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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Additional Agreements
- Additional Information Concerning Houlihan's
- Additional Proposals for a Vote of Zapata Stockholders
- Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- Agreement and Plan of Merger
- Amendment of By-laws
- Amendment of Certificate of Incorporation
- Amendment, Waiver and Termination
- Appendix B
- Appendix C
- Appendix D
- Appendix E
- Appraisal Rights
- Approval of the Merger and Related Transactions
- Article Ii Conversion of Securities; Exchange of Certificates; Dissenting Shares
- Article Iii Representations, Warranties, Covenants and Agreements of the Company
- Article I the Merger
- Article Iv Representations, Warranties, Covenants and Agreements of the Parent and the Sub
- Article V Covenants and Agreements
- Article Vi Conditions
- Article Viii Miscellaneous
- Article Vii Termination and Amendment
- Available Information
- Avram A. Glazer
- Background of the Merger
- Background of Zapata's Entry into the Merger Agreement
- Backup Withholding
- Bank Credit Agreement
- Bank Debt
- Benefit Plans and Arrangements
- Business
- Business and Properties
- Business Development
- Certain Covenants; Conduct of Business
- Certain Employment and Indemnification Arrangements
- Certain Federal Income Tax Consequences
- Certain Provisions of the Zapata Restated Certificate of Incorporation and By-laws
- Certain Relationships and Related Transactions
- Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
- Comment by Management
- Committees of the Zapata Board of Directors; Attendance at Meetings
- Common Stock
- Companies, The
- Comparative Market Price Data and Dividend Policy
- Comparative Per Share Data
- Comparative Rights of Stockholders
- Compensation Committee Interlocks and Insider Participation
- Compensation of Directors
- Conditions to the Merger
- Consolidated Statements of Cash Flows
- Consolidated Statements of Income
- Continuing Directors
- Control by the Glazer Group Following the Merger
- Conversion of Shares; Procedures for Exchange of Certificates; Fractional Shares
- Costs of the Transaction
- CS First Boston
- Current liabilities
- Delaware General Corporation Law
- Description of Zapata Capital Stock
- Different Interests of Glazer Group and Certain Members of Houlihan's Management from Those of Other Holders; Other Transactions with Glazer Group
- Directors and Executive Officers of the Registrant
- Earnings per common and common equivalent share
- Employees
- Employment Agreements and Other Incentive Plans
- Envirodyne
- Executive Compensation
- Executive Officers of the Registrant
- Exhibits and Financial Statement Schedules
- Exhibits and Reports on Form 8-K
- Exhibits, Financial Statements and Reports on Form 8-K
- Exhibits, Financial Statement Schedules and Reports on Form 8-K
- Expenses
- Expenses and Termination Fee
- Experts
- Financial Statements
- Financial Statements and Exhibits
- Financial Statements and Supplementary Data
- Frederick R. Hipp
- General
- General and administrative expenses
- Geographical Information
- Historical Contributions of Major Divisions
- Houlihan's
- Houlihan's Documents Delivered Herewith
- Houlihan's Reasons for the Merger; Recommendation
- Houlihan's Restaurant Group, Inc
- Houlihan's Selected Consolidated Financial Information
- Houlihan's Special Meeting, The
- Income Taxes
- Incorporation of Certain Documents by Reference
- Indemnification of Directors and Officers
- Independent Auditors' Report
- Interested Stockholder Transactions
- Interest expense
- Interests of Certain Persons in the Merger
- Interests of Glazer Family in both Zapata and Houlihan's
- Inventories
- Irrevocable Proxy
- Irrevocable Proxy and Standstill Agreement
- Joint Proxy Statement
- Legal Proceedings
- Liquidity and Capital Resources
- Litigation
- Long-term debt
- Malcolm I. Glazer
- Management and Executive Compensation
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Marine Protein Operations
- Market for the Registrant's Common Equity and Related Stockholder Matters
- Market Price Data
- Matters to Be Considered at the Houlihan's Special Meeting
- Matters to Be Considered at the Zapata Annual Meeting
- Merger Agreement
- Merger Agreement, The
- Merger Consideration
- Merger expenses
- Merger, The
- Net cash provided by operating activities
- Net sales
- Nominees
- Notes to Consolidated Financial Statements
- Notification of Market Value
- Number of Directors
- Oil and Gas Operations
- Operations Following the Merger
- Opinion of CS First Boston
- Opinion of DLJ
- Option Plan I
- Other Events
- Other Matters
- Pension Plan Information
- Preference Stock
- Preferred Stock
- Properties
- Proponents' Statement in Support of Proposal
- Quasi-Reorganization
- Quorum
- Record Date; Outstanding Shares; Quorum
- Regulatory Approvals
- Removal of Directors
- Report of the Compensation Committee
- Representations and Warranties
- Resignation of Director
- Restrictions on Sales of Stock
- Risk Factors
- Section 1.1 Effective Time of the Merger
- Section 1.2 Closing
- Section 1.3 Effects of the Merger
- Section 1.4 Directors
- Section 1.5 Officers
- Section 16(a) Beneficial Ownership Reporting Compliance
- Section 2.1 Conversion of Securities
- Section 2.2 Certain Definitions
- Section 2.3 Elections
- Section 2.4 Certain Adjustments and Limitations
- Section 2.5 Exchange of Certificates
- Section 2.6 Stock Transfer Books
- Section 2.7 Dissenting Shares
- Section 3.10 No Material Adverse Change
- Section 3.11 Taxes
- Section 3.12 DGCL Section 203
- Section 3.13 Vote Required
- Section 3.14 Opinion of Company Financial Advisor
- Section 3.15 No Undisclosed Employee Benefit Plan Liabilities
- Section 3.16 Tax Matters
- Section 3.17 Affiliates
- Section 3.18 General
- Section 3.1 Due Incorporation, Etc
- Section 3.2 Qualification as Foreign Entities
- Section 3.3 Capital Stock
- Section 3.4 Material Company Subsidiaries
- Section 3.5 Ownership of Equity Interests
- Section 3.6 Corporate Power and Authority
- Section 3.7 No Conflicts or Consents; Environmental Law; and Litigation
- Section 3.8 SEC Reports and Financial Statements
- Section 3.9 Information in Joint Proxy Statement and Registration Statement
- Section 4.10 No Material Adverse Change
- Section 4.11 Taxes
- Section 4.12 Reservation of Shares
- Section 4.13 DGCL Section 203
- Section 4.14 Vote Required
- Section 4.15 Interim Operations of the Sub
- Section 4.16 Opinion of Parent Financial Advisor
- Section 4.17 No Undisclosed Employee Benefit Plan Liabilities
- Section 4.18 General
- Section 4.1 Due Incorporation, Etc
- Section 4.2 Qualification as Foreign Entities
- Section 4.3 Capital Stock
- Section 4.4 Material Parent Subsidiaries
- Section 4.5 Ownership of Equity Interests
- Section 4.6 Corporate Power and Authority
- Section 4.7 No Conflicts or Consents; Environmental Law; and Litigation
- Section 4.8 SEC Reports and Financial Statements
- Section 4.9 Information in Joint Proxy Statement and Registration Statement
- Section 5.10 Other Employee Benefit Plans
- Section 5.11 Exclusivity
- Section 5.12 Fees and Expenses
- Section 5.13 Brokers or Finders
- Section 5.14 Rule 145
- Section 5.15 Board Membership
- Section 5.16 Takeover Statutes
- Section 5.1 Conduct of Business of the Company
- Section 5.2 Conduct of Business of the Parent
- Section 5.3 Reasonable Best Efforts
- Section 5.4 Letter of the Company's Accountants
- Section 5.5 Letter of the Parent's Accountants
- Section 5.6 Access to Information
- Section 5.7 Stockholders Meetings
- Section 5.8 Stock Exchange Listing
- Section 5.9 Company Plans
- Section 6.1 Conditions to Each Party's Obligation To Effect the Merger
- Section 6.2 Conditions of Obligations of the Parent and the Sub
- Section 6.3 Conditions of Obligations of the Company
- Section 7.1 Termination
- Section 7.2 Effect of Termination
- Section 8.10 Publicity
- Section 8.11 Assignment
- Section 8.12 Validity
- Section 8.13 Conveyance Tax
- Section 8.1 Survival of Representations and Warranties; Enforcement of Certain Covenants
- Section 8.2 Amendment
- Section 8.3 Extension; Waiver
- Section 8.4 Notices
- Section 8.5 Interpretation
- Section 8.6 Counterparts
- Section 8.7 Entire Agreement; No Third Party Beneficiaries
- Section 8.8 Governing Law
- Section 8.9 Specific Performance
- Security Ownership of Certain Beneficial Owners and Management
- Security Ownership of Certain Beneficial Owners and Management of Houlihan's
- Security Ownership of Certain Beneficial Owners and Management of Zapata
- Selected Financial Data
- Signature
- Signatures
- Solicitation of Proxies; Expenses
- Special Meetings of Directors
- Special Meetings of Stockholders
- Standstill Agreement
- Stockholder Proposals for 1997 Annual Meeting of Stockholders
- Stockholder Return Performance Graph
- Stockholders' equity
- Submission of Matters to a Vote of Security Holders
- Summary
- Summary Compensation Table
- Table of Contents
- Taxes
- The Companies
- The Houlihan's Special Meeting
- The Merger
- The Merger Agreement
- The Zapata Annual Meeting
- Tidewater
- Total
- Treatment of Stock Options
- Unaudited Pro Forma Combined Condensed Financial Statements
- Uncertainties Relating to Houlihan's Business
- Uncertainties Relating to Zapata's Business
- Undertakings
- Vote Required
- Vote Required; Abstentions and Non-Votes
- Voting of Proxies
- William W. Moreton
- Zapata
- Zapata and Houlihan's Summary Unaudited Pro Forma Combined Condensed Financial Data
- Zapata Annual Meeting, The
- Zapata Documents Delivered Herewith
- Zapata's Reasons for the Merger; Recommendation
- Zapata Summary Consolidated Financial Information
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1 | 1st Page - Filing Submission
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2 | Avram A. Glazer
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4 | Houlihan's Restaurant Group, Inc
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" | Frederick R. Hipp
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5 | William W. Moreton
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6 | Joint Proxy Statement
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7 | Available Information
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8 | Incorporation of Certain Documents by Reference
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" | Zapata Documents Delivered Herewith
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" | Houlihan's Documents Delivered Herewith
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9 | Table of Contents
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12 | Summary
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" | The Companies
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13 | Interests of Glazer Family in both Zapata and Houlihan's
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" | The Zapata Annual Meeting
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14 | The Houlihan's Special Meeting
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" | The Merger
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" | Merger Consideration
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17 | Treatment of Stock Options
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" | Certain Federal Income Tax Consequences
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19 | Malcolm I. Glazer
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" | Opinion of CS First Boston
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" | Opinion of DLJ
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20 | Interests of Certain Persons in the Merger
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" | Accounting Treatment
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21 | Zapata Summary Consolidated Financial Information
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22 | Houlihan's Selected Consolidated Financial Information
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23 | Zapata and Houlihan's Summary Unaudited Pro Forma Combined Condensed Financial Data
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24 | Comparative Per Share Data
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" | Zapata
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" | Houlihan's
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25 | Comparative Market Price Data and Dividend Policy
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" | Market Price Data
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26 | Risk Factors
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" | Uncertainties Relating to Houlihan's Business
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27 | Uncertainties Relating to Zapata's Business
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" | Marine Protein Operations
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28 | Costs of the Transaction
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29 | Different Interests of Glazer Group and Certain Members of Houlihan's Management from Those of Other Holders; Other Transactions with Glazer Group
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" | Control by the Glazer Group Following the Merger
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30 | Litigation
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33 | General
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" | Matters to Be Considered at the Zapata Annual Meeting
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" | Record Date; Outstanding Shares; Quorum
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" | Vote Required; Abstentions and Non-Votes
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34 | Voting of Proxies
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35 | Solicitation of Proxies; Expenses
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36 | Matters to Be Considered at the Houlihan's Special Meeting
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" | Notification of Market Value
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38 | Approval of the Merger and Related Transactions
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" | Background of the Merger
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" | Background of Zapata's Entry into the Merger Agreement
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40 | Zapata's Reasons for the Merger; Recommendation
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41 | Houlihan's Reasons for the Merger; Recommendation
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49 | Operations Following the Merger
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52 | Backup Withholding
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53 | Irrevocable Proxy and Standstill Agreement
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" | Irrevocable Proxy
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" | Standstill Agreement
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54 | Regulatory Approvals
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55 | Restrictions on Sales of Stock
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56 | The Merger Agreement
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58 | Conversion of Shares; Procedures for Exchange of Certificates; Fractional Shares
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59 | Appraisal Rights
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61 | Conditions to the Merger
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62 | Representations and Warranties
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63 | Certain Covenants; Conduct of Business
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" | Certain Employment and Indemnification Arrangements
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64 | Additional Agreements
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" | Expenses and Termination Fee
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" | Amendment, Waiver and Termination
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66 | Unaudited Pro Forma Combined Condensed Financial Statements
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75 | Description of Zapata Capital Stock
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" | Common Stock
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" | Preferred Stock
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76 | Preference Stock
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77 | Certain Provisions of the Zapata Restated Certificate of Incorporation and By-laws
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79 | Delaware General Corporation Law
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" | Comparative Rights of Stockholders
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" | Interested Stockholder Transactions
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" | Amendment of Certificate of Incorporation
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80 | Amendment of By-laws
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" | Special Meetings of Stockholders
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" | Special Meetings of Directors
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" | Number of Directors
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" | Quorum
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81 | Removal of Directors
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82 | Additional Information Concerning Houlihan's
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" | Certain Relationships and Related Transactions
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83 | Security Ownership of Certain Beneficial Owners and Management of Houlihan's
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84 | Additional Proposals for a Vote of Zapata Stockholders
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" | Nominees
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" | Continuing Directors
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85 | Committees of the Zapata Board of Directors; Attendance at Meetings
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86 | Compensation of Directors
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87 | Resignation of Director
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89 | Management and Executive Compensation
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" | Summary Compensation Table
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90 | Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
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" | Pension Plan Information
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" | Employment Agreements and Other Incentive Plans
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91 | Section 16(a) Beneficial Ownership Reporting Compliance
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" | Report of the Compensation Committee
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93 | Compensation Committee Interlocks and Insider Participation
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95 | Security Ownership of Certain Beneficial Owners and Management of Zapata
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96 | Stockholder Return Performance Graph
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99 | Vote Required
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" | Proponents' Statement in Support of Proposal
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100 | Comment by Management
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101 | Other Matters
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" | Stockholder Proposals for 1997 Annual Meeting of Stockholders
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" | Experts
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102 | Agreement and Plan of Merger
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107 | Article I the Merger
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" | Section 1.1 Effective Time of the Merger
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" | Section 1.2 Closing
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108 | Section 1.3 Effects of the Merger
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" | Section 1.4 Directors
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" | Section 1.5 Officers
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" | Article Ii Conversion of Securities; Exchange of Certificates; Dissenting Shares
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" | Section 2.1 Conversion of Securities
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111 | Section 2.2 Certain Definitions
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112 | Section 2.3 Elections
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" | Section 2.4 Certain Adjustments and Limitations
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113 | Section 2.5 Exchange of Certificates
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114 | Section 2.6 Stock Transfer Books
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" | Section 2.7 Dissenting Shares
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115 | Article Iii Representations, Warranties, Covenants and Agreements of the Company
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" | Section 3.1 Due Incorporation, Etc
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" | Section 3.2 Qualification as Foreign Entities
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" | Section 3.3 Capital Stock
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116 | Section 3.4 Material Company Subsidiaries
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" | Section 3.5 Ownership of Equity Interests
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" | Section 3.6 Corporate Power and Authority
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" | Section 3.7 No Conflicts or Consents; Environmental Law; and Litigation
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117 | Section 3.8 SEC Reports and Financial Statements
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118 | Section 3.9 Information in Joint Proxy Statement and Registration Statement
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" | Section 3.10 No Material Adverse Change
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" | Section 3.11 Taxes
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119 | Section 3.12 DGCL Section 203
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" | Section 3.13 Vote Required
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" | Section 3.14 Opinion of Company Financial Advisor
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" | Section 3.15 No Undisclosed Employee Benefit Plan Liabilities
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" | Section 3.16 Tax Matters
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" | Section 3.17 Affiliates
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" | Section 3.18 General
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120 | Article Iv Representations, Warranties, Covenants and Agreements of the Parent and the Sub
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" | Section 4.1 Due Incorporation, Etc
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" | Section 4.2 Qualification as Foreign Entities
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" | Section 4.3 Capital Stock
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121 | Section 4.4 Material Parent Subsidiaries
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" | Section 4.5 Ownership of Equity Interests
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" | Section 4.6 Corporate Power and Authority
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" | Section 4.7 No Conflicts or Consents; Environmental Law; and Litigation
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122 | Section 4.8 SEC Reports and Financial Statements
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123 | Section 4.9 Information in Joint Proxy Statement and Registration Statement
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" | Section 4.10 No Material Adverse Change
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" | Section 4.11 Taxes
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" | Section 4.12 Reservation of Shares
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" | Section 4.13 DGCL Section 203
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124 | Section 4.14 Vote Required
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" | Section 4.15 Interim Operations of the Sub
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" | Section 4.16 Opinion of Parent Financial Advisor
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" | Section 4.17 No Undisclosed Employee Benefit Plan Liabilities
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" | Section 4.18 General
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" | Article V Covenants and Agreements
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" | Section 5.1 Conduct of Business of the Company
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126 | Section 5.2 Conduct of Business of the Parent
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127 | Section 5.3 Reasonable Best Efforts
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128 | Section 5.4 Letter of the Company's Accountants
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" | Section 5.5 Letter of the Parent's Accountants
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" | Section 5.6 Access to Information
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" | Section 5.7 Stockholders Meetings
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" | Section 5.8 Stock Exchange Listing
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" | Section 5.9 Company Plans
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129 | Section 5.10 Other Employee Benefit Plans
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131 | Section 5.11 Exclusivity
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132 | Section 5.12 Fees and Expenses
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" | Section 5.13 Brokers or Finders
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" | Section 5.14 Rule 145
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" | Section 5.15 Board Membership
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" | Section 5.16 Takeover Statutes
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" | Article Vi Conditions
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" | Section 6.1 Conditions to Each Party's Obligation To Effect the Merger
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133 | Section 6.2 Conditions of Obligations of the Parent and the Sub
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" | Section 6.3 Conditions of Obligations of the Company
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" | Article Vii Termination and Amendment
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" | Section 7.1 Termination
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134 | Section 7.2 Effect of Termination
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" | Article Viii Miscellaneous
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" | Section 8.1 Survival of Representations and Warranties; Enforcement of Certain Covenants
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" | Section 8.2 Amendment
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" | Section 8.3 Extension; Waiver
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" | Section 8.4 Notices
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135 | Section 8.5 Interpretation
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" | Section 8.6 Counterparts
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" | Section 8.7 Entire Agreement; No Third Party Beneficiaries
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136 | Section 8.8 Governing Law
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" | Section 8.9 Specific Performance
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" | Section 8.10 Publicity
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" | Section 8.11 Assignment
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" | Section 8.12 Validity
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" | Section 8.13 Conveyance Tax
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138 | Appendix B
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" | CS First Boston
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140 | Appendix C
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142 | Appendix D
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146 | Appendix E
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155 | Item 1 and 2. Business and Properties
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156 | Historical Contributions of Major Divisions
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159 | Oil and Gas Operations
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162 | Employees
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" | Geographical Information
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163 | Executive Officers of the Registrant
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164 | Properties
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" | Item 3. Legal Proceedings
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165 | Item 4. Submission of Matters to a Vote of Security Holders
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166 | Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
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167 | Item 6. Selected Financial Data
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168 | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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169 | Liquidity and Capital Resources
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173 | Tidewater
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174 | Envirodyne
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" | Taxes
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177 | Item 8. Financial Statements and Supplementary Data
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184 | Notes to Consolidated Financial Statements
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" | Inventories
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186 | Income Taxes
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" | Quasi-Reorganization
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215 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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" | Item 10. Directors and Executive Officers of the Registrant
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" | Item 11. Executive Compensation
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" | Item 12. Security Ownership of Certain Beneficial Owners and Management
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216 | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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224 | Signatures
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240 | Item 1. Financial Statements
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241 | Current liabilities
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" | Stockholders' equity
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242 | Expenses
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254 | Item 6. Exhibits and Reports on Form 8-K
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261 | Item 5. Other Events
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" | Item 7. Financial Statements and Exhibits
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281 | Long-term debt
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282 | Total
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302 | Net cash provided by operating activities
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308 | Consolidated Statements of Cash Flows
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344 | Item 1. Business
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346 | Business Development
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361 | Benefit Plans and Arrangements
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363 | Item 14. Exhibits, Financial Statements and Reports on Form 8-K
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366 | Independent Auditors' Report
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368 | Consolidated Statements of Income
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372 | Earnings per common and common equivalent share
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375 | Bank Debt
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" | Bank Credit Agreement
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380 | Option Plan I
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388 | Merger Agreement
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390 | Net sales
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392 | General and administrative expenses
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" | Interest expense
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" | Merger expenses
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396 | Signature
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398 | Item 20. Indemnification of Directors and Officers
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400 | Item 21. Exhibits and Financial Statement Schedules
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403 | Item 22. Undertakings
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