Add the following information to the contact section of the
release: Rubenstein Associates - Charles V. Zehren, 212-843-8590,
czehren@rubenstein.com and Ming Lee Hatch, 212-843-8019,
mhatch@rubenstein.com
The corrected release reads:
ZAPATA CORPORATION ANNOUNCES THIRD
QUARTER RESULTS AND REINCORPORATION MERGER
Zapata Corporation (NYSE: ZAP) today announced its consolidated
financial results for the three and nine months ended September 30,
2009 and its entry into an Agreement and Plan of Merger with its
newly formed, wholly-owned subsidiary, Harbinger Group Inc.
Third Quarter Results:
For the quarter ended September 30, 2009, Zapata reported a
consolidated net loss of $345,000 or $0.02 per share as compared to
a consolidated net loss of $188,000 or $0.01 per share for the
quarter ended September 30, 2008. For the nine months ended
September 20, 2009, Zapata had a consolidated net loss of $1.5
million or $0.08 per share as compared to consolidated net income
of $444,000 or $0.02 per share for the comparable period of the
prior year. On a consolidated basis, the three and nine months
ended September 30, 2009 reflect decreases in interest income and
increases in professional fees partially offset by the recognition
of other income related to old businesses of Zapata.
Reincorporation Merger:
On November 3, 2009, Zapata’s board of directors adopted an
Agreement and Plan of Merger between Zapata and its newly formed,
wholly-owned subsidiary, Harbinger Group Inc., a Delaware
corporation. Also on November 3, 2009, the holders of a majority of
Zapata’s issued and outstanding shares of common stock consented in
writing to the Agreement and Plan of Merger. The agreement provides
for the merger of Zapata with and into Harbinger Group and will
result in the following:
- the domicile of Zapata will
change from the State of Nevada to the State of Delaware;
- Zapata will be governed by the
laws of the State of Delaware and by a new Certificate of
Incorporation and new Bylaws prepared in accordance with Delaware
law;
- Zapata’s stockholders will
receive one share of common stock of Harbinger Group for each share
of Zapata common stock owned by them at the time the merger is
effected;
- the persons presently serving as
Zapata’s executive officers and directors will serve in their same
respective positions with Harbinger Group;
- Zapata’s name will change to
Harbinger Group Inc. and its trading symbol will change to “HRG”;
and
- Harbinger Group will be the
successor corporation and continue the business of Zapata.
Zapata plans to file a preliminary Information Statement on
Schedule 14C with the Commission on or about November 4, 2009.
Zapata expects that the merger will become effective 20 calendar
days after the date Zapata mails the definitive Information
Statement to its stockholders.
About Zapata:
Zapata is a holding company with approximately $153.2 million in
consolidated cash, cash equivalents and investments as of September
30, 2009 and owns approximately 98% of Zap.Com Corporation (OTCBB:
ZPCM), which is a public shell company. The Company is currently
searching for candidates for acquisition or business
combination.
The Company makes certain reports available free of charge on
its website at www.zapatacorp.com as soon as reasonably practicable
after this information is electronically filed, or furnished to,
the United States Securities and Exchange Commission.
“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. Forward-looking statements,
which are based upon certain assumptions and describe future plans,
strategies and expectations of the Company, are generally
identifiable by use of the words “believes,” “expects,” “intends,”
“anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may” or
similar expressions. Factors that could cause actual results,
events and developments to differ include, without limitation, the
risk that we may not be successful in identifying any suitable
future acquisition opportunities and those factors listed under the
caption “Risk Factors” in the Company's Quarterly Report on Form
10-Q for the period ended June 30, 2009. 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. The
Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operation
results.
ZAPATA CORPORATION UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEETS (In Thousands, Except Share and Per Share
Amounts) September 30, December 31,
2009 2008 ASSETS Current assets: Cash and cash
equivalents $ 129,184 $ 142,694 Short-term investments 15,990
11,965 Other receivables 67 130 Prepaid expenses and other current
assets 442 256 Total current assets
145,683 155,045 Long-term
investments 8,027 -- Property and equipment, net 38 -- Other
assets, net 9,571 8,987 Total assets $
163,319 $ 164,032
LIABILITIES AND
EQUITY Current liabilities: Accounts payable $ 63 $ 92 Accrued
and other current liabilities 1,503 1,045
Total current liabilities 1,566 1,137
Pension liabilities 2,926 2,904 Other liabilities
1,087 1,144 Total liabilities 5,579
5,185 Commitments and contingencies Zapata
Corporation stockholders’ equity: Preferred stock, $.01 par;
1,600,000 shares authorized; none issued or outstanding -- --
Preference stock, $.01 par; 14,400,000 shares authorized; none
issued or outstanding -- -- Common stock, $0.01 par, 132,000,000
shares authorized; 24,716,930 and 24,708,414 shares issued; and
19,284,850 and 19,276,334 shares outstanding, respectively 247 247
Capital in excess of par value 164,250 164,250 Retained earnings
35,659 37,192 Treasury stock, at cost, 5,432,080 shares (31,668 )
(31,668 ) Accumulated other comprehensive loss (10,778 )
(11,207 ) Total Zapata Corporation stockholders’ equity
157,710 158,814 Noncontrolling interest 30 33
Total equity 157,740 158,847
Total liabilities and equity $ 163,319 $ 164,032
ZAPATA CORPORATION UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (In Thousands, Except Per Share
Amounts) For the For the Three
Months Ended Nine Months Ended September 30,
September 30, 2009 2008 2009
2008 Revenues $ -- $ -- $ -- $ -- Cost of revenues
-- -- -- --
Gross profit -- -- -- -- Operating expense: General and
administrative 1,401 856 3,775
2,409 Total operating expenses 1,401
856 3,775 2,409
Operating loss (1,401 ) (856 ) (3,775 ) (2,409 ) Other
income: Interest income 55 490 197 2,836 Other, net 831
3 1,246 75 886 493
1,443 2,911 (Loss) income before income taxes (515 ) (363 )
(2,332 ) 502 Benefit (provision) for income taxes 169
175 797 (59 ) Net (loss)
income (346 ) (188 ) (1,535 ) 443 Net income attributable to
noncontrolling interest 1 -- 2
1 Net (loss) income attributable to Zapata
Corporation $ (345 ) $ (188 ) $ (1,533 ) $ 444 Net
(loss) income per common share – basic and diluted $ (0.02 ) $
(0.01 ) $ (0.08 ) $ 0.02 Weighted average common
shares outstanding: Basic 19,281 19,276
19,278 19,276 Diluted 19,281
19,276 19,278 19,398
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