UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. __)*
Under the Securities Exchange Act of 1934
SAFETY COMPONENTS INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
786474205
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(CUSIP Number)
LEONARD DISALVO
VICE PRESIDENT -- FINANCE AND CFO
ZAPATA CORPORATION
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NEW YORK 14618
TEL. (585) 242-2000
COPIES TO:
GORDON E. FORTH, ESQ.
WOODS OVIATT GILMAN LLP
700 CROSSROADS BUILDING
TWO STATE STREET
ROCHESTER, NEW YORK 14614
TEL. (585) 987-2800
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
SEPTEMBER 18, 2003
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(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 / /.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zapata Corporation
74-1339132
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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(7) SOLE VOTING POWER
2,663,905 shares
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NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH -------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
2,663,905 shares
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,663,905 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of the Common Stock, par value $.01 per
share ("Common Stock") of Safety Components International, Inc. (the "Issuer").
The Issuer's principal executive office is located at 41 Stevens Street,
Greenville, South Carolina 29605.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is submitted by Zapata Corporation ("Zapata"), a
corporation organized under the laws of the State of Nevada. Zapata is a holding
company which currently has one principal operating company, Omega Protein
Corporation (NYSE: "OME"), in which it has a 60% ownership interest. Omega
Protein is the nation's largest marine protein company. In addition, Zapata owns
98% of its subsidiary, Zap.Com Corporation (OTCBB: "ZPCM"), which is a public
shell corporation. Zapata's principal business and office address is 100
Meridian Centre, Suite 350, Rochester, New York 14618.
Zapata has not, during the last five years, been convicted in a criminal
proceeding and has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it is or was subject to 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 violation with respect to
such laws.
Information as to the identity and background of the directors, executive
officers and controlling person of Zapata is set forth in Appendix A attached
hereto, which is incorporated herein by reference. All of the individuals
indicated in Appendix A are U.S. citizens and each such person disclaims
beneficial ownership of the Common Stock beneficially owned by Zapata.
Neither Zapata nor, to the best knowledge of Zapata, the individuals
listed in Appendix A, have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
have not, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it is or was subject to 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 violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of September 23, 2003, Zapata had invested $30.9 million (inclusive of
brokerage commissions) in shares of Common Stock. The source of these funds is
Zapata's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION
Zapata purchased shares of Common Stock to establish a significant equity
interest in the Issuer. Depending upon overall market conditions, other
investment opportunities, the availability of Common Stock at desirable prices,
the Issuer's financial condition, business
prospects and other developments concerning the Issuer or Zapata, Zapata may
endeavor to increase its position in the Issuer through, among other things, the
purchase of Common Stock in open market or private transactions or to dispose of
its Common Stock, in all cases on such terms and at such times as Zapata deems
advisable.
Zapata plans to contact the Issuer. Depending on Zapata's on-going
evaluation of the Issuer as well as other factors which Zapata deems relevant,
Zapata may discuss with the Issuer, among other matters, representation on the
Issuer's board of directors and take such other actions as it deems appropriate,
including, without limitation, communicating with other stockholders of the
Issuer, presenting proposals for consideration or nominees for election as
directors at a meeting of the Issuer's stockholders or offering to acquire the
Issuer. Zapata reserves the right to change its intention with respect to any
and all matters referred to in this Item 4. Except as set forth in this Item 4,
the Issuer does not have any present plans or proposals which relate to or would
result in any of the matters set forth in paragraphs (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, Zapata beneficially owns
2,663,905 shares of Common Stock. Based on information contained in the most
recently available filing by the Issuer with the Securities and Exchange
Commission, such shares constitute approximately 53.7% of the issued and
outstanding shares of Common Stock. To the knowledge of Zapata, no shares of
Common Stock are beneficially owned by any of the persons enumerated in
Instruction C to Schedule 13D.
(b) Zapata has the sole power to vote and sole power to dispose of
2,663,905 shares of Common Stock.
(c) The following is a description of all transactions in the Common Stock
within the last 60 days. Each transaction was a privately negotiated block
purchase by Zapata.
SETTLEMENT DATE
OF TRANSACTION NO. OF SHARES PRICE PER SHARE
--------------- ------------- ---------------
9/23/03 844,027 $11.25
9/23/03 9,687 $11.25
9/23/03 1,285,191 $11.75
9/23/03 525,000 $11.75
(d) No person other that Zapata is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of,
such shares of the Common Stock.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Each of the sellers of the shares of Common Stock have executed and
delivered to Zapata irrevocable proxies to vote at the Issuer's 2003 annual
meeting of stockholders the shares of Common Stock held by them or with respect
to which they have the right to vote as of the record date for such annual
meeting. Copies of the proxies are filed as exhibit 1 through 4 and are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Irrevocable Proxy dated September 26, 2003 executed by Putnam Investment
Management, LLC in favor of Zapata
2. Irrevocable Proxy dated September 26, 2003 executed by Putnam Fiduciary
Trust Company on behalf of Marsh & McLennan Companies, Inc. in favor of
Zapata
3. Irrevocable Proxy dated September 26, 2003 executed by Wayland Investments
Fund, LLC in favor of Zapata
4. Irrevocable Proxy dated September 26, 2003 executed by Jefferies &
Company, Inc. in favor of Zapata
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: September 29, 2003
ZAPATA CORPORATION
By: /s/ Leonard DiSalvo
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Name: Leonard DiSalvo
Title: VP -- Finance and CFO
APPENDIX A
Position with Zapata and
Name and Residence or Business Address Principal Occupation or Employment
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Malcolm I. Glazer Family Limited Partnership, a Controlling Stockholder
Nevada limited partnership
270 Commerce Drive
Rochester, New York 14623
Malcolm I. Glazer Sole executive officer, director and shareholder of
1482 South Ocean Boulevard Malcolm I. Glazer, GP, Inc., sole general partner of
Palm Beach, Florida 33480 the Malcolm I. Glazer Family Limited Partnership;
Private Investor
Avram A. Glazer Chairman of the Board, President and
100 Meridian Centre, Suite 350 Chief Executive Officer
Rochester, New York 14618
Leonard DiSalvo Vice President Finance - Chief
100 Meridian Centre, Suite 350 Financial Officer
Rochester, New York 14618
Gordon E. Forth, Esq. Corporate Secretary, Partner - Woods Oviatt Gilman, LP.
700 Crossroads Building
2 State Street
Rochester, New York 14614
Robert V. Leffler, Jr. Director, Owner- The Leffler Agency
2607 N. Charles Street
Baltimore, Maryland 21218
Warren H. Gfeller Director, Principal in Clayton/Hamilton Equities,
5428 Payne Court L.L.C., Stranger Valley Company, L.L.C. and Tatgc
Shawnee, Kansas 66226 Chemical and Manufacturing, Inc.
Bryan G. Glazer Director, Employed by, and works on behalf of a number
One Buccaneer Place of entities owned and controlled by Malcolm I. Glazer,
Tampa, Florida 33607 including The Tampa Bay Buccaneers, a National Football
League franchise
Position with Zapata and
Name and Residence or Business Address Principal Occupation or Employment
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Edward S. Glazer Director, Employed by, and works on behalf of a number
One Buccaneer Place of entities owned and controlled by Malcolm I. Glazer,
Tampa, Florida 33607 including The Tampa Bay Buccaneers, a National Football
League franchise
Darcie S. Glazer Director, Employed by, and works on behalf of, Malcolm
4380 N. Bay Road I. Glazer and a number of entities owned and controlled
Miami Beach, Florida 33140 by Malcolm I. Glazer, including First Allied
Corporation
John R. Halldow Director, Director of Public Affairs for Rural Metro
10 Line Street Medical Services
Pittsford, New York 14534
EXHIBIT INDEX
Exhibit No. Description
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1 Irrevocable Proxy dated September 26, 2003 executed by Putnam
Investment Management, LLC in favor of Zapata
2 Irrevocable Proxy dated September 26, 2003 executed by Putnam
Fiduciary Trust Company on behalf of Marsh & McLennan
Companies, Inc. in favor of Zapata
3 Irrevocable Proxy dated September 26, 2003 executed by Wayland
Investments Fund, LLC in favor of Zapata
4 Irrevocable Proxy dated September 26, 2003 executed by
Jefferies & Company, Inc. in favor of Zapata