-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 UjvRc/VFzO9mWcsZuU3/GMgN3W0VUD6SPP2rxMvhUNNV8k82RsIkrR2BneVyE7Rz
 KLdv/Owdxq5eE1T3tZoGXw==

<SEC-DOCUMENT>0000950123-03-011250.txt : 20031009
<SEC-HEADER>0000950123-03-011250.hdr.sgml : 20031009
<ACCEPTANCE-DATETIME>20031009172912
ACCESSION NUMBER:		0000950123-03-011250
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030923
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031009

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZAPATA CORP
		CENTRAL INDEX KEY:			0000109177
		STANDARD INDUSTRIAL CLASSIFICATION:	FATS & OILS [2070]
		IRS NUMBER:				741339132
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04219
		FILM NUMBER:		03935680

	BUSINESS ADDRESS:	
		STREET 1:		100 MERIDIAN CENTRE
		STREET 2:		SUITE 350
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14618
		BUSINESS PHONE:		585 242 2000

	MAIL ADDRESS:	
		STREET 1:		100 MERIDIAN CENTRE
		STREET 2:		SUITE 350
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14618

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAPATA NORNESS INC
		DATE OF NAME CHANGE:	19720314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAPATA OFF SHORE CO
		DATE OF NAME CHANGE:	19690115
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>y90565a1e8vkza.txt
<DESCRIPTION>AMENDMENT TO FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)        September 23, 2003
                                                 -------------------------------

                               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)





                                  Page 1 of 21
<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 2. Acquisition or Disposition of Assets.

         This Form 8-K/A amends the Form 8-K of Zapata Corporation (the
"Company") filed on September 29, 2003. That Form 8-K reported under Item 2 the
Company's acquisition of 2,663,905 shares of common stock of Safety Components
International Inc. (OTCBB: "SAFY").

         On October 2, 2003, executed a transaction to acquire an additional
1,498,489 shares of common stock of Safety Components in two privately
negotiated block transactions for $16.9 million, including brokerage
commissions. Of these shares, the Company purchased 1,444,972 shares from AIG
Global Investment Corp., at a price of $11.30 per share, and 53,517 shares from
the Pacholder High Yield Fund also at $11.30 per share. The purchase prices were
determined through arms-length negotiations between the Company and the sellers.

         On October 6, 2003 the Company issued a press release announcing its
purchase of this additional Safety Components' common stock. A copy of the press
release is attached hereto as exhibit 99.3. The Company also filed a Schedule
13D Amendment No. 1 with respect to the purchase of this additional common stock
and a Schedule 13D Amendment No. 2 to report the grant of an irrevocable proxy
with respect to 1,444,972 of the shares purchased. The Schedule 13D Amendment
No. 1 and Amendment No. 2 are filed as exhibits 99.4 and 99.5, respectively
hereto and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

         (a)-(b) The financial statements of Safety Components and the pro forma
         financial statements required to be filed with this Report are not
         available. The Company will file the required financial statements as
         an amendment to this Form 8-K as soon as practical but not later than
         60 days after the date of the filing of this Report.

         (c)    Exhibits.

Exhibit No.     Description
- -----------     -----------

99.1            Press Release issued by Zapata Corporation dated September
                29, 2003*
99.2            Schedule 13D filed by Zapata Corporation in connection with
                its holdings in Safety Components International, Inc.*
99.3            Press Release issued by Zapata Corporation dated
                October 6, 2003
99.4            Schedule 13D Amendment No. 1 filed by Zapata Corporation
                in connection with its holdings in Safety Components
                International, Inc.
99.5            Schedule 13D Amendment No. 2 filed by Zapata Corporation
                in connection with its holdings in Safety Components
                International, Inc.

*Previously filed.




                                  Page 2 of 21




<PAGE>


                                   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: October 9, 2003            By:      /s/ Leonard DiSalvo
                                          ---------------------------------
                                 Name:    Leonard DiSalvo
                                 Title:   Vice President - Finance and CFO






                                  Page 3 of 21
<PAGE>


                                 EXHIBIT INDEX


Exhibit No.    Description
- ----------     -----------

99.1           Press Release issued by Zapata Corporation, dated
               September 29, 2003*
99.2           Schedule 13D filed by Zapata Corporation in connection with
               its holdings in Safety Components International, Inc.*
99.3           Press Release issued by Zapata Corporation dated
               October 6, 2003
99.4           Schedule 13D Amendment No. 1 filed by Zapata Corporation
               in connection with its holdings in Safety Components
               International, Inc.
99.5           Schedule 13D Amendment No. 2 filed by Zapata Corporation
               in connection with its holdings in Safety
               Components International, Inc.


*Previously filed.



                                  Page 4 of 21




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>3
<FILENAME>y90565a1exv99w3.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


                                                                    Exhibit 99.3

             ZAPATA CORPORATION ACQUIRES ADDITIONAL STAKE IN SAFETY
                         COMPONENTS INTERNATIONAL, INC.

ROCHESTER, NEW YORK, October 6, 2003 - Zapata Corporation (NYSE: "ZAP")
announced today that it has purchased an additional 1,498,489 shares of common
stock in Safety Components International, Inc. (OTCBB: "SAFY") in privately
negotiated transactions at a purchase price of $16.9 million or $11.30 per
share. On September 29, 2003 Zapata announced that it had purchased 2,663,905
shares of common stock in Safety Components. As a result of its recent
purchases, Zapata now holds approximately 83.9% of Safety Components'
outstanding shares.

Safety Components International is an independent supplier of automotive airbag
fabric and cushions and technical fabrics with operations in North America and
Europe. Safety Components sells airbag fabric domestically and cushions
worldwide to the major airbag module integrators that outsource such products.
Safety Components is also a manufacturer of value-added technical fabrics used
in a variety of niche industrial and commercial applications such as ballistics
material for luggage, filtration, military tents and fire service apparel. For
the year ended March 29, 2003, Safety Components reported sales of $244.3
million and income from continuing operations of $7.9 million. For the thirteen
weeks ended June 28, 2003, Safety Components reported sales of $67.4 million and
net income of $4.4 million.

About Zapata Corporation:

Zapata Corporation 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.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: The statements contained in this press release which are not historical
fact are forward-looking statements based upon management's current expectations
that are subject to risks and uncertainties that could cause actual results,
events and developments to differ materially from those set forth in or implied
by forward looking statements. Factors that could cause actual results, events
and developments to differ include, without limitation, those factors listed
under the caption "Significant Factors That Could Affect Future Performance And
Forward Looking Statements" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002. Consequently all forward looking statements made
herein are qualified by these cautionary statements and there can be no
assurance that the actual results, events or developments referenced herein will
occur or be realized.



Contact:
Zapata Corporation
Leonard DiSalvo
585 242-8703
www.zapatacorp.com
- ------------------






                                  Page 5 of 21



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>4
<FILENAME>y90565a1exv99w4.txt
<DESCRIPTION>SSCHEDULE 13D AMENDMENT NO. 1
<TEXT>
<PAGE>


Exhibit 99.4


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                               (Amendment No. 1)*

                   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)

                                October 2, 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.


                                  Page 6 of 21
<PAGE>
*      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).


                                  Page 7 of 21


<PAGE>


- -----------------------------------------------------------------
(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

                                                4,162,394 shares
                                       ---------------------------
NUMBER OF SHARES                       (8)   SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON                            0
                                       ---------------------------
WITH                               (9)    SOLE DISPOSITIVE POWER

                                               4,162,394 shares
                                       ----------------------------
                                   (10)   SHARED DISPOSITIVE POWER

                                                    0
- --------------------------------------------------------------------
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
       REPORTING PERSON

       4,162,394 shares
- ---------------------------------------------------------------------
(12)     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
         (See Instructions)             / /
- ---------------------------------------------------------------------

                                  Page 8 of 21

<PAGE>

- -------------------------------------------------------------------------------
(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         83.9%

- -------------------------------------------------------------------------------

(14)     TYPE OF REPORTING PERSON (See Instructions)
         CO

- -------------------------------------------------------------------------------


                                  Page 9 of 21


<PAGE>


         This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being
filed by Zapata Corporation ("Zapata") to amend its original Schedule 13D
(the "Original Schedule 13D") filed by Zapata relating to the common stock,
par value $0.01 per share (the "Common Stock"), of Safety Components
International, Inc., a Delaware corporation (the "Issuer"). This Amendment
No. 1 reports the purchase of additional shares of Common Stock by Zapata.
All other items that remain unchanged from the Original Schedule 13D are not
repeated herein, but are incorporated herein by reference.

Item 1. Security and Issuer.

         This statement relates to 4,162,394 shares of the Common Stock of the
Issuer. The Issuer's principal executive office is located at 41 Stevens Street,
Greenville, South Carolina 29605.

Item 3. Source and Amount of Funds or Other Consideration

         As of October 6, 2003, Zapata had invested $47.8 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 made its initial purchase shares of Common Stock to establish a
significant equity interest in the Issuer. As detailed in this Amendment No. 1,
Zapata has purchased an additional 1,498,489 shares of Common Stock. 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 (subject to
compliance with applicable law) or to dispose of its Common Stock, in all cases
on such terms and at such times as Zapata deems advisable.

         Zapata has contacted the Issuer's management to seek a meeting. Zapata
expects the meeting will take place in the near future. At the meeting Zapata
intends to discuss its investment in the Issuer and representation on the
Issuer's Board of Directors. Depending on Zapata's on-going evaluation of the
Issuer as well as other factors which Zapata deems relevant, Zapata may also
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 Amendment No. 1, Zapata beneficially owns
4,162,394 shares of Common Stock. Based on information contained in the most
recently available filing

                                 Page 10 of 21


<PAGE>
by the Issuer with the Securities and Exchange Commission, such shares
constitute approximately 83.9% 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
4,162,394 shares of Common Stock.

         (c)  The following is a description of all transactions in the Common
Stock within the last 60 days not previously reported in the Original Schedule
13D. Each transaction was a privately negotiated block purchase by Zapata.

              Settlement
                 Date
            of Transaction      No. of Shares       Price Per Share
            --------------      -------------       ---------------

               10/7/03            1,498,489             $11.30


                                 Page 11 of 21

<PAGE>



                                    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: October 6, 2003

                                         ZAPATA CORPORATION

                                         By:    /s/ Leonard DiSalvo
                                                --------------------------------
                                         Name:  Leonard DiSalvo
                                         Title: VP--Finance and CFO



                                 Page 12 of 21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>5
<FILENAME>y90565a1exv99w5.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT NO. 2
<TEXT>
<PAGE>


                                                            Exhibit 99.5

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                               (Amendment No. 2)*

                    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)

                                 October 6, 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.

                                 Page 13 of 21


<PAGE>


*        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).

                                 Page 14 of 21
<PAGE>


- --------------------------------------------------------------------------------
(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

                                                      4,162,394 shares
                                             -----------------------------------
NUMBER OF SHARES                    (8)     SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON                                0
WITH                                         -----------------------------------
                                    (9)      SOLE DISPOSITIVE POWER

                                                      4,162,394 shares
                                             -----------------------------------
                                    (10)     SHARED DISPOSITIVE POWER

                                                     0
- --------------------------------------------------------------------------------
(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON

         4,162,394 shares

- --------------------------------------------------------------------------------
(12)     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
         (See Instructions)                            / /

- --------------------------------------------------------------------------------


                             Page 15 of 21

<PAGE>


(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         83.9%

- --------------------------------------------------------------------------------
(14)     TYPE OF REPORTING PERSON (See Instructions)
         CO







                                 Page 16 of 21


<PAGE>


         This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed
by Zapata Corporation ("Zapata") to amend its original Schedule 13D filed
September 29, 2003 by Zapata, as amended by Amendment No. 1 filed October 6,
2003 (the "Schedule 13D"), relating to the common stock, par value $0.01 per
share (the "Common Stock"), of Safety Components International, Inc., a Delaware
corporation (the "Issuer"). This Amendment No. 2 amends the Schedule 13D to
include additional information in Item No. 6 and Item No. 7. All other items
that remain unchanged from the Schedule 13D are not repeated herein, but are
incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

         The seller of 1,444,972 shares of Common Stock that Zapata acquired on
October 2, 2003 executed and delivered to Zapata an irrevocable proxy to vote at
the Issuer's 2003 annual meeting of stockholders the shares of Common Stock held
by it or with respect to which it has the right to vote as of the record date
for such annual meeting. A copy of the proxy is filed as Exhibit 5 and is
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.*

5.   Irrevocable Proxy dated October 6, 2003 executed by AIG Global Investment
     Corp. in favor of Zapata.

*Previously filed.





                                 Page 17 of 21

<PAGE>



                                   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: October 9, 2003


                                         ZAPATA CORPORATION

                                         By:    /s/ Leonard DiSalvo
                                                --------------------------------
                                                Name: Leonard DiSalvo
                                                Title: VP--Finance and CFO






                                 Page 18 of 21


<PAGE>


                                 EXHIBIT INDEX
                                 -------------


Exhibit No.               Description
- -----------               -----------

5.       Irrevocable Proxy dated October 6, 2003 executed by AIG Global
         Investment Corp. in favor of Zapata








                                 Page 19 of 21

<PAGE>
                                                                  EXHIBIT 5
                                                                  ---------

                                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]

                                 Page 20 of 21

<PAGE>

         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 6TH day of October 2003.

                                   AIG GLOBAL INVESTMENT CORP.,
                                   an investment adviser
                                   On behalf of each of its affiliates and funds
                                   under management

                                   Number of shares 1,444,972
                                   ----------------


                                   By:      /s/ Timothy Janzen
                                            -----------------------------------
                                   Name:    Timothy Janzen
                                   Title:   Managing Director

                                 Page 21 of 21




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
