. Share Voting Power -0-
Each Reporting Person 7. Sole Dispositive Power -0-*
8. Shared Dispositive Power -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,504,733*
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11. Percent of Class Represented by Amount in Row 9
59.7%*
12. Type of Reporting Person (See Instructions):
IN
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* The Malcolm Glazer Family Limited Partnership (the "Glazer Partnership")
owns beneficially and of record 43.4% of Zapata Corporation's outstanding
common stock. By virtue of such ownership, the Glazer Partnership may be
deemed to control Zapata Corporation and, therefore, may be deemed to
beneficially own common stock of Omega Protein Corporation owned by Zapata
Corporation. Mr. Glazer is the sole director, officer and stockholder
of the Glazer Partnership. Mr. Glazer is also Chairman of the Board of
Directors of Zapata and a director of Omega Protein Corporation. Mr. Glazer
disclaims beneficial ownership of such shares.
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Item 1 (a) Name of Issuer:
Omega Protein Corporation
(b) Address of Issuer's Principal Executive Offices:
1717 St. James Place, Suite 550
Houston, Texas 77056
Item 2 (a) Name of Person Filing:
Malcolm I. Glazer
(b) Address of Principal Business Office:
1482 S. Ocean Boulevard
Palm Beach, Florida 33480
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
(e) CUSIP Number:
68210P 10 7
Item 3 Not Applicable
Item 4. Ownership
(a) Amount beneficially owned: 14,504,733
(b) Percent of class: 59.7%
(c) (i) sole power to vote or to
direct the vote: -0-
(ii) shared power to vote or to
direct the vote: -0-
(iii) sole power to dispose or to
direct the disposition of: -0-
(iv) shared power to dispose or to
direct the disposition of: -0-
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1999
/s/ Malcolm I. Glazer
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Malcolm I. Glazer
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