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ZAPATA DECLARES DIVIDEND DISTRIBUTION OF PREFERRED STOCK PURCHASE RIGHTS

 HOUSTON, July 1 /PRNewswire/ -- Zapata Corporation's Board of Directors today declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Zapata common stock, exercisable if a person or group acquires or announces a tender offer for 30 percent or more of Zapata's common stock, except for persons who owned 30 percent or more of Zapata's common stock as of 9:00 a.m., June 30, 1993, in which case the rights become exercisable upon such person buying any additional shares of Zapata common stock.
 Zapata Chairman and Chief Executive Officer R.C. Lassiter said the Rights are designed to assure that all Zapata stockholders receive fair and equal treatment in the event of a proposed takeover of the company and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of Zapata without paying all shareholders a control premium.
 "The Rights are designed to protect Zapata stockholders from abusive takeover tactics that are prevalent these days. These tactics unfairly pressure stockholders and deprive them of the full value of their common stock," Lassiter said. "We consider these Rights to be a valuable means of protecting the right of Zapata's stockholders to retain the full value of their equity investment in the company, while not foreclosing a fair acquisition bid."
 If a person acquires 30 percent or more of Zapata's outstanding common stock, or if a person owning 30 percent or more of Zapata's common stock as of 9:00 a.m., June 30, 1993, buys any additional shares of stock, each Right will entitle its holder to purchase, at the Right's exercise price, Zapata common shares, or one one-thousandth of a share of a newly created Series A Participating Preferred Stock of Zapata, having a market value of twice the Right's exercise price. Rights held by the 30 percent holder would not be exercisable to purchase shares at the bargain price.
 In the event Zapata is acquired in a merger or other business combination which has not been approved by the Zapata Board, each Right will entitle its holder to purchase, at the Right's then-current price, a number of the acquiring company's common shares having a market value of twice the Right's exercise value.
 "The Rights are intended to enable all Zapata shareholders to realize the long-term value of their investment. They do not prevent a takeover; however, since the Board is entitled to redeem the Rights at one cent per Right at any time before a person has acquired 30 percent or more of Zapata common stock. This should encourage anyone seeking to acquire the company to negotiate with the Zapata Board prior to attempting a takeover," Lassiter said.
 The dividend distribution will be payable to stockholders of record on July 10, 1993. The Rights expire in 10 years and the distribution is not taxable to shareholders. Zapata currently has 144.1 million shares of common stock outstanding.
 Zapata Corporation (NYSE symbol: ZOS) is a Houston-based international company that produces natural gas and oil, as well as providing natural gas services including the gathering and trading of natural gas and natural gas liquids. Zapata is also the nation's leading producer of marine protein products from menhaden, and is a major shareholder in Tidewater Inc., the world's largest operator of marine service vessels.
 -0- 7/1/93
 /CONTACT: Barney White, Vice President-Corporate Affairs of Zapata, 713-940-6240/
 (ZOS)


CO: Zapata Corporation ST: Texas IN: OIL SU:

LG -- NY025 -- 7591 07/01/93 09:49 EDT
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Publication:PR Newswire
Date:Jul 1, 1993
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