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<SEC-DOCUMENT>0000950123-03-013515.txt : 20031205
<SEC-HEADER>0000950123-03-013515.hdr.sgml : 20031205
<ACCEPTANCE-DATETIME>20031205162344
ACCESSION NUMBER:		0000950123-03-013515
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030923
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031205

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:		031040668

	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>y92300e8vkza.txt
<DESCRIPTION>AMENDMENT NO.2 TO FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 2

                             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 11
<PAGE>
                    INFORMATION TO BE INCLUDED IN THE REPORT

      On September 23, 2003, Zapata Corporation (the "Registrant") acquired
2,663,905 shares of common stock of Safety Components International Inc. (OTCBB:
"SAFY") in privately negotiated transactions for $30.9 million, including
brokerage commissions. On October 7, 2003, the Registrant acquired an additional
1,498,489 shares of common stock of Safety Components in privately negotiated
transactions for $16.9 million, including brokerage commissions.

      The Registrant hereby amends its Report on Form 8-K, filed on September
29, 2003, as amended by Amendment No. 1 filed on October 9, 2003, to update its
report of these acquisitions and file the financial statements and pro forma
financial information required by Item 7 of Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Businesses Acquired.

            The financial statements of Safety Components required to be filed
            are incorporated by reference to the financial statements of Safety
            Components set forth at pages F-2 to F-27 of its Annual Report on
            Form 10-K for the fiscal year ended March 29, 2003 and pages 3 to 14
            of its Quarterly Report on Form 10-Q for the quarterly period ended
            September 27, 2003 which are included herewith as Exhibit 99.6.

      (b)   Pro Forma Financial Information.

            The pro forma financial information required to be filed is attached
            hereto as Exhibit 99.7.

      (c)   Exhibits.

<TABLE>
<CAPTION>
Exhibit No.       Description
- -----------       -----------
<S>               <C>
23.1              Consent of Deloitte & Touche LLP, (relates to financial
                  statements of Safety Components International, Inc.)

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.*

99.6              Consolidated Financial Statements of Safety Components
                  International, Inc. (incorporated by reference to pages F-2 to
                  F-27 of the Safety Components International, Inc. Annual
                  Report on Form 10-K for the fiscal year ended March 29, 2003
                  (File No. 0-23938, filed June 25, 2003); and Unaudited
                  Condensed Consolidated Financial Statements of Safety
                  Components International, Inc. (incorporated by reference to
                  pages 3 to 14 of the Safety Components International, Inc.
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  September 27, 2003 (File No. 0-23938) filed November 3, 2003).

99.7              Pro Forma Financial Information related to Zapata
                  Corporation's acquisition of Safety Components International
                  Inc.
</TABLE>

*  Previously filed

                                  Page 2 of 11
<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: December 5, 2003                   By:    /s/ Leonard DiSalvo
                                                --------------------------------
                                         Name:  Leonard DiSalvo
                                         Title: Vice President - Finance and CFO

                                  Page 3 of 11
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description
- -----------       -----------
<S>               <C>
23.1              Consent of Deloitte & Touche LLP, (relates to financial
                  statements of Safety Components International, Inc.)

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.*

99.6              Consolidated Financial Statements of Safety Components
                  International, Inc. (incorporated by reference to pages F-2 to
                  F-27 of the Safety Components International, Inc. Annual
                  Report on Form 10-K for the fiscal year ended March 29, 2003
                  (File No. 0-23938) filed June 25, 2003); and Unaudited
                  Condensed Consolidated Financial Statements of Safety
                  Components International, Inc. (incorporated by reference to
                  pages 3 to 14 of the Safety Components International, Inc.
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  September 27, 2003 (File No. 0-23938, filed November 3, 2003).

99.7              Pro Forma Financial Information related to Zapata
                  Corporation's acquisition of Safety Components International
                  Inc.
</TABLE>

*  Previously filed

                                  Page 4 of 11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>y92300exv23w1.txt
<DESCRIPTION>CONSENT OF DELIOTTE & TOUCHE LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Current Report on Form 8-K/A
Amendment No. 2 under the Securities Exchange Act of 1934 of Zapata Corporation
dated December 5, 2003 and in the Registration Statement on Form S-8 of Zapata
Corporation (Registration No. 333-45568) - 1996 Long Term Incentive Plan of our
report dated June 6, 2003 (which report expresses an unqualified opinion and
includes explanatory paragraphs relating to (1) the Company's emergence from
bankruptcy as of October 10, 2000, and the effect of this emergence on the
comparability of the consolidated financial statements and (2) the Company's
change in method of accounting for goodwill to conform with Statement of
Financial Accounting Standard No. 142), and contained in the Annual Report on
Form 10-K of Safety Components International, Inc. for the year ended March 29,
2003.

DELOITTE & TOUCHE LLP

Greenville, South Carolina
December 5, 2003

                                  Page 5 of 11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>4
<FILENAME>y92300exv99w7.txt
<DESCRIPTION>PRO FORMA FINANCIAL INFORMATION
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.7

On September 23, 2003, Zapata purchased 2,663,905 shares of Safety Components
International, Inc. ("Safety Components" or "Safety") common stock in privately
negotiated transactions. These shares were purchased for $30.9 million and
represented approximately 54% of Safety's common stock outstanding. Zapata
accounted for this transaction under the purchase method and consolidated
amounts related to Safety's assets and liabilities into Zapata's consolidated
balance sheet as of September 30, 2003. Although Zapata and its other
consolidated subsidiaries have calendar quarter ends, balances related to
Safety's fiscal quarter ended September 27, 2003 were included as if Safety
utilized a calendar quarter end. Due to the timing of the acquisition, no
amounts related to Safety's operations were included in Zapata's consolidated
statements of operations for the nine month period ended September 30, 2003.

On October 7, 2003, Zapata purchased an additional 1,498,489 shares of Safety
common stock in privately negotiated transactions. These additional shares were
purchased for $16.9 million and increased the Company's ownership percentage of
Safety's outstanding common stock to approximately 84%. The Company is in the
process of performing an assessment of the fair values of the assets and
liabilities acquired to determine the final allocation of the total purchase
price.

The following unaudited pro forma combined condensed consolidated balance sheet
and statements of income give effect to Zapata Corporation's acquisition of 84%
of Safety's common stock. The pro forma balance sheet gives effect to the
acquisition as if it had occurred on September 30, 2003 and the statements of
operations assume the acquisition occurred as of the beginning of each of the
periods presented. These statements are presented after giving effect to certain
adjustments for compensation agreements, forgone interest and related income tax
effects which are based upon currently available information and upon certain
assumptions that the Company believes are reasonable. These pro forma amounts do
not purport to present what Zapata's consolidated balances or results of
operations would have been if the aforementioned transaction had in fact
occurred as of the assumed dates, nor do they project the Company's consolidated
results of operations for any future period.

                                  Page 6 of 11
<PAGE>
                               ZAPATA CORPORATION
            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                   ZAPATA
                                                 CORPORATION      PRO FORMA         COMBINED
                                                   (NOTE 1)      ADJUSTMENTS        PRO FORMA
                                                 -----------     -----------        ---------
<S>                                              <C>             <C>                <C>
                   ASSETS

Current assets:
   Cash and cash equivalents                     $    73,828     $   (16,933)(a)    $  56,895
   Short-term investments                              8,809              --            8,809
   Accounts receivable, net                           59,720              --           59,720
   Inventories, net                                   72,540             840(b)        73,380
   Prepaid expenses and other current assets           4,333              --            4,333
                                                 -----------     -----------        ---------
      Total current assets                           219,230         (16,093)         203,137
                                                 -----------     -----------        ---------


   Other assets                                       26,065            (314)(c)       25,751
   Property, plant, equipment and other
      long-lived assets, net                         134,660          (1,892)(d)      132,768
                                                 -----------     -----------        ---------
      Total assets                               $   379,955     $   (18,299)       $ 361,656
                                                 ===========     ===========        =========

    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt          $     8,884     $        --        $   8,884
   Accounts payable                                   22,064              --           22,064
   Accrued and other current liabilities              34,614              --           34,614
                                                 -----------     -----------        ---------
      Total current liabilities                       65,562              --           65,562
                                                 -----------     -----------        ---------
   Long-term debt                                     31,403              --           31,403
   Pension liabilities                                11,464              --           11,464
   Other liabilities and deferred taxes               10,367            (924)(c)        9,443
   Minority interest                                  84,352         (17,375)(e)       66,977
                                                 -----------     -----------        ---------
      Total liabilities                          $   203,148     $   (18,299)       $ 184,849
                                                 -----------     -----------        ---------
Commitments and contingencies
Stockholders' equity:
   Preferred stock, $.01 par; 200,000 shares
      authorized; none issued or outstanding     $        --     $        --        $      --
   Preference stock, $.01 par; 1,800,000
      shares authorized; none issued or
      outstanding                                         --              --               --
   Common stock, $0.01 par, 16,500,000
      shares authorized; 3,070,325 shares
      issued; 2,391,315 shares outstanding                31              --               31
   Capital in excess of par value                    162,809              --          162,809
   Retained earnings                                  51,015              --           51,015
   Treasury stock, at cost, 679,010 shares           (31,668)             --          (31,668)
   Accumulated other comprehensive loss               (5,380)             --           (5,380)
                                                 -----------     -----------        ---------
      Total stockholders' equity                 $   176,807     $        --        $ 176,807
                                                 -----------     -----------        ---------
      Total liabilities and stockholders'
         equity                                  $   379,955     $   (18,299)       $ 361,656
                                                 ===========     ===========        =========
</TABLE>

- ----------

Note 1:     This column represents Zapata Corporation's reported unaudited
            condensed consolidated balance sheet as of September 30, 2003. This
            consolidated balance sheet reflects Zapata's 54% ownership in Safety
            Components.

                                  Page 7 of 11
<PAGE>
(a)   Reflects Zapata's purchase of additional Safety Components common stock on
      October 7, 2003, which was funded from Zapata's cash and cash equivalents.

(b)   Reflects purchase accounting adjustments to inventory related to the
      purchase of additional Safety Components common stock on October 7, 2003.

(c)   Reflects purchase accounting adjustments to deferred taxes related to the
      purchase of additional Safety Components common stock on October 7, 2003.

(d)   Reflects purchase accounting adjustments related to the purchase of
      additional Safety Components common stock on October 7, 2003. The excess
      of the fair value of the net assets acquired over the purchase price was
      applied to "Property, plant, equipment and other long-lived assets."
      Zapata is in the process of completing its determination of the fair value
      of certain assets and liabilities; thus, the allocation is subject to
      adjustment.

(e)   Reflects the minority interest effects of Zapata's 84% ownership interest
      in Safety Components.

                                  Page 8 of 11
<PAGE>
                               ZAPATA CORPORATION
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                   ZAPATA          SAFETY
                                                 CORPORATION      COMPONENTS      PRO FORMA     COMBINED
                                                  (NOTE 1)        (NOTE 2)      ADJUSTMENTS     PRO FORMA
                                                 -----------      ----------    -----------     ---------
<S>                                              <C>              <C>           <C>             <C>

Revenues                                         $    84,544      $  183,638    $        --     $ 268,182
Cost of revenues                                      68,346         159,068             --       227,414
                                                 -----------      ----------    -----------     ---------
      Gross profit                                    16,198          24,570             --        40,768

Operating expense:
   Selling, general and administrative                 9,925          10,893             --        20,818
   Research and development                               --           1,185             --         1,185
   Expenses associated with change of control             --           2,758         (2,758)(a)        --
                                                 -----------      ----------    -----------     ---------
      Total operating expenses                         9,925          14,836         (2,758)       22,003
                                                 -----------      ----------    -----------     ---------
Operating income                                       6,273           9,734          2,758        18,765
                                                 -----------      ----------    -----------     ---------

Other income (expense):
   Interest income (expense), net                        194          (2,086)          (407)(b)    (2,299)
   Other, net                                            (42)          1,708             --         1,666
                                                 -----------      ----------    -----------     ---------
                                                         152            (378)          (407)         (633)
                                                 -----------      ----------    -----------     ---------
Income before income taxes and minority
   interest                                            6,425           9,356          2,351        18,132

Provision for income taxes                            (3,333)         (3,706)          (893)(c)    (7,932)
Minority interest in continuing operations of
   consolidated subsidiaries                          (2,293)             --         (1,183)(d)    (3,476)
                                                 -----------      ----------    -----------     ---------
Income from continuing operations                $       799      $    5,650    $       275     $   6,724
                                                 ===========      ==========    ===========     =========

Income from continuing operations per share:
   Basic  (Note 3)                               $      0.33                                    $    2.81
                                                 ===========                                    =========
   Diluted  (Note 3)                             $      0.33                                    $    2.80
                                                 ===========                                    =========

Weighted average common shares outstanding:
   Basic                                               2,391                                        2,391
                                                 ===========                                    =========
   Diluted                                             2,403                                        2,403
                                                 ===========                                    =========
</TABLE>

- ----------

Note 1:     This column represents Zapata Corporation's reported unaudited
            condensed consolidated statements of income for the nine months
            ended September 30, 2003. Due to the timing of the acquisition, no
            amounts related to Safety's operations were included in Zapata's
            consolidated statements of operations for the nine month period
            ended September 30, 2003.

Note 2:     This column represents Safety Components International, Inc.'s
            unaudited condensed consolidated statements of income for the nine
            months ended September 27, 2003. These amounts were calculated by
            adding Safety's reported results of operations for its twenty-six
            week period ended September 27, 2003 to its year ended March 29,
            2003, less its thirty-nine week period ended December 28, 2002. This
            column excludes charges related to Safety's discontinued operations
            of $660,000 recorded during the nine months ended September 27,
            2003.

Note 3:     Basic income from continuing operations per share was computed by
            dividing the income from continuing operations by the weighted
            average common shares outstanding during the year. Diluted income
            from continuing operations per share excluded options that had an
            exercise price greater than the average market price of the common
            shares for the period.

                                  Page 9 of 11
<PAGE>
(a)   Reflects the elimination of a non-recurring, one-time charge of $2.8
      million recorded by Safety Components during its quarter ended September
      27, 2003. Zapata's purchase of Safety's common stock triggered a change of
      control resulting in a modification in Safety's Stock Option Plan for
      which Safety recognized a $1.4 million charge. Additionally, employment
      agreements of certain Safety executives included a provision for a
      one-time, non-recurring bonus payable in the event of a change of control.
      Safety recorded an additional expense of $1.4 million for these bonuses.

(b)   Reflects the elimination of interest income that Zapata earned on the
      $47.8 million in cash, cash equivalents and short-term investments that
      was used to purchase Safety common stock. This forgone interest was
      calculated at Zapata's historical weighted average interest rate for the
      nine month period ended September 30, 2003.

(c)   Reflects the tax effects of the pro forma adjustments using Zapata's
      statutory rate of 38% for the nine month period ended September 30, 2003.

(d)   Reflects the minority interest effects of Zapata's 84% ownership interest
      in Safety Components.

                               ZAPATA CORPORATION
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002
                  (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                    ZAPATA          SAFETY
                                                  CORPORATION      COMPONENTS     PRO FORMA         COMBINED
                                                      (1)             (2)        ADJUSTMENTS        PRO FORMA
                                                  -----------      ----------    -----------        ---------
<S>                                               <C>              <C>           <C>                <C>
Revenues                                          $   117,008      $  237,617    $        --        $ 354,625
Cost of revenues                                       89,305         209,146             --          298,451
                                                  -----------      ----------    -----------        ---------
      Gross profit                                     27,703          28,471             --           56,174

Operating expense:
   Selling, general and administrative                 11,906          14,236             --           26,142
   Research and development                                --             982             --              982
                                                  -----------      ----------    -----------        ---------
      Total operating expenses                         11,906          15,218             --           27,124
                                                  -----------      ----------    -----------        ---------
Operating income                                       15,797          13,253             --           29,050

Other income (expense):
   Interest  income, net                                  822          (3,564)          (798)(a)       (3,540)
   Other, net                                            (222)          3,352             --            3,130
                                                  -----------      ----------    -----------        ---------
                                                          600            (212)          (798)            (410)
Income before income taxes and minority
    interest                                           16,397          13,041           (798)          28,640

Provision for income taxes                             (5,120)         (5,353)           303(b)       (10,170)
Minority interest in continuing operations of
   consolidated subsidiaries                           (4,804)             --         (1,236)(c)       (6,040)
                                                  -----------      ----------    -----------        ---------
Income from continuing operations                 $     6,473      $    7,688    $    (1,731)       $  12,430
                                                  ===========      ==========    ===========        =========

Income from continuing operations per share:
   Basic  (Note 3)                                $      2.71                                       $    5.20
                                                  ===========                                       =========
   Diluted  (Note 3)                              $      2.70                                       $    5.19
                                                  ===========                                       =========
Weighted average common shares outstanding:
   Basic                                                2,391                                           2,391
                                                  ===========                                       =========
   Diluted                                              2,395                                           2,395
                                                  ===========                                       =========
</TABLE>

- ----------

Note 1:     This column represents Zapata Corporation's reported unaudited
            condensed consolidated statements of income for the year ended
            December 31, 2002. Due to the timing of the acquisition, no amounts
            related to

                                 Page 10 of 11
<PAGE>
            Safety's operations were included in Zapata's consolidated
            statements of operations for the year ended December 31, 2002.

Note 2:     This column represents Safety Components International, Inc.'s
            condensed consolidated statements of income for the fifty-two week
            period ended December 28, 2002. These amounts were calculated by
            adding Safety's reported results of operations for its thirty-nine
            week period ended December 28, 2002 to its year ended March 30,
            2002, less its thirty-nine week period ended December 29, 2001. This
            column excludes Safety's charges of $1.6 million and $14.7 million
            from discontinued operations and cumulative effect of a change in
            method of accounting, respectively, which were recorded during the
            fifty-two week period ended December 28, 2002.

Note 3:     Basic income from continuing operations per share was computed by
            dividing the income from continuing operations by the weighted
            average common shares outstanding during the year. Diluted income
            from continuing operations per share excluded options that had an
            exercise price greater than the average market price of the common
            shares for the period.

(a)   Reflects the elimination of interest income that Zapata earned on the
      $47.8 million in cash, cash equivalents and short-term investments that
      was used to purchase Safety common stock. This forgone interest was
      calculated at Zapata's historical weighted average interest rate for the
      year ended December 31, 2002.

(b)   Reflects the tax effects of the pro forma adjustments using Zapata's
      statutory rate of 38% for the year ended December 31, 2002.

(c)   Reflects the minority interest effects of Zapata's 84% ownership interest
      in Safety Components.

                                 Page 11 of 11

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