109177--3/4/2009--ZAPATA

related topics

{tax, income, asset}

{stock, price, share}

{financial, litigation, operation}

{acquisition, growth, future}

{control, financial, internal}

{capital, credit, financial}

{investment, property, distribution}

Volatility in global credit markets may impact the Company s ability to obtain financing to fund acquisitions. We may not be successful in identifying any suitable future acquisition opportunities. The market liquidity for our common stock is relatively low and may make it difficult to purchase or sell our stock. We may suffer adverse consequences if we are deemed an investment company and we may incur significant costs to avoid investment company status. Since we already meet the ownership criteria of the personal holding company rules, we may continue to pay an additional tax on future undistributed personal holding company income if Zapata Corporate generates passive income in excess of operating expenses. A change of ownership could reduce the benefits associated with the Company s tax assets. Our Company is majority-owned by the Malcolm I. Glazer Family Limited Partnership. As a result of this ownership, we are a controlled company within the meaning of the New York Stock Exchange rules and are exempt from certain corporate governance requirements. Agreements and transactions involving former subsidiaries or related parties may give rise to future claims that could materially adversely impact our capital resources. Litigation defense and settlement costs may be material. Future acquisitions and dispositions may not require a shareholder vote and may be material to the Company. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and test our internal controls over financial reporting and to report on our assessment as to the effectiveness of these controls. Any delays or difficulty in satisfying these requirements or negative reports concerning our internal controls could adversely affect our future results of operations and our stock price.

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109177--3/4/2009--ZAPATA_CORP