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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to stockholder ratification, the Board of Directors has
appointed Coopers & Lybrand L.L.P. to serve as the Company's independent public
accountants for the fiscal year ending September 30, 1995. Representatives of
Coopers & Lybrand L.L.P. are expected to be present at the meeting and will have
the opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
Vote Required
The affirmative vote of a majority of the total number of shares of
Common Stock and $2 Preference Stock present in person or represented by proxy
at the meeting is required to approve the ratification of Coopers & Lybrand
L.L.P. as the Company's independent public accountants.
The Board of Directors recommends a vote FOR ratification of the
selection of Coopers & Lybrand L.L.P. as the Company's independent public
accountants for the fiscal year ending September 30, 1995.
STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING
Martin Glotzer, who resides at 7061 North Kedzie Avenue #301, Chicago,
Illinois 60645, is the owner of 2,000 shares, and John J. Gilbert, who resides
at 29 East 64th Street, New York, New York 10021-7043, is the owner of 203
shares and co-trustee with Margaret R. Gilbert under the will of Caston J.
Gilbert for 40 shares, and both representing an additional family interest of
1,600 shares of the Company's Common Stock. These stockholders have advised
the Company that it is their intention to present the following resolution for
consideration and action by stockholders at the 1995 Annual Meeting of
Stockholders:
"RESOLVED: That the stockholders of Zapata Corporation, assembled in
annual meeting in person and by proxy, hereby request the Board of
Directors to take the steps necessary to provide for cumulative voting in
the election of directors, which means each stockholder shall be entitled
to as many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or she may cast
all of such votes for a single candidate, or any two or more of them as he
or she may see fit."
Proponent's Statement in Support of Proposal
Ms. Gilbert and Messrs. Glotzer and Gilbert have made the following statement in
support of this proposal:
"REASONS: Support along the lines we suggest were shown at the last annual
meeting, when 6.7%, __________ [left blank by proponents] owners of
7,077,149 shares, were cast in favor of this proposal. The vote against
included __________ [left blank by proponents] unmarked proxies.
"A law enacted in California provides that all state pension holding and
state college funds invested in shares must be voted in favor of cumulative
voting proposals, showing increasing recognition of the importance of this
democratic means of electing directors.
"The National Bank Act provides for cumulative voting. Unfortunately, in
many cases companies get around it by forming holding companies without
cumulative voting. Banking authorities have the right to question the
capability of directors to be on banking boards. Unfortunately, in many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see that the SEC has finally taken action
to prevent bad
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