SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended September 30, 1993 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to ----------- ----------- Commission file number: 1-4219 A. Full title of the Plan and the address of the plan, if different from that of the issuer named below: ZAPATA HAYNIE CORPORATION PROFIT SHARING/SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ZAPATA CORPORATION, ONE RIVERWAY, SUITE 2200, 777 SOUTH POST OAK LANE, HOUSTON, TEXAS 77056 [LOGO OF ARTHUR ANDERSEN & CO. APPEARS HERE] ARTHUR ANDERSEN & CO. SC ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1993 TOGETHER WITH AUDITORS' REPORT F-1 ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- INDEX TO FINANCIAL STATEMENTS, SCHEDULE AND EXHIBIT --------------------------------------------------- Report of Independent Public Accountants Statement of Net Assets Available for Plan Benefits, September 30, 1993 Statement of Net Assets Available for Plan Benefits, September 30, 1992 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended September 30, 1993 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended September 30, 1992 Notes to Financial Statements Schedule I - Schedule of Assets Held for Investment Purposes, September 30, 1993 Exhibit 1 - Financial Statements and Schedules of the Zapata Corporation Master Profit-Sharing Trust F-2 [LOGO OF ARTHUR ANDERSEN & CO. APPEARS HERE] REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Pension and Benefits Committee of Zapata Haynie Corporation: We have audited the accompanying statements of net assets available for plan benefits of the Zapata Haynie Corporation Profit-Sharing/Savings Plan as of September 30, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements and the schedule referred to below are the responsibility of the Pension and Benefits Committee of Zapata Haynie Corporation. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for Plan benefits of the Zapata Haynie Corporation Profit-Sharing/Savings Plan as of September 30, 1993 and 1992, and the changes in its net assets available for Plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes, Schedule I, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. [SIGNATURE OF ARTHUR ANDERSEN & CO. APPEARS HERE] Houston, Texas January 18, 1994 F-3 ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- SEPTEMBER 30, 1993 ------------------ The accompanying notes are an integral part of these financial statements. F-4
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Loan Fund Contract Fund Fund Fund Fund Total ----------- ------------- --------- -------- --------- ----------- ASSETS: Investment in Zapata Corporation Master Profit-Sharing Trust - Schedule I (Exhibit 1) $1,165,757 $3,119,898 $162,097 $80,472 $ - $4,528,224 Contributions receivable- Employee 10,507 546 2,761 - - 13,814 Employer 5,120 387,143 789 189 - 393,241 Loans to participants - - - - 133,436 133,436 ---------- ---------- -------- ------- -------- ---------- 1,181,384 3,507,587 165,647 80,661 133,436 5,068,715 ---------- ---------- -------- ------- -------- ---------- LIABILITIES: Refunds payable to participants 14,493 12,253 3,111 4,443 - 34,300 ---------- ---------- -------- ------- -------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,166,891 $3,495,334 $162,536 $76,218 $133,436 $5,034,415 ========== ========== ======== ======= ======== ========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- SEPTEMBER 30, 1992 ------------------ The accompanying notes are an integral part of these financial statements. F-5
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Loan Fund Contract Fund Fund Fund Fund Total ---------- ------------- --------- -------- -------- ----------- ASSETS: Investment in Zapata Corporation Master Profit-Sharing Trust - Schedule I (Exhibit 1) $1,178,692 $2,855,128 $119,327 $64,706 $ - $4,217,853 Contributions receivable- Employee 6,024 9,021 977 462 - 16,484 Employer 4,901 391,737 798 404 - 397,840 Loans to participants - - - - 65,956 65,956 ---------- ---------- -------- ------- ------- ---------- 1,189,617 3,255,886 121,102 65,572 65,956 4,698,133 ---------- ---------- -------- ------- ------- ---------- LIABILITIES: Refunds payable to participants 27,514 11,368 1,366 781 - 41,029 ---------- ---------- -------- ------- ------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,162,103 $3,244,518 $119,736 $64,791 $65,956 $4,657,104 ========== ========== ======== ======= ======= ========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- STATEMENT OF CHANGES IN ----------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------- FOR THE YEAR ENDED SEPTEMBER 30, 1993 ------------------------------------- The accompanying notes are an integral part of these financial statements. F-6
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Loan Fund Contract Fund Fund Fund Fund Total ------------ -------------- ---------- --------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $1,162,103 $3,244,518 $119,736 $ 64,791 $ 65,956 $4,657,104 CONTRIBUTIONS: Employee 242,676 238,192 37,379 27,613 - 545,860 Employer 17,518 401,680 2,406 979 - 422,583 INTEREST AND DIVIDEND INCOME 33,370 198,425 11,031 108 7,960 250,894 REALIZED GAIN (LOSS) ON INVESTMENT IN (8,506) - 37 (539) - (9,008) MASTER TRUST UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT IN (91,999) - 2,638 (476) - (89,837) MASTER TRUST WITHDRAWALS, net of transfers between (159,361) (513,367) (8,005) (16,258) 59,520 (637,471) funds ADMINISTRATIVE EXPENSES (28,910) (74,114) (2,686) - - (105,710) ---------- ---------- -------- -------- -------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $1,166,891 $3,495,334 $162,536 $ 76,218 $133,436 $5,034,415 ========== ========== ======== ======== ======== ========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- STATEMENT OF CHANGES IN ----------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------- FOR THE YEAR ENDED SEPTEMBER 30, 1992 ------------------------------------- The accompanying notes are an integral part of these financial statements. F-7
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Loan Fund Contract Fund Fund Fund Fund Total ----------- ------------- -------- --------- -------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 905,407 $2,857,396 $ 87,955 $40,355 $45,503 $3,936,616 CONTRIBUTIONS: Employee 222,618 266,269 34,092 21,203 - 544,182 Employer 15,493 405,878 2,412 1,391 - 425,174 INTEREST AND DIVIDEND INCOME 29,337 203,188 8,225 93 5,730 246,573 REALIZED GAIN (LOSS) ON INVESTMENT IN (5,226) - (119) 42 - (5,303) MASTER TRUST UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT IN 112,900 - 6,032 9,122 - 128,054 MASTER TRUST WITHDRAWALS, net of transfers between funds (96,325) (420,313) (17,034) (7,415) 14,723 (526,364) ADMINISTRATIVE EXPENSES (22,101) (67,900) (1,827) - - (91,828) ---------- ---------- -------- ------- ------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $1,162,103 $3,244,518 $119,736 $64,791 $65,956 $4,657,104 ========== ========== ======== ======= ======= ========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- SEPTEMBER 30, 1993 AND 1992 --------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ---------------------- General - ------- The Zapata Haynie Corporation Profit-Sharing/Savings Plan (the Plan) was adopted October 1, 1985, under the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and was most recently amended and restated effective October 1, 1989, to comply with the Internal Revenue Code of 1986, as amended (the Code). Zapata Haynie Corporation (the Company) is a wholly owned subsidiary of Zapata Corporation (Zapata). The assets of the Plan are managed together with those of the Zapata Corporation Profit-Sharing Plan (Zapata Plan) under the Zapata Corporation Master Profit- Sharing Trust (the Master Trust). Zapata established the Master Trust by an agreement with First City, Texas, effective October 1, 1985. In October 1992, the board of directors of Zapata removed First City, Texas, as trustee and appointed NationsBank of Texas, N.A., as the successor trustee (the trustee). Each plan holds an interest in the assets and liabilities in each of the funds in the Master Trust. The Plan and the Master Trust were established and are maintained for the exclusive benefit of the participating employees, and no part of the Master Trust assets will revert to the participating employer. The accounts of the Plan are maintained on the cash basis of accounting and are adjusted to the accrual basis each fiscal year-end for financial reporting purposes. Investment in the Zapata Corporation Master Profit-Sharing Trust - ------------------------------------ The cost of the investment in the Master Trust represents the Plan's proportionate share of the purchase price of the assets and reinvested earnings on investments in the Master Trust. All dividend and interest income earned on securities in the Master Trust is reinvested. The value of the investment in the Master Trust is adjusted to reflect the earnings on investments plus the market value appreciation or depreciation. See Exhibit 1 for summarized financial information of the Master Trust. The trustee maintains the Master Trust assets in four separate funds for investment purposes as follows: (a) the Equity Fund, which is invested principally in equity securities such as common stock of various corporations, (b) the Money Market/Guaranteed Investment Contract Fund, which is invested in guaranteed investment contracts issued by life insurance companies and short- term money market funds, (c) the Fixed Income Fund, which is invested predominantly in fixed income securities such as "high grade" corporate obligations and obligations issued or fully guaranteed by the United States Government and related agencies and (d) the Zapata Common Stock Fund, which is invested in the common stock of Zapata. The Plan assets are invested together with the fund assets of the Zapata Plan in the Master Trust in order to minimize brokerage and investment fees and to maximize the rate of return on the assets invested. Each participant may, by written notice to the Pension and Benefits Committee (the Committee), direct that his employee contribution (and employer matching contribution) be invested under any one or combination of the funds described above. The investment percentages made to each fund, however, must be in increments of 10 percent. The annual employer profit-sharing contribution (see Note 2) is invested in the Money Market/Guaranteed Investment Contract Fund. F-8 Income earned by the four investment funds described above is credited quarterly to the participants in that fund on a pro rata basis, based on the balances of the participants' accounts at the beginning of each quarter, increased by contributions and loan repayments and reduced by distributions, withdrawals and loans during the current quarter. Withdrawals - ----------- Refunds payable to participants of $34,300 and $41,029 at September 30, 1993 and 1992, respectively, are excess contributions which were returned to Plan participants during December 1993 and 1992, respectively. Excess contributions resulted from the "Plan's highly compensated group," as defined by the applicable provisions of the Code, contributing more than they were allowed by the Code regulations. Benefits payable to withdrawing participants are included within net assets available for Plan benefits and are not reflected as a liability in the financial statements. As of September 30, 1993 and 1992, the benefits payable to withdrawing participants were $113,791 and $81,721, respectively. Administrative Expenses - ----------------------- Administrative expenses, brokerage fees and transfer taxes are paid by the Master Trust. Federal Income Taxes - -------------------- The Plan obtained its latest determination letter during 1987, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Committee and the Company's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. Reclassifications - ----------------- Certain reclassifications to the 1992 amounts have been made to conform to 1993 classifications. 2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN: ----------------------- General - ------- The Plan is administered by the Committee appointed by the board of directors of Zapata. Among other duties, it is the responsibility of the Committee to interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits. Pursuant to the terms of the Plan, the Company entered into the Master Trust agreement with First City, Texas. In October 1992, the board of directors of Zapata removed First City, Texas, as trustee and appointed NationsBank of Texas, N.A., as the successor trustee. All of the Plan's assets are maintained in the Master Trust with the assets of the Zapata Plan. Among other duties, the trustee is to invest assets in the Zapata Common Stock Fund, upon the direction of the Committee, and to receive contributions and distribute benefits of the Plan. An independent investment manager, Fayez-Sarofim, directs investments in the Equity Fund and the Fixed Income Fund. The Committee directs all investments made in the Money Market/Guaranteed Investment Contract Fund. Hewitt Associates maintains the participating employees' account balances. F-9 Participants - ------------ Employees become eligible to participate in the Plan on January 1, April 1, July 1 or October 1 after completion of one year of service with the employer. Each employee of the Company who was a member of the Zapata Plan on September 30, 1985, is automatically a member of the Plan. As of September 30, 1993 and 1992, there were 1,029 and 1,081 employees, respectively, participating in the Plan with 323 and 295, respectively, of these employees making contributions to the Plan. Contributions - ------------- Contributions may consist of employee contributions, matching contributions from the employer and employer profit-sharing contributions. Employees make contributions to the Plan at their own discretion. Contributions can be made in any whole percent from 1 percent through 16 percent (as designated by the employee) of compensation received from the employer. An employee's pretax contribution cannot exceed 10 percent and his after-tax contribution cannot exceed 16 percent. A participant may, by written direction, (a) change the rate of contribution twice each Plan year effective the first day of the subsequent Plan quarter or (b) discontinue his contributions at any time. However, in the event such contributions are discontinued, they must be suspended for a period of not less than one calendar quarter. Contributions may be resumed the following January 1, April 1, July 1 or October 1. Further, each participant may authorize the transfer of existing account balances twice each year among the available investment funds in 10 percent increments. Participants' contributions are remitted by the employer to the Plan's trustee on a regular basis. Also, each quarter, the Company contributes to the Plan an amount equal to 10 percent of each participant's first 6 percent of employee contributions for each quarter regardless of whether the contributions were pretax or after tax contributions. Each Plan year, the Company also contributes its profit-sharing contribution to the Plan, out of its current or accumulated earnings and profits, an amount equaling 2 percent of each participating employee's compensation up to $228,860 and $222,220 for 1993 and 1992, respectively, indexed for inflation, plus any discretionary contribution as determined by the board of directors. Consistent with the prior year, the Company did not consider compensation of employees who terminated during the year for reasons other than death, disability or retirement in computing contribution requirements. No discretionary contribution was made during the current or prior Plan year. Withdrawals - ----------- Any participant may withdraw all or any part of the after-tax contribution account balance he has made to the Plan, as of any quarterly valuation date, by giving at least 30 days' written notice. Such a withdrawal, however, causes the participant to forfeit his right to withdraw any additional amounts from his contribution account until the expiration of one complete year following the date of the distribution. Subject to approval by the Committee, withdrawals may be made from the pretax contribution account on or after the age of 59-1/2 or for reasons of hardship after participating for one full Plan year. Upon retirement, disability, death or termination of service, an employee is entitled to receive the full amounts credited to his after-tax contribution, pretax contribution, employer matching contribution and profit-sharing contribution accounts. No withdrawals are permitted from the employer contribution or the employer contribution account. Vesting - ------- Participants are fully vested in both employer and employee contributions upon entering the Plan. F-10 Loans to Participants - --------------------- Upon completion of one full Plan year of service, Plan participants are eligible to obtain a loan from the Plan. Under the terms of the Plan, the loan amount shall not exceed half of the participant's vested account balance. The maximum loan amount is $50,000 and the minimum loan amount is $1,000. A member may not have more than one loan outstanding at a time under the Plan, and a member is limited to a maximum of one loan per year. The term of the loan shall not exceed five years for a regular loan and 10 years for a primary residence loan. Interest accrues on the outstanding principal balance of the loan at the trustee's prime rate at the date of origination plus 2 percent. F-11 SCHEDULE I ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN ----------------------------------------------------- ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ------------------------------------------------------------ SEPTEMBER 30, 1993 ------------------ * Indicates party in interest. The foregoing notes to financial statements are an integral part of this schedule. F-12
Current Market Issuer and Description Cost Value ------------------------ ----------- ----------- INVESTMENT IN ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST*: Equity Fund $ 730,919 $1,165,757 Money Market/Guaranteed Investment Contract Fund 3,119,898 3,119,898 Fixed Income Fund 142,042 162,097 Zapata Common Stock Fund 128,906 80,472 ---------- ---------- Total $4,121,765 $4,528,224 ========== ========== LOANS TO PARTICIPANTS* $ 133,436 $ 133,436 ========== ========== EXHIBIT 1 ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- INDEX TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- Statement of Participating Plans' Equity, September 30, 1993 Statement of Participating Plans' Equity, September 30, 1992 Statement of Earnings and Changes in Participating Plans' Equity for the Year Ended September 30, 1993 Statement of Earnings and Changes in Participating Plans' Equity for the Year Ended September 30, 1992 Notes to Exhibit Schedule of Assets Held for Investment Purposes, September 30, 1993 Schedule of Reportable Transactions for the Year Ended September 30, 1993 F-13 EXHIBIT 1 Continued ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- STATEMENT OF PARTICIPATING PLANS' EQUITY ---------------------------------------- SEPTEMBER 30, 1993 ------------------ The accompanying notes to exhibit and foregoing notes to the financial statements of Zapata Haynie Corporation Profit-Sharing Plan are an integral part of this exhibit. F-14
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Fund Contract Fund Fund Fund Total ------------ ------------- ----------- --------- ------------- ASSETS: Short-term investments $ 429,758 $6,894,076 $ 80,811 $ 4,662 $ 7,409,307 Common stock 9,661,804 - - 213,959 9,875,763 Preferred stock 181,500 - - - 181,500 Corporate obligations 149,813 - 938,377 - 1,088,190 U.S. Government agencies - - 1,035,223 - 1,035,223 Interest and dividends receivable 39,304 224 32,576 4 72,108 ----------- ---------- ---------- -------- ----------- 10,462,179 6,894,300 2,086,987 218,625 19,662,091 LIABILITIES: Payables 40,855 35,680 6,890 - 83,425 ----------- ---------- ---------- -------- ----------- PARTICIPATING PLANS' EQUITY $10,421,324 $6,858,620 $2,080,097 $218,625 $19,578,666 =========== ========== ========== ======== =========== EXHIBIT 1 Continued ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- STATEMENT OF PARTICIPATING PLANS' EQUITY ---------------------------------------- SEPTEMBER 30, 1992 ------------------ The accompanying notes to exhibit and foregoing notes to the financial statements of Zapata Haynie Corporation Profit-Sharing Plan are an integral part of this exhibit . F-15
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Fund Contract Fund Fund Fund Total ------------ ------------- ----------- --------- ------------ ASSETS: Short-term investments $ 37,674 $6,826,580 $ 141,016 $ 5,287 $ 7,010,557 Common stock 11,596,103 - - 189,816 11,785,919 Preferred stock 400,500 - - - 400,500 Corporate obligations - - 898,734 - 898,734 U.S. Government agencies - - 997,998 - 997,998 Interest and dividends receivable 47,537 725 31,856 - 80,118 Cash 44,781 15,593 4,962 8,001 73,337 ----------- ---------- ---------- -------- ----------- 12,126,595 6,842,898 2,074,566 203,104 21,247,163 LIABILITIES: Payables 29,858 22,400 3,725 - 55,983 ----------- ---------- ---------- -------- ----------- PARTICIPATING PLANS' EQUITY $12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180 =========== ========== ========== ======== =========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- STATEMENT OF EARNINGS AND CHANGES IN PARTICIPATING PLANS' EQUITY ---------------------------------------------------------------- FOR THE YEAR ENDED SEPTEMBER 30, 1993 ------------------------------------- The accompanying notes to exhibit and foregoing notes to the financial statements of Zapata Haynie Corporation Profit- Sharing Plan are an integral part of this exhibit. F-16
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Fund Contract Fund Fund Fund Total ------------- -------------- ------------ ---------- -------------- PARTICIPATING PLANS' EQUITY, beginning of year $12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180 CONTRIBUTIONS: Employee 396,911 309,306 58,550 26,238 791,005 Employer 30,168 403,442 3,657 3,258 440,525 INTEREST INCOME 13,166 441,322 160,138 320 614,946 DIVIDEND INCOME 299,015 - - - 299,015 GAIN (LOSS) ON SALE OF SECURITIES (80,994) _ 656 (575) (80,913) UNREALIZED APPRECIATION (DEPRECIATION) IN INVESTMENTS: Common stocks (868,807) - - 15,748 (853,059) Corporate obligations - - 33,836 - 33,836 ADMINISTRATIVE EXPENSES (154,863) (121,545) (23,129) - (299,537) ----------- ---------- ---------- -------- ----------- 11,731,333 7,853,023 2,304,549 248,093 22,136,998 WITHDRAWALS, net of transfers between funds (1,310,009) (994,403) (224,452) (29,468) (2,558,332) ----------- ---------- ---------- -------- ----------- PARTICIPATING PLANS' EQUITY, end of year $10,421,324 $6,858,620 $2,080,097 $218,625 $19,578,666 =========== ========== ========== ======== =========== ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- STATEMENT OF EARNINGS AND CHANGES IN PARTICIPATING PLANS' EQUITY ---------------------------------------------------------------- FOR THE YEAR ENDED SEPTEMBER 30, 1992 ------------------------------------- The accompanying notes to exhibit and foregoing notes to the financial statements of Zapata Haynie Corporation Profit-Sharing Plan are an integral part of this exhibit. F-17
Money Market/ Zapata Guaranteed Fixed Common Equity Investment Income Stock Fund Contract Fund Fund Fund Total ------------- -------------- ------------ ---------- -------------- PARTICIPATING PLANS' EQUITY, beginning of year $10,567,573 $6,612,045 $1,784,612 $153,211 $19,117,441 CONTRIBUTIONS: Employee 1,037,772 507,137 126,521 21,522 1,692,952 Employer 72,503 122,679 8,842 12,969 216,993 INTEREST INCOME 7,135 551,442 154,041 376 712,994 DIVIDEND INCOME 313,503 - - - 313,503 GAIN (LOSS) ON SALE OF SECURITIES (55,906) - (2,418) 1,255 (57,069) UNREALIZED APPRECIATION IN INVESTMENTS: Common stocks 1,205,036 - - 33,202 1,238,238 Preferred stocks 33,880 - - - 33,880 Corporate obligations - - 66,010 - 66,010 U.S. Treasury notes and agencies - - 51,802 - 51,802 ADMINISTRATIVE EXPENSES (163,301) (126,003) (24,724) - (314,028) ----------- ---------- ---------- -------- ----------- 13,018,195 7,667,300 2,164,686 222,535 23,072,716 WITHDRAWALS, net of transfers between funds (921,458) (846,802) (93,845) (19,431) (1,881,536) ----------- ---------- ---------- -------- ----------- PARTICIPATING PLANS' EQUITY, end of year $12,096,737 $6,820,498 $2,070,841 $203,104 $21,191,180 =========== ========== ========== ======== =========== EXHIBIT 1 Continued ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- NOTES TO EXHIBIT ---------------- SEPTEMBER 30, 1993 AND 1992 --------------------------- 1. DESCRIPTION OF THE MASTER TRUST: -------------------------------- General - ------- Zapata Corporation created the Zapata Corporation Master Profit-Sharing Trust (the Master Trust) effective October 1, 1985. The Master Trust was established for the collective investment and reinvestment of funds contributed by defined contribution plans of Zapata Corporation (Zapata) and subsidiaries (collectively the Company). As of September 30, 1993, only the Zapata Corporation Profit-Sharing Plan (Zapata Plan) and the Zapata Haynie Corporation Profit-Sharing/Savings Plan (Zapata Haynie Plan) participate in the Master Trust. Employees of Zapata Haynie Corporation, a wholly owned subsidiary of Zapata, participate in the Zapata Haynie Plan, and the employees of Zapata and certain of its other subsidiaries participate in the Zapata Plan. The Master Trust is administered by the Pension and Benefits Committee (the Committee) appointed by the board of directors of Zapata. Among other duties, it is the responsibility of the Committee to interpret the plans and Master Trust, decide all questions of eligibility and determine the amount, manner and time of payment of benefits. Pursuant to the terms of the plans, Zapata entered into a trust agreement with First City, Texas. In October 1992, the board of directors of Zapata removed First City, Texas, as trustee and appointed NationsBank of Texas, N.A., as the successor trustee (the trustee). Among other duties, the trustee is to receive contributions and distribute benefits and make investments as directed. All property and funds of the plans, including income from investments and contributions, are held by the trustee and retained for the exclusive benefit of the participants. Investments - ----------- The trustee maintains the Master Trust's assets in four separate funds for investment purposes as follows: (a) the Equity Fund, which is invested principally in equity securities such as common stock of various corporations, (b) the Money Market/Guaranteed Investment Contract Fund, which is invested in guaranteed investment contracts issued by life insurance companies and short- term money market funds, (c) the Fixed Income Fund, which is invested predominantly in fixed income securities such as "high grade" corporate obligations and obligations issued or fully guaranteed by the United States Government and related agencies and (d) the Zapata Common Stock Fund, which is invested in the common stock of Zapata. The trustee, upon the direction of the Committee, directs the investments in the Zapata Common Stock Fund. An independent investment manager, Fayez-Sarofim, directs investments in the Equity Fund and the Fixed Income Fund. The Committee directs all investments made in the Money Market/Guaranteed Investment Contract Fund. F-18 EXHIBIT 1 Continued 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ---------------------- Basis of accounting - ------------------- The financial statements of the Master Trust are presented on the accrual basis of accounting. The accounts of the Master Trust are maintained on the cash basis and are adjusted to the accrual basis each fiscal year-end for financial reporting purposes. Investments - ----------- All investments have been recorded in the financial statements at their current market value as of the respective fiscal year-end. Administrative Expenses - ----------------------- For the 1993 and 1992 plan years, all administrative expenses including trustee, insurance, investment consultants, legal and audit fees were paid by the Master Trust. Federal Income Taxes - -------------------- The Company obtained its latest determination letter during 1987, in which the Internal Revenue Service stated that the participating plans, as then designed, were in compliance with the applicable requirements of the Internal Revenue Code. The participating plans have been amended since receiving the determination letter. However, the Committee and the Company's tax counsel believe that the plans are currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the plans were qualified and the related trust was tax-exempt as of the financial statement date. 3. SUBSEQUENT EVENT: ----------------- Effective September 30, 1992, Zapata terminated agreements with Arethusa (Off-Shore) Limited (Arethusa) and its subsidiaries pursuant to which Zapata managed the operation of Arethusa's rigs. In connection therewith, Arethusa agreed to establish a profit-sharing plan into which Zapata will transfer participant account balances with respect to certain employees who terminated their employment with Zapata and became employees of Arethusa. Such transfer was accomplished in October 1993 after Arethusa established a plan and received a favorable determination letter from the Internal Revenue Service. The account balances for participants in the Zapata Plan who are employees of Arethusa are included in the Zapata Plan financial statements as of September 30, 1993 and 1992. There were 492 and 509 participants, respectively, who were employees of Arethusa with aggregate account balances of $8,428,947 and $9,706,736 at September 30, 1993 and 1992, respectively. In October 1993, the aggregate account balances of the participants who were employees of Arethusa were transferred to the Arethusa profit-sharing plan. F-19 EXHIBIT 1 Continued SCHEDULE 1 ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ------------------------------------------------------------ SEPTEMBER 30, 1993 ------------------ The foregoing notes to financial statements of Zapata Corporation Master Profit-Sharing Trust and Zapata Haynie Corporation Profit- Sharing/Savings Plan are an integral part of this exhibit. F-20
Maturity Value or Number of Market Shares Description Cost Value - --------- ---------------------------------- --------- --------- EQUITY FUND ----------- COMMON STOCK: Basic industries- 2,700 Dow Chemical Company $151,572 $157,950 4,500 E.I. DuPont de Nemours & Co. 92,114 209,250 1,500 Rohm & Haas Company 82,340 75,562 2,100 Temple Inland Corp. 18,587 86,100 3,000 Kimberly-Clark Corp. 157,870 147,000 Consumer nondurable products- 2,000 Anheuser-Busch Companies Inc. 22,212 91,750 20,000 Coca-Cola Company 87,988 845,000 3,800 Disney Walt Company 120,360 143,450 4,000 General Mills Incorporated 252,778 241,000 4,500 Gillette Company 179,605 258,750 4,000 Kellogg Company 67,632 198,000 9,000 Pepsico Inc. 277,665 353,250 8,000 Nestle Sponsored ADR 237,813 306,728 2,500 Nike Inc. Class B 181,212 112,500 13,500 Philip Morris Companies Inc. 51,305 619,312 5,500 Procter & Gamble Company 107,079 261,250 5,000 Readers Digest Association Inc. 148,300 188,750 10,000 Sara Lee Corp. 224,175 236,250 800 Tambrands 49,748 33,900 Energy- 2,500 Chevron Corporation 76,859 244,375 2,000 Exxon Corporation 118,495 131,000 2,500 Mobil Corporation 41,999 204,062 2,500 Royal Dutch Petroleum Company 65,059 254,062 Financial services- 1,200 Federal National Mortgage Assoc. 94,422 94,500 3,000 Merrill Lynch & Co., Inc. 201,268 294,000 4,580 Unitrin Inc. 30,518 202,665 EXHIBIT 1 Continued SCHEDULE I Continued The foregoing notes to financial statements of Zapata Corporation Master Profit-Sharing Trust and Zapata Haynie Corporation Profit- Sharing/Savings Plan are an integral part of this exhibit. F-21
Maturity Value or Number Market of Shares Description Cost Value - --------- ------------------------------------ ---------- ---------- COMMON STOCK (Continued): Health and personal care- 4,000 American Home Products Corporation 92,901 244,000 3,000 Amgen Inc. 200,875 115,875 16,000 Merck & Company Inc. 323,040 492,000 5,000 Pfizer Inc. 360,488 297,500 Multi-industry- 2,500 Minnesota Mining & 175,858 257,188 Manufacturing Co. 3,000 WMX Technologies, Inc. 119,180 91,500 Retailing and Merchandising- 3,000 American Stores Company 125,715 127,125 4,500 May Department Stores Company 35,041 195,750 7,000 Johnson & Johnson 325,300 275,625 4,000 Toys R Us Inc. 108,575 147,500 6,000 Wal-Mart Stores Incorporated 139,680 147,750 Technology- 2,000 Emerson Electric Company 121,620 117,750 5,800 General Electric Company 101,418 556,075 2,500 Motorola, Inc. 172,337 252,500 Office business machine- 6,000 American Telephone & Telegraph 236,610 353,250 ---------- ----------- Total common stock 5,777,613 9,661,804 ---------- ----------- PREFERRED STOCK: 6,000 Cooper Industries Inc. 195,235 181,500 ---------- ----------- CONVERTIBLE BONDS: 141,000 Time Warner Inc., 8.75% convertible sub. deb., due January 10, 2015 147,698 149,813 ---------- ----------- SHORT-TERM INVESTMENTS: 429,758 NationsBank, Nations Prime 429,756 429,758 ---------- ----------- Total Equity Fund Investments $6,550,302 $10,422,875 ========== =========== MONEY MARKET/GUARANTEED INVESTMENT CONTRACT FUND SHORT-TERM INVESTMENTS: 164,131 NationsBank, Nations Prime $ 164,131 $ 164,131 6,729,945 IDS Trust Collective Income Fund 6,729,945 6,729,945 ---------- ----------- Total Money Market/Guaranteed Investment Contract Fund investments $6,894,076 $ 6,894,076 ========== =========== EXHIBIT 1 Continued SCHEDULE I Continued The foregoing notes to financial statements of Zapata Corporation Master Profit-Sharing Trust and Zapata Haynie Corporation Profit- Sharing/Savings Plan are an integral part of this exhibit. *Indicates party in interest. F-22
Maturity Value or Number of Market Shares Description Cost Value - --------- --------------------------------- --------- --------- FIXED INCOME FUND CORPORATE OBLIGATIONS: 350,000 American General Corporation, 9.625% note, due July 15, 2000 $ 356,517 $ 423,973 150,000 Philip Morris Inc., 7.625% note, due May 15, 2002 151,500 162,987 300,000 U.S. West Financial, 8.85% term note, due September 20, 1999 282,537 351,417 ---------- ---------- Total corporate obligations 790,554 938,377 ---------- ---------- U.S. GOVERNMENT AGENCIES: U.S. Treasury Notes- 125,000 6.375% note, due January 15, 1999 128,086 133,847 400,000 10.50% note, due August 15, 1995 403,625 447,876 400,000 Federal National Mortgage Association, 8.15%, due May 11, 1998 394,750 453,500 --------- ---------- Total U.S. Government agencies 926,461 1,035,223 ---------- ---------- SHORT-TERM INVESTMENTS: 80,811 NationsBank, Nations Prime 80,811 80,811 ---------- ---------- Total fixed Income Fund Investments $1,797,826 $ 2,054,411 ========== =========== ZAPATA COMMON STOCK FUND *213,959 ZAPATA CORPORATION COMMON STOCK $1,016,595 $ 213,959 SHORT-TERM INVESTMENTS: 4,662 NationsBank, Nations Prime 4,662 4,662 ---------- ---------- $1,021,257 $ 218,621 ========== ========== EXHIBIT 1 Continued SCHEDULE II ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN --------------------------------------------- ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST ---------------------------------------------- ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS ------------------------------------------------ FOR THE YEAR ENDED SEPTEMBER 30, 1993 ------------------------------------- The foregoing notes to financial statements of Zapata Corporation Master Profit-Sharing Trust and Zapata Haynie Corporation Profit- Sharing/Savings Plan are an integral part of this exhibit. F-23
Carrying Gain Value of Purchase Selling (Loss) on Description Asset Price Price Transaction - ---------------------------- ----------- --------- ----------- ----------- SHORT-TERM INVESTMENTS: NationsBank- EBP Short-Term Investment Fund- 223 dispositions $3,704,206 $ - $3,704,206 $ - 299 acquisitions 3,704,206 3,704,206 - - SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on behalf of the undersigned hereto duly authorized. ZAPATA HAYNIE CORPORATION Profit Sharing/Savings Plan /s/ Thomas H. Bowersox March 29, 1994 -------------------------- Thomas H. Bowersox Vice President