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. ------------------------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class Securities) 786474205 --------- (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 ------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) SEPTEMBER 18, 2003 ------------------------------------- (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). - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zapata Corporation 74-1339132 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER 2,663,905 shares ------------------------------------------------------- NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 WITH ------------------------------------------------------- (9) SOLE DISPOSITIVE POWER 2,663,905 shares ------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,663,905 shares - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.7% - -------------------------------------------------------------------------------- (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. (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.
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 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 ------------------------------- Name: Leonard DiSalvo Title: VP -- Finance and CFO APPENDIX A
Position with Zapata and Name and Residence or Business Address Principal Occupation or Employment - -------------------------------------- ---------------------------------- 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 - -------------------------------------- ---------------------------------- 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 - ----------- ----------- 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
EXHIBIT 1 IRREVOCABLE PROXY The undersigned hereby constitutes and appoints Avram Glazer in his capacity as President and Chief Executive Officer of Zapata Corporation, a Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY HOLDER"), each as their attorney-in-fact and grants to each of them an irrevocable proxy, pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote at any annual or special meeting of stockholders of Safety Components International Corporation, a Delaware corporation ("SAFETY COMPONENTS"), or any adjournment or postponement thereof, or to execute and deliver written consents or otherwise act in such manner as each such attorney-in-fact and proxy shall, in his sole and absolute discretion, deem proper with respect to the number of shares of capital stock of Safety Components listed below, and any and all other shares or securities of Safety Components issued or issuable with respect thereto as fully, to the same extent and with the same effect, as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, and severally grants to each such Proxy Holder full power of substitution and resubstitution. This proxy is irrevocable (to the fullest extent permitted by law), coupled with an interest, and is granted in consideration of Zapata's purchase of the shares with respect to which this proxy is granted. All prior powers of attorney and proxies granted by the undersigned at any time with respect to such shares or securities is hereby revoked and no subsequent powers of attorney, proxies, consents or revocations may be given at any time by the undersigned with respect thereto (and if given, will not be deemed effective). By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify, defend and hold harmless the undersigned from any and all claims, actions or damages or losses related to or arising out of Zapata's exercise of its rights under this Irrevocable Proxy. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its duly authorized representative to execute this proxy as of the date written below. Dated this 26th day of September 2003. PUTNAM INVESTMENT MANAGEMENT, LLC ON BEHALF OF Putnam High Yield Trust Number of shares 395,677 Putnam High Yield Advantage Number of shares 170,877 Putnam Asset Allocation: Conservative Portfolio Number of shares 1,873 Putnam Variable Trust - Putnam VT Income Fund Number of shares 53,517 Putnam High Yield Fixed Income Fund, LLC Number of shares 1,111 Putnam Asset Allocation: Growth Portfolio Number of shares 6,366 Putnam Master Income Trust Number of shares 15,520 Putnam Premier Income Trust Number of shares 39,603 Putnam Diversified Income Trust Number of shares 148,779 Putnam Master Intermediate Income Trust Number of shares 10,704 By: /s/ Michael E. DeFao --------------------------------- Name; Michael E. DeFao Title: Vice President and Assistant Secretary
EXHIBIT 2 IRREVOCABLE PROXY The undersigned hereby constitutes and appoints Avram Glazer in his capacity as President and Chief Executive Officer of Zapata Corporation, a Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable proxy, pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote at any annual or special meeting of stockholders of Safety Components International Corporation, a Delaware corporation ("SAFETY COMPONENTS"), or any adjournment or postponement thereof, or to execute and deliver written consents or otherwise act in such manner as each such attorney-in-fact and proxy shall, in his sole and absolute discretion, deem proper with respect to the number of shares of capital stock of Safety Components listed below, and any and all other shares or securities of Safety Components issued or issuable with respect thereto as fully, to the same extent and with the same effect, as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, and grants to each such Proxy Holder full power of substitution and resubstitution. This proxy is irrevocable (to the fullest extent permitted by law), coupled with an interest, and is granted in consideration of Zapata's purchase of the shares with respect to which this proxy is granted. All prior powers of attorney and proxies granted by the undersigned at any time with respect to such shares or securities is hereby revoked and no subsequent powers of attorney, proxies, consents or revocations may be given at any time by the undersigned with respect thereto (and if given, will not be deemed effective). By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify, defend and hold harmless the undersigned from any and all claims, actions or damages or losses related to or arising out of Zapata's exercise of its rights under this Irrevocable Proxy. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its duly authorized representative to execute this proxy as of the date written below. Dated this 26th day of September 2003. PUTNAM FIDUCIARY TRUST COMPANY On Behalf of Marsh & McLennan Companies, Inc. US Retirement Plan - High Yield Number of shares 9,687 By: /s/Michael E. DeFao Name: Michael E. DeFao Title: Vice President and Assistant Secretary
EXHIBIT 3 IRREVOCABLE PROXY The undersigned hereby constitutes and appoints Avram Glazer in his capacity as President and Chief Executive Officer of Zapata Corporation, a Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable proxy, pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote at any annual or special meeting of stockholders of Safety Components International Corporation, a Delaware corporation ("SAFETY COMPONENTS"), or any adjournment or postponement thereof, or to execute and deliver written consents or otherwise act in such manner as each such attorney-in-fact and proxy shall, in his sole and absolute discretion, deem proper with respect to the number of shares of capital stock of Safety Components listed below, and any and all other shares or securities of Safety Components issued or issuable with respect thereto as fully, to the same extent and with the same effect, as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, and grants to each such Proxy Holder full power of substitution and resubstitution. This proxy is irrevocable (to the fullest extent permitted by law), coupled with an interest, and is granted in consideration of Zapata's purchase of the shares with respect to which this proxy is granted. All prior powers of attorney and proxies granted by the undersigned at any time with respect to such shares or securities is hereby revoked and no subsequent powers of attorney, proxies, consents or revocations may be given at any time by the undersigned with respect thereto (and if given, will not be deemed effective). By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify, defend and hold harmless the undersigned from any and all claims, actions or damages or losses related to or arising out of Zapata's exercise of its rights under this Irrevocable Proxy. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its duly authorized representative to execute this proxy as of the date written below. Dated this 26th day of September 2003. WAYLAND INVESTMENTS FUND, LLC By: CFSC Wayland Advisors, Inc., its Manager Number of shares 1,285,191 By: /s/Patrick J. Halloran Name: Patrick J. Halloran Title: Vice President
EXHIBIT 4 IRREVOCABLE PROXY The undersigned hereby constitutes and appoints Avram Glazer in his capacity as President and Chief Executive Officer of Zapata Corporation, a Nevada corporation ("ZAPATA"), or any other designee of Zapata (each a "PROXY HOLDER"), each as its attorney-in-fact and grants to each of them an irrevocable proxy, pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote at any annual or special meeting of stockholders of Safety Components International Corporation, a Delaware corporation ("SAFETY COMPONENTS"), or any adjournment or postponement thereof, or to execute and deliver written consents or otherwise act in such manner as each such attorney-in-fact and proxy shall, in his sole and absolute discretion, deem proper with respect to the number of shares of capital stock of Safety Components listed below, and any and all other shares or securities of Safety Components issued or issuable with respect thereto as fully, to the same extent and with the same effect, as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, and grants to each such Proxy Holder full power of substitution and resubstitution. This proxy is irrevocable (to the fullest extent permitted by law), coupled with an interest, and is granted in consideration of Zapata's purchase of the shares with respect to which this proxy is granted. All prior powers of attorney and proxies granted by the undersigned at any time with respect to such shares or securities is hereby revoked and no subsequent powers of attorney, proxies, consents or revocations may be given at any time by the undersigned with respect thereto (and if given, will not be deemed effective). By accepting this Irrevocable Proxy, Zapata hereby agrees to indemnify, defend and hold harmless the undersigned from any and all claims, actions or damages or losses related to or arising out of Zapata's exercise of its rights under this Irrevocable Proxy. The undersigned hereby represents and warrants that it has obtained an Irrevocable Proxy in substantially the same form as this Irrevocable Proxy from each of the persons or entities who were holders of record of the shares listed below on September 3, 2003. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its duly authorized representative to execute this proxy as of the date written below. Dated this 26th day of September 2003. JEFFERIES & COMPANY, INC. On behalf of each of its affiliates and funds under management Number of shares 525,000 By: /s/ Robert J. Welch Name: Robert J. Welch Title: Senior Vice President