Glazer Malcolm I, et al. – ‘SC 13D/A’ on 5/14/96 re: Harbinger Group Inc. – EX-16

As of:  Tuesday, 5/14/96   ·   Accession #:  950112-96-1492   ·   File #:  5-07499

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Zapata Corporation                                     7     26K 
 2: EX-15       Letter re: Unaudited Interim Financial Information     2     10K 
 3: EX-16       Letter re: Change in Certifying Accountant            14     49K 

EX-16   —   Letter re: Change in Certifying Accountant

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                                    AGREEMENT                         EXHIBIT 16
 ---------

AGREEMENT dated and effective as of April 30, 1996, between Zapata    
Corporation, a Delaware corporation (the "Company"), and Malcolm I. Glazer,     
individually and as trustee of the Malcolm I. Glazer Trust ("Glazer").          

WHEREAS, as of the date of this Agreement, Glazer owns beneficially   
10,408,717 shares of common stock, par value $0.25 per share ("Common Stock"),  
of the Company, representing approximately 35.2% of the Company's outstanding   
Common Stock;                                                                   

    WHEREAS, as of the date of this Agreement, Glazer owns beneficially 15% or
more of the outstanding securities of other corporations, persons, partnerships,
trusts and entities that are entitled to vote for the election of directors or  
others performing similar functions ("Glazer Controlled Entities");             

 WHEREAS, the Company has previously publicly announced its intention to
explore the possible acquisition of two Glazer Controlled Entities that are     
engaged in the food service industry;                                           

WHEREAS, the Board of Directors of the Company has appointed a special
committee of its members ("HOL Special Committee") to evaluate the Company's    
possible acquisition of Houlihan's Restaurant Group, Inc. ("HOL"), one of the   
Glazer Controlled Entities; and                                                 

WHEREAS, as a condition to the HOL Special Committee recommending a   
transaction between the Company and/or a subsidiary of the Company, the HOL     
Special Committee has requested and Glazer has agreed to enter into this        
Agreement establishing certain terms and conditions concerning Glazer's         
acquisition and disposition of the Company's securities and certain other       
aspects of their relationship;                                                  

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:                                     

I.   Certain Definitions.                                             

          "Adjusted Voting Power" shall mean, with respect to Outstanding Voting
Securities, the highest number of votes that the holders of all such Outstanding
Voting Securities would be entitled to cast for the election of directors or on 
any other matter (except to the extent such voting rights are dependent upon    
arrearages in the payment of dividends, events of default or bankruptcy),       
assuming for purposes of this computation, the conversion into or exchange for  
Voting Securities or Convertible Securities and the exercise of Options for the 
purchase of Voting Securities or Convertible Securities, in each case to the    
extent that any such action would increase the number of such votes.            

     Page 10 of 23 Pages

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       "Beneficial Ownership" with respect to any security shall mean, the
ability, whether through contract, arrangement, understanding, relationship or  
otherwise, to exercise, directly or indirectly, the voting power (including the 
power to vote or to direct the voting) and/or the investment power (including   
the power to dispose or to direct the disposition) of such security.  Unless the
context clearly otherwise requires, the terms "own" and "hold" and their        
variations when used in this Agreement in conjunction with percentages of       
securities and the voting power associated with such securities should be read  
to incorporate the concept of Beneficial Ownership.                             

       "Convertible Securities" shall mean securities of the Company which
are convertible into or exchangeable for Voting Securities.                     

          "Glazer Directors" shall mean Malcolm I.  Glazer, Avram Glazer and any
other member of the Glazer family serving on the Company's Board of Directors   
from time to time.                                                              

         "Glazer Group" means Glazer and any corporation, person, partnership,
trust or other entity controlled, directly or indirectly, by Glazer but does not
and shall not in any circumstance include the Company.                          

      "Glazer Public Company" shall mean any publicly held entity (other
than the Company) in which Glazer holds Beneficial Ownership of less than 50% of
such entity's issued and outstanding securities that are entitled to vote in the
election of directors or on any other matter (except to the extent such voting  
rights are dependent upon arrearages in the payment of dividends, events of     
default or bankruptcy).                                                         

          "Options" shall mean options and rights (whether presently exercisable
or not) to purchase Voting Securities or Convertible Securities (except options 
issued under employee stock option plans); and "Outstanding Voting Securities"  
shall at any time mean the then issued and outstanding Voting Securities,       
Convertible Securities (which shall be counted at the highest conversion or     
exchange rate at which they can be converted or exchanged) and Options (which   
shall be counted at the highest rate at which they can be exercised).           

    "Termination Date" shall mean the date upon which this Agreement
terminates pursuant to paragraph 7.                                             

     "Voting Power" shall mean, with respect to Voting Securities, the
highest number of votes that the holders of all Voting Securities, issued and   
outstanding on the date such determination is made, would be entitled to cast   
for the election of directors or on any other matter (except to the extent such 
voting rights are dependent upon arrearages in the payment of dividends, events 
of default or bankruptcy).                                                      

     Page 11 of 23 Pages

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 "Voting Securities" shall mean the Common Stock and any other
securities of the Company of any kind or class having power to vote for the     
election of directors;                                                          

   II.  Limitation on Ownership of Voting Securities, Convertible Securities
and Options.                                                                    

      A.   Except as expressly permitted by the other provisions of this
Agreement, Glazer shall not, and shall not permit any other member of the Glazer
Group to, acquire, without the prior consent of a majority of the Company's     
directors that are not Glazer Directors, Beneficial Ownership of any Voting     
Securities, Convertible Securities or Options (collectively, sometimes the      
"Regulated Securities") from the date hereof through the Termintion Date, if    
after such acquisition the Glazer Group would hold in the aggregate either more 
than (i) 49.9% of the Voting Power of all  Voting Securities or (ii) 49.9% of   
the Adjusted Voting Power of all Outstanding Voting Securities.                 

    B.   Glazer shall be under no obligation to dispose or cause the
disposition of Regulated Securities owned by the Glazer Group in excess of one  
of the percentage limitations set forth in subparagraph 2(a) if such excess is  
caused by a reduction in the Voting Power of Voting Securities or the Adjusted  
Voting Power of Outstanding Voting Securities, as the case may be, whether as a 
result of a recapitalization of the Company, a repurchase of securities by the  
Company or otherwise.                                                           

        C.   If any member of the Glazer Group, without the prior consent of
Glazer, acquires Regulated Securities the result of which is to cause the Glazer
Group to exceed one of the percentage limitations set forth in subparagraph     
2(a), Glazer shall not be deemed to be in breach of this paragraph 2 if he shall
promptly take all reasonable steps to cause a member of the Glazer Group to     
dispose of the Regulated Securities owned by it in excess of such percentage    
limitation; provided, however, that in the case of a Glazer Public Company,     
Glazer shall only be required to take reasonable good faith efforts to cause    
such Glazer Public Company to dispose of the Regulated Securities owned by it in
excess of such percentage limitation.                                           

         D.   Notwithstanding any other provisions of this paragraph 2, Glazer
or any member of the Glazer Group designated by Glazer shall have the right     
(upon receipt by the Company of written notice to such effect) to acquire       
additional Regulated Securities or to make a tender offer (whether for cash of  
otherwise) for any and all Outstanding Voting Securities of the Company,        
provided such acquisition or tender offer is commenced:                         

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               1.     within 90 days after the announcement by any person,
entity or group (other than a member of and without any solicitation, 
 promotion, arrangement or assistance by any member of the Glazer Group)
  that such person, entity or group intends to commence a tender offer for
Outstanding Voting Securities if after the completion of such proposed
  tender offer such person, entity or group, together with all persons and
   entities controlling, controlled by or under common control or in a group
  with it, would, if such tender offer were to be successful, own 14.9% or
    more of the Adjusted Voting Power of all Outstanding Voting Securities; or

               2.   at any time any person, entity or group (other than a member
  of and without any solicitation, promotion, arrangement or assistance by
    any member of the Glazer Group) holds 14.9% or more of the Adjusted Voting
 Power of all Outstanding Voting Securities, or within 90 days after the
   filing (without any solicitation, promotion, arrangement or assistance by
     any member of the Glazer Group), by any person, entity or group (other than
a member of the Glazer Group) owning 5% or more of the Adjusted Voting
Power of all Outstanding Voting Securities, of any document with a    
governmental agency (including a statement on Schedule 13D with the   
    Securities and Exchange Commission or a notification under the Hart-Scott-
   Rodino Antitrust Improvements Act) to the effect that such person, entity
   or group intends or contemplates acquiring Outstanding Voting Securities,
     if after the completion of such proposed acquisition such person, entity or
     group, together with all persons and entities controlling, controlled by or
    under common control or in a group with it, would own 14.9% or more of the
Adjusted Voting Power of all Outstanding Voting Securities;           

and provided further that in the case of a tender offer pursuant to subparagraph
2(d), such tender offer is made either:                                         

            (x)  at a price determined by an Independent Investment Banker
        (as hereinafter defined), selected by the member of the Glazer Group
     making the tender offer, to be fair to the holders of Outstanding
          Voting Securities (other than the Glazer Group) from a financial point
of view; or                                                 

            (y)  if made pursuant to clause (i) of this subparagraph 2(d),
        but only if the announced tender offer is in fact commenced and only
        if after the completion of the proposed tender offer by such person,
    entity or group, such person, entity or group, together with all
   persons and entities controlling, controlled by or under common
         control or in a group with it, would (if such tender offer were to be
     successful) own 14.9% or more of the Adjusted Voting Power of all
   Outstanding Voting Securities, at a price higher than the price
        specified in such competing offer at the time of commencement of the
tender offer by a member of the Glazer Group.               

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          "Independent Investment Banker" for purposes of this paragraph means a
nationally recognized investment banking firm which neither (i) had an existing 
client relationship, immediately prior to its retention to render an opinion in 
connection with a tender offer made pursuant to paragraph 2(d) with any member  
of the Glazer Group, nor (ii) had received fees aggregating more than $200,000  
in the five years immediately prior thereto from any one or more members of the 
Glazer Group.                                                                   

III. Transfer of Outstanding Voting Securities.                       

        A.   Except pursuant to clause (iv) of paragraph 3(b) and except for
transfers among members of the Glazer Group, notwithstanding anything to the    
contrary in this Agreement, Glazer shall not, and shall not permit any member of
the Glazer Group to, assign, sell or otherwise transfer to any transferee (such 
transferee to include all persons and entities controlling, controlled by or    
under common control or in a group, as that term is used in Section 13(d)(3) of 
the Securities Exchange Act of 1934, as amended, with such person in respect of 
Outstanding Voting Securities) in one transaction or a series of transactions   
whenever occurring, unless such transferee agrees to be bound by the provisions 
of this Agreement (it being understood that all percentage limitations shall be 
reduced in this Agreement and such transferee's agreement and such additional   
adjustments shall be made, so that the Company shall be in the same position as 
reasonably practicable as if the transferee were a member of the Glazer Group), 
more than such quantity of Regulated Securities as would result in the          
transferee, immediately after the transfer, holding an aggregate of more than   
9.9% of the Adjusted Voting Power of all Outstanding Voting Securities or such  
greater percentage of the Adjusted Voting Power of all Outstanding Voting       
Securities, as may be approved by a majority of the Company's directors that are
not Glazer Directors.                                                           

         B.   In the event that Glazer or any other member of the Glazer Group
wishes to transfer, assign, sell or otherwise dispose of any Outstanding Voting 
Securities owned by it, Glazer shall, or shall cause such other member of the   
Glazer Group to, do so in accordance with subparagraphs 3(d) and 3(e) below, as 
they are applicable; provided, however, that compliance with such subparagraphs 
shall not be required in the following instances:  (i) a disposition pursuant to
Rule 144, as in effect from time to time, under the Securities Act of 1933, as  
amended (the "Securities Act"), or any successors to such Rule; (ii) a          
disposition through a bona fide underwritten public offering; (iii) a bona fide 
public distribution by means of any other registration statement relating to    
equity securities of the Company (on appropriate forms) filed by the Company    
under the Securities Act; (iv) tendering all or any portion of the Common Stock 
or other Outstanding Voting Securities then held by it pursuant to a tender     
offer (other than by a member or affiliate of, and without any solicitation,    
promotion, arrangement or assistance by, the Glazer Group) for at least 14.9% of
the outstanding shares of Common Stock or at least 14.9% of the Adjusted Voting 
Power of other Outstanding Voting Securities, as the case may be, provided that 
at the time such offer is commenced the entity making such tender offer (x) has 
financing or financial commitments from responsible financial                   

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institutions sufficient to purchase all shares of Common Stock or other         
Outstanding Voting Securities, as the case may be, sought to be purchased       
pursuant to such offer and (y) commits to use its best efforts to acquire any   
shares of Common Stock or other Outstanding Voting Securities, as the case may  
be, not purchased in the tender offer at the highest price paid in the offer;   
(v) a merger or consolidation in which the Company is acquired or a plan of     
liquidation of the Company; (vi) the conversion, exchange or exercise of        
Convertible Securities or Options in accordance with their respective terms; or 
(vii) a bona fide pledge or grant of a security interest in or any other lien or
encumbrance ("Lien") in such Outstanding Voting Securities, provided that any   
foreclosure, subsequent sale or other disposition by the holder of the Lien     
shall be expressly subject to the terms of this Agreement.                      

        C.   The Company agrees, in connection with a bona fide underwritten
public offering by the Glazer Group and in addition to the current shelf        
registration statement that it agrees to maintain during the term of this       
Agreement with respect to the shares of Common Stock owned by Glazer from time  
to time, to register under the Securities Act, at the expense of the Company,   
such Outstanding Voting Securities as Glazer shall designate for sale, but such 
obligation to register shall be limited to two registered offerings requested by
Glazer separated by a period of at least one year.  In connection with any such 
registration statement, Glazer and the Company agree to execute such            
underwriting agreements or other documents providing for mutual indemnification 
and contribution arrangements,  the payment of fees and commissions and the     
performance of other obligations reasonably related to such transaction  as are 
customarily included in underwriting agreements and other documents executed by 
sophisticated parties involved in similar transactions.  Glazer agrees that he  
will not, and will not permit any other members of the Glazer Group to, tender  
its shares of Common Stock or other Outstanding Voting Securities pursuant to   
clause (iv) of the first sentence of this paragraph unless it has given notice  
to the Company and made a public announcement of its intention to tender not    
less than ten business days prior to the expiration of such tender offer.       

    D.   In the event that Glazer, or any other member of the Glazer
Group, wishes to transfer, assign, sell or otherwise dispose of any or all      
Outstanding Voting Securities owned by it for cash only, Glazer shall, or shall 
cause such other member of the Glazer Group to, give to the Company notice of   
such member of the Glazer Group's offer to sell such Outstanding Voting         
Securities and the cash price and terms it is willing to accept (the "Offering  
Terms").  The Company shall have a period of time to accept such offer (the     
"Offer Period").  (i) If such offer is not accepted within the Offer Period,    
such member of the Glazer Group shall have a period of time (the "Selling       
Period") in which it shall be free to sell such Outstanding Voting Securities at
the Offering Terms or at cash prices or terms more favorable to such member of  
the Glazer Group than the Offering Terms.  (ii)  If such member of the Glazer   
Group, within the Selling Period, wishes to accept a cash price or terms less   
favorable to such member of the Glazer Group than the Offering Terms, it shall  
notify the Company of its new cash price and                                    

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terms (the "Revised Offering Terms"), in which event (x) the Company shall have 
the Offer Period to accept such new offer, and (y) if such new offer is not     
accepted within such Offer Period, such member of the Glazer Group shall have   
the Selling Period in which it shall be free to sell such Outstanding Voting    
Securities at such Revised Offering Terms or at cash prices or terms more       
favorable to such member of the Glazer Group than the Revised Offering Terms.   
(iii) Notwithstanding clause (ii) of this subparagraph 3(d), if such member of  
the Glazer Group, within any Selling Period, intends to accept a firm offer of a
cash price on terms less favorable to such member of the Glazer Group than the  
Offering Terms or Revised Offering Terms, as the case may be, it shall notify   
the Company of the cash price and terms of such firm offer, in which event (A)  
the Company shall have a different period within which to accept the revised    
offer (the "Reoffer Period"), and (B) if such revised offer is not accepted     
within such Reoffer Period, such member of the Glazer Group shall have the      
Selling Period in which it shall be free to sell such Outstanding Voting        
Securities at the cash price and on the terms of such firm offer or at a cash   
price or terms more favorable to such member of the Glazer Group than those of  
the firm offer.  (iv)  The closing of the sale and purchase under an offer      
accepted by the Company shall take place within 30 days of the date of          
acceptance.  The Offer Period shall be 60 days from the date of notice of       
Offering Terms or Revised Offering Terms, as the case may be, and the Reoffer   
Period shall be 30 days from the date of notice of the terms of such a firm     
offer, except in the event that any transfer (including a transfer to a voting  
trust), assignment, sale or other disposition by a member of the Glazer Group   
governed by this subparagraph 3(d) is compelled by order of a court,            
administrative agency or other competent governmental authority, in which case  
the Offer Period and the Reoffer Period both shall be 15 business days.   (v)   
The Selling Period shall be 180 days from the date the Offer Period or Reoffer  
Period, as the case may be, expires.                                            

         E.   In the event that Glazer or any other member of the Glazer Group
wishes to transfer, assign, sell or otherwise dispose of any or all of the      
Outstanding Voting Securities owned by it solely for consideration other than   
cash, Glazer shall, or cause such other member of the Glazer Group to, give the 
Company notice at least 60 days before such member of the Glazer Group legally  
obligates itself to transfer, assign, sell or dispose of any such Outstanding   
Voting Securities, unless such transfer (including a transfer to a voting       
trust), assignment, sale or disposition is compelled by order of a order,       
administrative agency or other competent governmental authority, in which event 
such member of the Glazer Group shall give the Company notice at least 15       
business days prior to such transfer, assignment, sale or disposition.          

    F.   The Company may assign its right under subparagraph 3(d) to
purchase Outstanding Voting Securities of the Glazer Group; provided that such  
assignee agrees in writing (for the benefit of the selling member of the Glazer 
Group) to purchase the selling member of the Glazer Group's Outstanding Voting  
Securities in accordance                                                        

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with the provisions of subparagraph 3(d), and the Company guarantees to such    
member of the Glazer Group all of the assignee's obligations to such member of  
the Glazer Group in connection with said purchase.                              

       G.   Notwithstanding the provisions of subparagraph 3(d), if at any
time during the Selling Period a member of the Glazer Group wishes to transfer, 
sell, assign or otherwise dispose of its Outstanding Voting Securities solely   
for consideration other than cash, the provisions of subparagraph 3(d) shall not
(or shall cease to) apply to such transaction and such transfer, sale,          
assignment, or other disposition shall be governed by the provisions of         
subparagraph 3(e).                                                              

       H.   Notwithstanding anything herein to the contrary, subparagraphs
3(d) and 3(e) shall not apply to any sale, transfer, assignment or other        
disposition of a type described in subparagraph 3(b)(i) through 3(b)(viii).     

     IV.  Undertakings by the Company.    So long as the Glazer Group shall hold
more than 9.9% of the Voting Power of all Voting Securities, the Company agrees 
to take no action to solicit, promote or arrange for, or (except as required by 
law) assist in, the acquisition by any person, entity or group (other than a    
member of the Glazer Group), together with all persons and entities controlling,
controlled by or under common control or in a group with it, of 14.9% or more of
the Adjusted Voting Power of all Outstanding Voting Securities or of all or     
substantially all of the assets of the Company; provided, however, that the     
Company shall be free to respond to and authorize negotiations with respect to a
proposed transaction initiated by a third party and not solicited by the Company
subsequent to the date hereof; and provided further, that nothing herein shall  
prevent the Company from taking action, in accordance with the procedures set   
forth in the remainder of this paragraph, to solicit, promote or arrange for, or
agree to or assist in, the acquisition by any person, entity or group of        
Outstanding Voting Securities or assets of the Company in a transaction or      
transactions which is to be approved in advance of the consummation of any      
material part of such transaction or transactions by the affirmative vote of a  
majority of the Outstanding Voting Securities entitled to vote thereon at an    
annual or special meeting called for the purpose of acting thereon.  Prior to   
taking any action to solicit, promote or arrange for, or agree to or assist in, 
an acquisition pursuant to the second proviso of the next preceding sentence,   
the Company shall (a) give Glazer notice of its desire to do so, stating the    
type or types of transactions sought, and (b) if so requested by Glazer or      
advised by counsel, make a public announcement of its desire to do so.  The     
Company thereafter may furnish information to and engage in discussions and     
negotiations with the prospective purchaser for such purposes with respect to   
the type or types of transactions described in the notice to Glazer.  If no     
definitive written agreement for such acquisition subject to this paragraph 4 is
executed and approved by the boards of both the Company and such a prospective  
purchaser within the 120-day period following the effective date of notice to   
Glazer, the Company's notice to Glazer shall expire and the Company may not     
thereafter solicit, promote or arrange for, or agree to or assist in, such      
acquisition unless and until a new                                              

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notice is given to Glazer.  Notwithstanding the foregoing, the Company may      
solicit, promote or arrange for, or agree to or assist in, the acquisition by   
any person, entity or group of Outstanding Voting Securities or assets upon the 
receipt by the Company of a written notice form the Glazer Group (x) pursuant to
paragraph 2(d) that it intends to commence a tender offer pursuant to such      
paragraph or (y) pursuant to paragraph 3(b) that it intends to tender its shares
of Common Stock or other Outstanding Voting Securities pursuant to clause (iv)  
of such paragraph.                                                              

        If a member of the Glazer Group shall make a written proposal to the
Company or its Board of Directors to enter into a negotiated transaction with   
the Company which would result in the Glazer Group acquiring additional         
securities of the Company raising its holding to more than 49.9% of the Voting  
Power of all Voting Securities or the acquisition by the Glazer Group of        
substantially all the assets of the Company, in either case for a price stated  
in such proposal, and counsel to the Company shall advise the Company that      
receipt of such proposal requires the Company to make the receipt and terms     
thereof public, the restrictions of this paragraph 4 shall become inoperative   
upon receipt by Glazer of written notice form the Company to that effect.  If   
the member of the Glazer Group that made such proposal shall subsequently       
withdraw the proposal by written notice to the Company, the provisions of this  
paragraph 4 shall thereupon be reinstated; provided that this paragraph shall   
not limit the Company in concluding negotiations undertaken and not terminated  
prior to such withdrawal.                                                       

V.   Proposed Acquisition of a Glazer Controlled Entity.              

       A.   Prior to the commencement of any substantive negotiations that
could reasonably be expected to lead to the Company's acquisition of all or a   
material portion of a Glazer Controlled Entity through merger, consolidation,   
stock purchase, asset acquisition or otherwise (an "Acquisition"), the Board of 
Directors of the Company shall appoint a special committee of directors         
("Special Committee").  Such Special Committee shall be empowered to retain, at 
the sole expense of the Company, investment bankers, lawyers and other          
consultants and advisors to evaluate all aspects of the possible Acquisition.   
The members of each Special Committee shall be directors who are not Glazer     
Directors.  Each Special Committee shall have the sole corporate power and      
authority to negotiate the terms of any Acquisition if permitted by law         
(otherwise the Special Committee shall recommend the Acquisition to the         
Company's entire Board of Directors), to call all regular or special meetings of
stockholders, to approve the Acquisition and take all other actions reasonably  
related thereto on behalf of the entire Board of Directors, and to authorize    
officers and other representatives of the Company to sign all documents and take
such other actions on behalf of the Company as may be necessary, desirable or   
appropriate to consummate the Acquisition.  The Board of Directors has          
established the HOL Special Committee comprised of Ronald C.  Lassiter          
(Chairman), Robert V.  Leffler, Jr. and W.  George Loar to evalute the possible 
Acquisition of HOL.                                                             

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    B.   If any aspect of an Acquisition that has been approved by a
Special Committee requires approval by the holders of outstanding Voting        
Securities, Glazer shall, and shall cause each member of the Glazer Group to,   
grant the members of the Special Committee an irrevocable proxy to vote all     
outstanding Voting Securities that each member of the Glazer Group is entitled  
to vote on such matter, whether at a regular or special meeting of stockholders,
in such manner as a majority of the members of the Special Committee shall      
determine in their sole discretion.  The irrevocable proxy shall be in          
substantially the form of Exhibit A attached hereto.  Each proxy granted by     
Glazer pursuant to this paragraph 5(b) shall be deemed to be coupled with an    
interest.                                                                       

VI.  Glazer's Right of First Purchase.                                

         A.   In the event the Company's Board of Directors  proposes to offer
and sell any Regulated Securities during the term of this Agreement ("New       
Securities"), Glazer shall have the right of first purchase to acquire his Pro  
Rata Share of the New Securities for the same price and on the same terms and   
conditions as the Company proposes to sell the New Securities to others.        
Glazer's Pro Rata Share shall mean the percentage of the aggregate Adjusted     
Voting Power of all Outstanding Voting Securities represented by the Outstanding
Voting Securities owned by Glazer on the date the Board of Directors authorizes 
the offer and sale of the New Securities.                                       

         B.   At least 20 days prior to the date on which the Company proposes
to issue and sell the New Securities, the Company shall notify Glazer in writing
of the terms and conditions of the proposed offering of New Securities and its  
bona fide intention to offer and sell the New Securities ("Notice").  If for any
reason, the sale of such New Securities is not consummated, Glazer's election to
purchase such New Securities shall lapse and be of no further force and effect. 
Glazer may within ten days after the receipt of the Notice, elect to purchase   
all but not less than all of his Pro Rata Share of the issue of New Securities  
on the terms and conditions set forth in the Notice.  The Notice shall set forth
(i) the number and type of New Securities proposed to be issued and sold and the
material terms of such New Securities, (ii) the proposed price or range of      
prices at which such New Securities are proposed to be sold and the proposed    
terms of payment and (iii) the proposed date of issuance and sale of such New   
Securities.  If such right of first purchase is not timely exercised by Glazer, 
the right of first purchase with respect to the New Securities described in the 
Notice shall be extinguished, and the Company shall be permitted to sell the New
Securities on the terms set forth in the Notice at any time within the 120-day  
period following the date of the Notice.  After the expiration of such 120-day  
period, Glazer's right of first purchase shall be reinstated.                   

          C.   The right of first purchase created by this paragraph 6 shall not
apply to (i) New Securities issued to officers or employees of the Company and  
its subsidiaries pursuant to stock option or other incentive plans and          
arrangements that have been approved by the stockholders of the Company or (ii) 
New Securities sold otherwise than entirely for cash.                           

     Page 19 of 23 Pages

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    VII. Termination.    This Agreement shall extend until the earliest of the
dates or events described in subparagraphs (a) through (f) below or until       
terminated in accordance with any other provision of this Agreement:            

     A.   the earlier of the last day of the eighteenth calendar month
following consummation of the Acquisition of HOL, or if no such Acquisition is  
effected by the Company, the date upon which a public announcement is made by   
the Company that it has abandoned any intention to acquire HOL (such earlier    
termintion date being herein referred to as the "Expiration Date");             
notwithstanding the foregoing, if during the term of this Agreement, the Company
announces that it intends to acquire another Glazer Controlled Entity, the term 
of this Agreement shall not terminate on the Expiration Date but shall be       
automatically extended until the first to occur of (i) the last day of the      
eighteenth calendar month following the consummation of the acquisition of such 
Glazer Controlled Entity, or (ii) the date upon which a public announcement is  
made by the Company that it has abandoned any intention to acquire such Glazer  
Controlled Entity;                                                              

          B.   the issuance by the Company of any new class of securities having
the right to vote, separately, as a class, for directors, or to approve,        
separately as a class, mergers or any other major transactions involving the    
Company (except to the extent such voting rights are dependent on arrearages in 
the payment of dividends, events of default or bankruptcy); provided that, this 
paragraph 7(b) shall not apply to any new class of securities the issuance and  
specific terms of which shall have been approved in advance by the affirmative  
vote of a majority of the outstanding stock of the Company entitled to vote     
thereon at an annual or special meeting called for the purpose of acting        
thereon;                                                                        

      C.   notice that Glazer has determined to terminate this Agreement
effective on a date stated in such notice, given within ninety days after the   
execution, approval by the Board of Directors of the Company, or announcement of
an agreement, or agreement in principle, whether or not subject to approval by  
the Board of Directors of the Company or other corporate action, that provides  
for (i) the merger of the Company with and into any other entity (or of any     
other entity with or into the Company) and which would result in any person,    
entity or group (other than the Glazer Group) holding 14.9% or more of the      
Adjusted Voting Power of all Outstanding Voting Securities or in the percentage 
of Adjusted Voting Power of Outstanding Voting Securities of the surviving      
company (computed in the same manner as Adjusted Voting Power of Outstanding    
Voting Securities is computed with respect to the Company) held by the Glazer   
Group immediately following such merger being less than 90% of the percentage of
Adjusted Voting Power of Outstanding Voting Securities held by the Glazer Group 
immediately prior to the merger, or (ii) any plan of reorganization or          
liquidation of the Company, in each case without the prior approval thereof by  
the affirmative vote of a majority of the outstanding stock of the Company      
entitled to vote thereon at an annual or special meeting called for the purpose 
of acting thereon;                                                              

     Page 20 of 23 Pages

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      D.   notice that Glazer has determined to terminate this Agreement
effective on a date stated in such notice, at any time during which the Glazer  
Group holds more than (i) 49.9% of the Adjusted Voting Power of all Outstanding 
Voting Securities or (ii) 49.9% of the Voting Power of all Voting Securities, in
each instance as a result of a tender offer made pursuant to paragraph 2(d);    

          E.   the final adjournment of the first annual meeting of shareholders
of the Company after the Glazer Group holds more than (i) 49.9% of the Adjusted 
Voting Power of all Outstanding Voting Securities or (ii) 49.9% of the Voting   
Power of all outstanding Voting Securities, in each instance as a result of a   
tender offer made pursuant to paragraph 2(d); and                               

         F.   the first day on which any person, entity or group, as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, 
announces or otherwise discloses that it has Beneficial Ownership of 20% or more
of the Adjusted Voting Power of all Outstanding Voting Securities or 20% or more
of the Voting Power of all Voting Securities.                                   

 Either party may terminate this Agreement prior to any stated
termination date if the other defaults in any material respect in its           
obligations hereunder and if such default, providing it is of a nature that may 
be cured by the defaulting party, is not cured within ten days.                 

     Either party may waive its right to terminate this Agreement by a
written notice signed by an authorized representative expressly reciting the    
event or provision being waived and any conditions or limitations attaching     
thereto.                                                                        

     For the purposes of paragraph 7(a), the Company agrees to issue a
public announcement promptly following the determination by a Special Committee 
that it has abandoned any intention to acquire HOL or any other Glazer          
Controlled Entity.                                                              

    VIII.     Authorization.  Glazer agrees not to take, and not to permit any
member of the Glazer Group to take, any action by consent pursuant to Section   
228 of the Delaware General Corporation Law which is inconsistent with the terms
of this Agreement; provided, however, that Glazer or any member of the Glazer   
Group may take any action by consent which is permitted under Section 228 of the
Delaware General Corporation Law in connection with any tender offer made by a  
member of the Glazer Group which is permitted under paragraph 2(d).             

IX.  Composition of Board.  During the term of this Agreement, Glazer 
shall, and shall cause the members of the Glazer Group to, take such action as  
may be necessary, appropriate or desirable to assure that all times (a)  at     
least three members of the Company's Board of Directors are not Glazer Directors
and (b) a majority of the members of the Company's Board of Directors are not   
Glazer Directors.                                                               

     Page 21 of 23 Pages

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X.   Miscellaneous.                                                   

 A.   The parties acknowledge and agree that the breach of the
provisions of this Agreement by Glazer or the Company would irreparably damage  
the other party hereto, and accordingly agree that injunctive relief and        
specific performance shall be appropriate remedies to enforce the provisions of 
this Agreement; provided, however, that nothing herein shall limit the remedies,
legal or equitable, otherwise available.                                        

          B.   This Agreement shall be governed by and interpreted in accordance
with the law of the State of Delaware applicable to agreements made and to be   
performed entirely within such state.                                           

        C.   This Agreement may be executed in several counterparts and such
counterparts together shall constitute one and the same instrument.             

   D.   Notices given pursuant to this Agreement shall be given as
follows:                                                                        

If to the Company:                                

Zapata Corporation                                
1717 St. James Place, Suite 550                   
Houston, Texas 77056                              
Attention:  General Counsel                       

If to Glazer:                                     

Malcolm I.  Glazer                                
1482 South Ocean Boulevard                        
Palm Beach, Florida 33480                         

with a copy to:                                   

Avram Glazer                                      
18 Stoney Clover Lane                             
Pittsford, New York 14534                         

     Notices shall be deemed to have been given (i) if mailed, on the second day
following mailing; and (ii) if hand delivered or given by telex, on the business
day following receipt.                                                          

     Page 22 of 23 Pages

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        E.   The Agreement may be amended or modified by the parties hereto,
provided that such amendment or modification is approved by a majority of the   
directors of the Company that are not Glazer Directors.                         

ZAPATA CORPORATION  

    By:  /s/ Ronald Lassiter
                          ------------------------------------
        Authorized Officer

/s/ Malcolm Glazer  
                      ------------------------------------------
                  Malcolm I. Glazer, individually and as
                  Trustee of the Malcolm I. Glazer Trust

     Page 23 of 23 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/14/96							10-Q
		4/30/96		1					8-K
									List all Filings