SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 22, 2004
-------------------------------
ZAPATA CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-4219 74-1339132
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
100 Meridian Centre, Suite 350, Rochester, New York 14618
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(585) 242-2000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 9. Regulation FD Disclosure
On September 23, 2003, Zapata Corporation ("Zapata") (NYSE: ZAP) purchased
2,663,905 shares of Safety Components International, Inc. ("Safety" or "Safety
Components") (OTCBB: SAFY) common stock and purchased an additional 1,498,489
shares of Safety common stock on October 7, 2003. These additional shares
increased the Company's ownership percentage of Safety's outstanding common
stock to approximately 84% at that time.
Upon acquiring more than 80% of the outstanding common stock of Safety
Components, Safety Components and its affiliated group of corporations became
members of Zapata's affiliated tax group. Zapata and Safety Components have
entered into a Tax Sharing and Indemnity Agreement to define their respective
rights and obligations relating to federal, state and other taxes for taxable
periods attributable to the filing of consolidated or combined income tax
returns as part of the Zapata affiliated tax group. Pursuant to the Tax Sharing
and Indemnity Agreement, Safety Components will be required to pay Zapata its
share of federal income taxes, if any. In addition, each party will be required
to reimburse the other party for its use of either party's tax attributes.
Similar provisions apply under the Tax Sharing and Indemnity Agreement to other
taxes, such as state and local income taxes.
On or about April 1, 2004, Zapata's stock ownership percentage of Safety
Components outstanding stock decreased below 80% (approximately 79.9%) due to
stock option exercises by Safety Component's employees. As a result of Zapata's
ownership of Safety Components outstanding stock falling below 80%, as of April
1, 2004, Zapata will no longer consolidate Safety Components into Zapata's
consolidated income tax returns. Safety will be consolidated into Zapata's tax
filing group for the third calendar quarter of 2003 and the first calendar
quarter of 2004. In addition, the Tax Sharing and Indemnity Agreement is
effective for all periods during which Zapata owned at least 80% of Safety
Components common stock.
The Internal Revenue Code generally prohibits the reconsolidation of companies
for a period of 60 months. Therefore, if Zapata's stock ownership percentage in
Safety Components increases to 80% or more, there can be no assurance that
Safety would be reconsolidated into Zapata's tax filing group before the 61st
month after the first taxable year in which it ceased to be a member of such
group.
Page 2 of 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZAPATA CORPORATION
Date: April 22, 2004 By: /s/ Leonard DiSalvo
-----------------------------------
Name: Leonard DiSalvo
Title: Vice President - Finance and CFO
Page 3 of 3