Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment # 1 to Form S-4 for Zapata 408 2.15M
2: EX-5.2 Opinion of Richards, Layton & Finger 11 49K
3: EX-23.1 Consent of Arthur Andersen 1 6K
4: EX-23.2 Consent of Coopers & Lybrand 2 11K
5: EX-23.3 Consent of Deloite & Touche 1 7K
6: EX-23.5 Consent of Richards, Layton & Finger 1 7K
7: EX-23.6 Consent of Warren H. Gfeller 1 7K
8: EX-23.7 Consent of Frederick R. Hipp 1 7K
9: EX-99.1 Form of Zapata Proxy 2± 12K
10: EX-99.2 Form of Houlihan's Proxy 2± 9K
11: EX-99.3 Form of Election 9 47K
FORM OF ELECTION AND
LETTER OF TRANSMITTAL
FOR SHARES OF
HOULIHAN'S RESTAURANT GROUP, INC.
COMMON STOCK
This Form of Election and Letter of Transmittal (this "Form of Election")
is to be used by record holders of common stock, par value $.01 per share
("Houlihan's Common Stock"), of Houlihan's Restaurant Group, Inc. ("Houlihan's")
to make Consideration Elections (as defined below) with respect to their
Houlihan's Common Stock and to surrender certificates for their shares of
Houlihan's Common Stock to the Exchange Agent in exchange for the Merger
Consideration corresponding to their Consideration Elections, all as
contemplated by the Agreement and Plan of Merger dated as of June 4, 1996 (as
amended and restated as of August 15, 1996, the "Merger Agreement") among Zapata
Corporation ("Zapata"), Zapata Acquisition Corp. ("Sub") and Houlihan's,
providing for the merger of Houlihan's with and into Sub (the "Merger"). Except
as otherwise indicated, capitalized terms used but not defined herein have the
meanings given to them in the Joint Proxy Statement/Prospectus dated August ,
1996 of Zapata and Houlihan's relating to the Merger (the "Joint Proxy
Statement/Prospectus").
EXCHANGE AGENT: AMERICAN STOCK TRANSFER & TRUST COMPANY
Delivery by overnight courier, by hand or by mail:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
Attention: Ms. Geraldine Zarbo
CONFIRM BY TELEPHONE: (718) 921-8208
TO BE EFFECTIVE, THIS FORM OF ELECTION TOGETHER WITH CERTIFICATES FOR SHARES OF
HOULIHAN'S COMMON STOCK AND ANY OTHER DOCUMENTS REQUIRED HEREBY, MUST BE
RECEIVED BY THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH ABOVE PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE DATE ONE CALENDAR DAY PRIOR TO THE DATE OF THE
HOULIHAN'S SPECIAL MEETING (AS EXTENDED, THE "ELECTION DEADLINE").
HOLDERS OF HOULIHAN'S COMMON STOCK WHO DO NOT TIMELY SUBMIT A PROPERLY
COMPLETED FORM OF ELECTION WILL RECEIVE THE DEFAULT CONSIDERATION UPON
CONSUMMATION OF THE MERGER. ANY HOLDER OF HOULIHAN'S COMMON STOCK WHO DOES NOT
INTEND TO VOTE IN FAVOR OF THE MERGER SHOULD NEVERTHELESS CONSIDER FILING A FORM
OF ELECTION IN ORDER TO AVOID BEING TREATED AS A NON-ELECTING STOCKHOLDER IN THE
EVENT THE MERGER IS APPROVED AND CONSUMMATED. THE FILING OF A FORM OF ELECTION
WILL NOT CONSTITUTE A WAIVER OF A STOCKHOLDER'S DISSENTERS' RIGHTS. HOWEVER,
HOULIHAN'S STOCKHOLDERS WHO WITHDRAW OR FAIL TO PERFECT DISSENTERS' RIGHTS WILL
BE DEEMED TO HAVE MADE NO ELECTION AND WILL THEREFORE RECEIVE THE DEFAULT
CONSIDERATION WITH RESPECT TO THEIR SHARES FOR WHICH DEMANDS FOR APPRAISAL WERE
MADE, NOTWITHSTANDING ANYTHING TO THE CONTRARY INDICATED ON A FORM OF ELECTION.
ANY RECORD HOLDER OF HOULIHAN'S COMMON STOCK MAY AT ANY TIME PRIOR TO THE
ELECTION DEADLINE CHANGE A PREVIOUSLY MADE CONSIDERATION ELECTION BY WRITTEN
NOTICE TO THE EXCHANGE AGENT ACCOMPANIED BY A PROPERLY COMPLETED, LATER-DATED
FORM OF ELECTION.
DO NOT SEND THIS FORM OF ELECTION TO ZAPATA OR HOULIHAN'S.
DELIVERY OF THIS FORM OF ELECTION AND CERTIFICATES REPRESENTING SHARES OF
HOULIHAN'S COMMON STOCK OTHER THAN TO THE EXCHANGE AGENT AT THE ADDRESS SHOWN
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
In accordance with the Merger Agreement, the undersigned, as the registered
holder(s) of the certificates for shares of Houlihan's Common Stock listed below
or the assignee(s) of such registered holder(s), hereby (a) makes the
Consideration Election(s) indicated below for the number of shares of Houlihan's
Common Stock specified below and (b) surrenders the certificates for shares of
Houlihan's Common Stock described below in exchange for the Merger Consideration
corresponding to the Consideration Election(s) made below with respect to such
Houlihan's Common Stock. Such Consideration Election(s) is subject to the terms
and conditions set forth in (i) the Joint Proxy Statement/Prospectus, (ii) the
Merger Agreement, a copy of which is attached as Appendix A to the Joint Proxy
Statement/Prospectus and (iii) the Instructions hereto.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE JOINT PROXY
STATEMENT/PROSPECTUS. If the undersigned has made a Cash Election, a Cash/Stock
Election or Stock Election, the undersigned hereby represents that no
certificates for Houlihan's Common Stock listed below are owned of record or
Beneficially Owned (as defined in the Merger Agreement) by any member of the
Glazer Group.
The undersigned understands that delivery of the Merger Consideration
corresponding to the Consideration Election(s) made hereunder will be made as
promptly as practicable after the Effective Time, provided that surrender of
certificates for Houlihan's Common Stock is made in acceptable form. The
undersigned acknowledges that surrender is not made in acceptable form until the
Exchange Agent has received this Form of Election, or a copy hereof, duly
completed and signed, together, in the circumstances in which evidences of
authority are required hereby, with all accompanying evidences of authority in
satisfactory form to the Exchange Agent. Upon request, the undersigned will
execute and deliver any additional document that Zapata or the Exchange Agent
reasonably deems necessary or appropriate in connection with the surrender of
certificates for Houlihan's Common Stock or in connection with the exchange
contemplated hereby. The undersigned also understands that delivery of
certificates for surrendered Houlihan's Common Stock shall be made only to the
Exchange Agent, and risk of loss and title to certificates for Houlihan's Common
Stock shall pass only upon proper delivery of such certificates to the Exchange
Agent.
The undersigned represents that the undersigned has full authority to
surrender the certificates for Houlihan's Common Stock surrendered hereby
without restriction, and that, upon payment by Zapata of the Merger
Consideration for the shares represented by such certificates in accordance with
the Consideration Election(s) indicated below, Zapata will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
Subject to consummation of the Merger, the undersigned hereby appoints American
Stock Transfer & Trust Company as the undersigned's attorney-in-fact, with full
power of substitution, for the purpose of causing the shares of Houlihan's
Common Stock represented by the accompanying certificates to be converted into
the Merger Consideration corresponding to the Consideration Election(s) made
above and the instructions contained in this Form of Election. All authority
conferred by this Form of Election and the surrender of the enclosed
certificates for Houlihan's Common Stock are irrevocable, will bind the
successors, assigns, heirs, executors, administrators and legal representatives
of the undersigned and will survive, and not be affected by, the death or
incapacity of the undersigned. If certificates for shares of Houlihan's Common
Stock are not delivered herewith, there is furnished below a guarantee of
delivery of such shares from a trust company organized in the United States or a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc.
Unless otherwise directed by written instructions attached hereto, please
issue one stock certificate for the shares of Zapata Common Stock and, if
applicable, one check for the cash portion of the Merger Consideration to which
the undersigned is entitled. Unless otherwise specified under "Special Payment
Instructions" or "Special Mailing Instructions" below, the undersigned requests
that the undersigned's certificate or check, if applicable, be issued in the
name and mailed to the address of the undersigned as set forth below.
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Please complete the following boxes to indicate the Houlihan's Common Stock
to which this Form of Election relates and the Consideration Election(s) made
with respect to such Houlihan's Common Stock.
PLEASE READ THE INSTRUCTIONS SET FORTH AT THE END OF THIS FORM OF ELECTION
CAREFULLY BEFORE COMPLETING THIS FORM OF ELECTION.
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DESCRIPTION OF HOULIHAN'S COMMON STOCK SURRENDERED
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CERTIFICATE(S) BEING SURRENDERED
(ATTACH SEPARATE SCHEDULE IF NECESSARY)
NAME(S) OF REGISTERED HOLDER(S) ---------------------------------------------------------------
AS SHOWN ON THE CERTIFICATE(S) AND ADDRESS(ES) CERTIFICATE NUMBER OF SHARES NUMBER OF SHARES
OF SUCH REGISTERED HOLDERS NUMBERS REPRESENTED BY CERTIFICATES SURRENDERED*
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TOTAL SHARES
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*Unless otherwise indicated, the holder(s) of certificates will be deemed to have surrendered all of the
shares represented by such certificates.
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CONSIDERATION ELECTION
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Check one or more of the boxes below to make the indicated Consideration Election and specify
the number of shares to which such Consideration Election applies:
Cash Election / / Number of Shares -------------------
Stock Election / / Number of Shares --------------------
Cash/Stock Election / / Number of Shares --------------------
Residual Election / / Number of Shares --------------------
IF NO BOX IS CHECKED, THE REGISTERED HOLDER(S) OF THE SHARES OF HOULIHAN'S COMMON STOCK TO
WHICH THIS FORM OF ELECTION RELATES WILL BE DEEMED TO HAVE MADE THE CASH/STOCK ELECTION (THE
DEFAULT CONSIDERATION) WITH RESPECT TO ALL SUCH SHARES.
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NOTE: ALL STOCKHOLDERS MUST SIGN HERE AND
ON THE ACCOMPANYING SUBSTITUTE FORM W-9
Dated_________________ , 1996
SIGNATURE(S)
SIGN
HERE____________________________________________________________________________
(Signature(s) of Registered Holder(s) or Authorized Signatory)
Telephone Number________________________________________________________________
(Include Area Code)
Must be signed above by registered holder(s) exactly as name(s) appear(s) on the
surrendered certificate(s) as indicated above or by person(s) authorized to
become registered holder(s). See Instruction 3. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 3(e).
Name(s)_________________________________________________________________________
PLEASE PRINT
Capacity (full title)___________________________________________________________
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 3(G), 4 AND 7)
To be completed ONLY if the certificate(s) representing Zapata Common Stock
and any check(s) for the cash portion of the Merger Consideration or cash issued
in lieu of fractional shares of Zapata Common Stock are to be issued in the
name(s) of someone other than the name(s) which appear above.
ISSUE TO:
PLEASE PRINT
(ATTACH SEPARATE SCHEDULE IF NECESSARY)
Name____________________________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Tax Identification or Social Security Number(s) of Person(s)
Named in this Box_______________________________________________________________
(Also complete the Substitute Form W-9)
SPECIAL MAILING INSTRUCTIONS
(SEE INSTRUCTION 4)
To be completed ONLY if the certificate(s) representing Zapata Common Stock
and any check(s) for the cash portion of the Merger Consideration or cash issued
in lieu of fractional shares of Zapata Common Stock are to be mailed to an
address other than indicated above.
MAIL TO:
PLEASE PRINT
Name____________________________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Attention:______________________________________________________________________
/ / PLEASE CHECK BOX IF THIS IS A
PERMANENT ADDRESS CHANGE.
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3(g))
Authorized Signatures(s)________________________________________________________
Title___________________________________________________________________________
Name of Firm____________________________________________________________________
Dated_____________________________________________________________________, 1996
PLEASE RETURN THIS ELECTION AND YOUR CERTIFICATE(S) REPRESENTING SHARES OF
HOULIHAN'S COMMON STOCK COVERED HEREBY TO THE EXCHANGE AGENT IN THE ENCLOSED
YELLOW ENVELOPE.
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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee; to be used only if certificates
are not surrendered herewith. See Instruction 5.)
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The undersigned, which is either a trust
company organized in the United States, a --------------------------------------------
member of a registered national securities (Firm -- Please Print)
exchange or a member of the National
Association of Securities Dealers, Inc., --------------------------------------------
guarantees to deliver to the Exchange Agent (Authorized Signature)
the certificates for shares of Houlihan's
Common Stock to which this Form of Election --------------------------------------------
relates, no later than 5:00 p.m., New York (Authorized Signature Name -- Please Print)
City time, on the fourth business day after
the Election Deadline. --------------------------------------------
(Address)
--------------------------------------------
(Telephone number, including area code)
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*IMPORTANT TAX INFORMATION*
Please be advised that, regardless of whether you have previously furnished
a taxpayer identification number (social security number for individual, or
employer identification number for corporation(s)) (a "TIN") or the
certification on Form W-9 with respect to dividend payments, you must again
furnish this number, certified to be correct under penalties of perjury, to
assure that back-up withholding of 31% will not be implemented. Certification
should be made to the Exchange Agent on the Substitute Form W-9 below. If the
Houlihan's Certificates are registered in more than one name or are not
registered in the name of the actual holder, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE Social Security Number or
FORM W-9 YOUR TIN IN THE BOX AT THE Employer Identification Number
RIGHT AND CERTIFY BY SIGNING
AND DATE BELOW.
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DEPARTMENT OF TREASURY PART 2 -- For Payees exempt from backup withholding, see the
PAYER'S REQUEST FOR TAXPAYER enclosed Guidelines for Certification of Taxpayer Identification Number on
IDENTIFICATION NUMBER (TIN) Substitute Form W-9.
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CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me) and
(2) I am not subject to backup withholding either because (i) I am exempt from backup withholding, (ii) I have not
been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends or (iii) the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out item (2).
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PART 3
SIGNATURE ________________________________________________________ DATE __________, 1996 Awaiting TIN / /
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INSTRUCTIONS
1. GENERAL. This Form of Election is to be used by registered holders of
Houlihan's Common Stock to make a Cash Election, a Stock Election, a Cash/Stock
Election or a Residual Election (individually a "Consideration Election" and,
collectively, the "Consideration Elections") with respect to their shares of
Houlihan's Common Stock under the Merger Agreement, and to surrender
certificates for their shares of Houlihan's Common Stock to the Exchange Agent
in exchange for the Merger Consideration corresponding to their Consideration
Elections. When making elections, Houlihan's stockholders should read carefully
these Instructions and the information set forth in the Joint Proxy
Statement/Prospectus. A properly completed and duly executed copy of this Form
of Election, together with certificates for Houlihan's Common Stock and any
other documents required by this Form of Election, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the date one calendar day prior to the date of the Houlihan's Special
Meeting (as extended, the "Election Deadline"), or the electing holder must
comply with the guaranteed delivery procedures set forth below. A registered
holder of Houlihan's Common Stock who does not submit a Form of Election with
respect to those shares that is received by the Exchange Agent prior to the
Election Deadline, or whose purported Consideration Election is determined by
Zapata or the Exchange Agent not to have been properly made, will be deemed to
have made a Cash/Stock Election with respect to those shares of Houlihan's
Common Stock. The method of delivery of this Form of Election, certificates for
Houlihan's Common Stock and all other required documents to the Exchange Agent
is at the option and risk of the electing holder and, except as otherwise
provided below, the delivery will be deemed made only when actually received by
the Exchange Agent. Instead of delivery by mail, it is recommended that the
holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure delivery to the Exchange Agent before the Election
Deadline. All Consideration Elections will be void and of no effect if the
Merger is not consummated and, in that event, certificates submitted in
connection therewith will be returned to the persons submitting them.
2. ELECTION AND SURRENDER BY HOLDER. Only a registered holder of Houlihan's
Common Stock may make a Consideration Election and surrender certificates for
the Merger Consideration corresponding to such Consideration Election. Any
beneficial owner of Houlihan's Common Stock who is not the registered holder and
who wishes to make a Consideration Election and surrender certificates should
arrange with the registered holder to execute and deliver this Form of Election
reflecting such Consideration Election or must, prior to completing and
executing this Form of Election and delivering the certificates, either make
appropriate arrangements to register ownership of the certificates in such
beneficial owner's name or obtain a properly completed stock power from the
registered holder.
3. SIGNATURES ON THIS FORM OF ELECTION; STOCK POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
(a) If this Form of Election is signed by the registered holder of the
certificates for Houlihan's Common Stock described above, the signature must
correspond exactly with the name as written on the face of the certificates
without alteration, enlargement or any change whatsoever.
(b) If any certificates for Houlihan's Common Stock are owned of record by
two or more joint owners, all such owners must sign this Form of Election. If
any certificates for Houlihan's Common Stock are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Form of Election as there are different
registrations of certificates.
(c) When this Form of Election is signed by the registered holder or
holders of certificates listed herein and surrendered hereby, and the Merger
Consideration therefor is to be delivered to the registered holder, no
endorsements on certificates or separate stock powers are required. In any other
case, such holder or holders must either properly endorse the certificates
surrendered or transmit properly completed separate stock powers with this Form
of Election, with the signatures on the endorsement or stock powers guaranteed
by an Eligible Institution (as defined below).
(d) If this Form of Election is signed by a person other than the
registered holder or holders of any shares of Houlihan's Common Stock
represented by certificates listed herein, such certificates must be endorsed or
accompanied by appropriate stock powers, in each case signed as the name or
names of the registered holder or holders appears on the certificates, and the
signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
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(e) If this Form of Election or any certificate for Houlihan's Common Stock
or stock powers is signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by Zapata, evidence satisfactory to Zapata of their authority so
to act must be submitted with this Form of Election.
(f) Endorsements on certificates for Houlihan's Common Stock or signatures
on stock powers required by this Instruction 3 must be guaranteed by an Eligible
Institution.
(g) Except as otherwise provided in this Instruction 3(g), all signatures
on this Form of Election must be guaranteed by a bank, brokerage firm, savings
and loan association or credit union, in any case with membership in an approved
Signature Guarantee Medallion Program (an "Eligible Institution"). Signatures on
this Form of Election need not be guaranteed if this Form of Election is signed
by the registered holder(s) of the Houlihan's Common Stock surrendered herewith
and such holder(s) have not completed the box set forth herein entitled "Special
Payment Instructions" or the box entitled "Special Mailing Instructions."
4. SPECIAL PAYMENT AND MAILING INSTRUCTIONS. Electing holders of Houlihan's
Common Stock should indicate, in the applicable box or boxes, the name and
address to which certificates for Zapata Common Stock or checks for cash are to
be issued or sent, if different from the name and address of the person signing
this Form of Election. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be set
forth.
5. GUARANTEED DELIVERY PROCEDURES. If any certificates representing shares
of Houlihan's Common Stock with respect to which this Form of Election relates
are not delivered herewith, there must be furnished a guarantee of delivery of
such shares on the Guarantee of Delivery form provided above from a trust
company organized in the United States, a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. A Form of Election containing such a guarantee of delivery shall
be subject to the condition that the certificates covered by such guarantee are
in fact delivered to the Exchange Agent no later than 5:00 p.m., New York City
time, on the fourth business day after the Election Deadline. Record holders of
shares of Houlihan's Common Stock represented by any such certificates that are
not so delivered will receive the Default Consideration.
6. REVOCATION OF ELECTION. Any Consideration Election may be revoked until
the Election Deadline. To revoke a Consideration Election, a written notice of
revocation must be received by the Exchange Agent at its address set forth on
the cover of this Form of Election prior to the Election Deadline. Any such
notice or revocation must (i) specify the name of the registered holder having
made the Consideration Election to be revoked, (ii) identify the certificate(s)
for Houlihan's Common Stock with respect to which the Consideration Election is
to be revoked and (iii) be signed by the record holder in the same manner as the
original signature on the Form of Election by which such Consideration Election
was made. A new Consideration Election may be made by submitting a new Form of
Election.
7. TRANSFER TAXES. If certificates for Zapata Common Stock are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Houlihan's Common Stock surrendered hereby, or
if certificates for surrendered Houlihan's Common Stock are registered in the
name of any person other than the person(s) signing this Form of Election, or if
a transfer tax is imposed for any reason other than solely as a result of the
surrender of certificates for Houlihan's Common Stock for the Merger
Consideration, then the amount of any such transfer taxes (whether imposed on
the registered holder or on any other persons) will be payable by the
surrendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Form of Election, the amount of
such transfer taxes will be billed directly to such surrendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Houlihan's Common Stock listed in this
Form of Election.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Houlihan's Common Stock have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions as soon as possible. In the event of a mutilated, lost,
stolen or destroyed certificate, certain procedures will be required to be
completed before this Form of Election can be
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processed. Because these procedures may take a substantial amount of time to
complete, notice of any mutilated, lost, stolen or destroyed certificate should
be provided to the Exchange Agent as soon as possible.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for making a Consideration Election or surrendering certificates, as
well as requests for assistance or for additional copies of the Joint Proxy
Statement/Prospectus or this Form of Election, may be directed to the Exchange
Agent at the address or telephone number set forth on the cover of this Form of
Election.
10. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires
that a holder whose certificates for Houlihan's Common Stock are surrendered for
the Merger Consideration must provide Zapata (as payor) with such holder's
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 above,
which, in the case of a surrendering holder who is an individual, is his or her
social security number. If Zapata is not provided with the current TIN or an
adequate basis for an exemption, such surrendering holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, delivery to
such surrendering holder of the Merger Consideration may be subject to backup
withholding in an amount equal to 31% of all reportable payments. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Houlihan's Common Stock (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each electing holder of Houlihan's Common
Stock must provide its correct TIN by completing the Substitute Form W-9 set
forth above, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
electing holder of Houlihan's Common Stock is a nonresident alien or foreign
entity not subject to backup withholding, such holder must provide Zapata with a
completed Form W-8, Certificate of Foreign Status. These forms may be obtained
from the Exchange Agent. If certificates for the Houlihan's Common Stock are in
more than one name or are not in the name of the actual owner, such holder
should consult the W-9 Guidelines for information on which TIN to report. If
such holder does not have a TIN, such holder should consult the W-9 Guidelines
for instructions on applying for a TIN, check the box in Part 3 of the
Substitute Form W-9 and write "applied for" in lieu of its TIN in Part 1 of the
Substitute Form W-9. Note: Checking this box and writing "applied for" on the
form means that such holder has already applied for a TIN or that such holder
intends to apply for one in the near future. If such holder does not provide its
TIN to Zapata within 60 days, backup withholding will begin and continue until
such holder furnishes its TIN to Zapata.
11. MISCELLANEOUS. Zapata reserves the absolute right, which it may assign
in whole or in part to the Exchange Agent, to determine whether Forms of
Election have been properly completed, signed and submitted or revoked and to
disregard immaterial defects in Forms of Election. The decision of Zapata or the
Exchange Agent in such matters shall be conclusive and binding.
NEITHER ZAPATA, HOULIHAN'S NOR THE EXCHANGE AGENT WILL BE UNDER ANY
OBLIGATION WHATSOEVER TO NOTIFY ANY PERSON OF ANY DEFECT IN A FORM OF ELECTION
SUBMITTED TO THE EXCHANGE AGENT, ANY DEFECT IN THE SURRENDER OF CERTIFICATES
REPRESENTING SHARES OF HOULIHAN'S COMMON STOCK OR ANY OTHER IRREGULARITY IN
CONNECTION WITH THE SUBMISSION OF A FORM OF ELECTION AND ACCOMPANYING DOCUMENTS,
NOR WILL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE SUCH NOTIFICATION.
A HOLDER OF ANY SHARES OF HOULIHAN'S COMMON STOCK COVERED BY THE SUBMISSION OF A
FORM OF ELECTION THAT IS DETERMINED BY ZAPATA OR THE EXCHANGE AGENT TO BE
INVALID AND THAT IS NOT CORRECTED BY THE ELECTION DEADLINE WILL RECEIVE THE
DEFAULT CONSIDERATION. ANY DISPUTE CONCERNING THE VALIDITY OR EFFECTIVENESS OF A
FORM OF ELECTION (INCLUDING ANY DISPUTES INVOLVING THE INTERPRETATION OF THESE
INSTRUCTIONS) WILL BE DETERMINED BY ZAPATA, WHOSE DETERMINATION WILL BE
CONCLUSIVE AND BINDING.
PLEASE RETURN THIS FORM OF ELECTION AND YOUR CERTIFICATE(S) REPRESENTING
SHARES OF HOULIHAN'S COMMON STOCK COVERED HEREBY TO THE EXCHANGE AGENT IN THE
ENCLOSED YELLOW ENVELOPE.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 8/15/96 | | 1 |
| | 6/4/96 | | 1 | | | | | 8-K |
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Filing Submission 0000950129-96-001944 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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