Filed by Zapata Corporation
pursuant to Rule 425 under the
Securities Act of 1933,
Subject Company: Safety
Components International, Inc.,
Commission File No. 000-23938
ZAPATA CORPORATION ANNOUNCES PROPOSAL TO ACQUIRE REMAINING STOCK OF SAFETY
COMPONENTS INTERNATIONAL, INC.
ROCHESTER, N.Y.-November 14, 2003--Zapata Corporation (NYSE:ZAP) today
announced that it has submitted to Safety Components Board of Directors a
non-binding preliminary indication of interest to acquire the outstanding
shares of Safety Components International Inc., common stock not owned by
Zapata at a price of $11.49 per share. Zapata currently owns 84% of Safety
Components' outstanding shares of common stock. Zapata did not specify whether
the price will be paid with cash, Zapata securities or a combination thereof.
Zapata is contemplating structuring the transaction as either a tender offer or
an exchange offer followed by a short-form merger. Zapata's proposal is
subject to the completion of routine due diligence and the negotiation and
execution of a definitive agreement and certain other conditions. Zapata has
submitted the proposal in connection with its efforts to gain representation
on Safety Components' Board of Directors.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: The statements contained in this press release which are not historical
fact are forward-looking statements based upon management's current
expectations that are subject to risks and uncertainties that could cause
actual results, events and developments to differ materially from those set
forth in or implied by forward looking statements. These forward looking
statements include, but are not limited to, statements regarding the proposed
transaction. Factors that could cause actual results, events and developments
to differ include, without limitation, those factors listed under the caption
"Significant Factors That Could Affect Future Performance And Forward Looking
Statements" in the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2003. Consequently, all forward looking statements made herein
are qualified by these cautionary statements and there can be no assurance that
a transaction will occur, the final terms of the transaction, the timing of any
such transaction or whether a transaction will be favorable to Zapata or its
stockholders.
More detailed information pertaining to Zapata's proposal will be set forth in
appropriate filings to be made with the Securities and Exchange Commission
("SEC"). We urge stockholders to read any relevant documents that may be filed
with the SEC because they will contain important information. Stockholders
will be able to obtain a free copy of any filings containing information about
Zapata, without charge, at the SEC's Internet site (http://www.sec.gov).
Copies of any filings containing information about Zapata can also be obtained,
without charge, by directing a request to Zapata from the contact listed below.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.
Contact:
Zapata Corporation
Leonard DiSalvo, CFO
100 Meridian Centre, Suite 350
Rochester, New York 14618
(585) 242-8703
Zapata Corporation
100 Meridian Centre, Suite 350
Rochester, New York 14618
November 13, 2003
Board of Directors
Safety Components International, Inc.
41 Stevens Street
Greenville, South Carolina 29605
c/o
Gary Ivey, Esq.
Altson & Bird
Bank of America Plaza
101 South Tryon Street, Suite 400
Charlotte, NC
Gentlemen:
We appreciate your invitation to have two nominees of Zapata
Corporation join the Safety Components International, Inc. Board of Directors
and appropriate committees. We understand that this will take place as soon
as practical after complying with all legal requirements. We further
understand that the Safety Components Board of Directors is prepared to take
the actions necessary for Zapata nominees to constitute a majority of the
Safety Components Board of Directors if Zapata and Safety Components enter into
a definitive agreement for Zapata's acquisition of all remaining Safety
Components public shares.
Based on the foregoing, Zapata is pleased to present its preliminary,
non-binding indication of interest in acquiring all remaining Safety Components
public shares at a price of $11.49 per share. The price equals the weighted
average purchase price recently paid by Zapata for its 84% ownership interest
in Safety Components. The price represents a 51% premium above the $7.62 per
share average trading price of Safety Component's common stock during the 12
month period ended on September 29, 2003, the date on which Zapata first
announced its purchase of Safety Components shares.
We have not yet determined whether the purchase price will be paid in
cash, Zapata securities or a combination thereof. The transaction, however,
would likely be structured as a tender or exchange offer by Zapata, followed by
a short-form merger between Safety Components and a newly formed, wholly-owned
Zapata subsidiary. Any Safety Components public shares not owned by Zapata
upon the closing of the tender/exchange offer (other than those with respect to
which appraisal rights are properly exercised) would be converted in the merger
into the rights to receive the same price paid in the tender/exchange offer.
The tender/exchange offer would be subject to customary conditions in addition
to the following conditions:
* sufficient Safety Components shares shall be validly
tendered (and not withdrawn) so that such shares, when
taken together with the Safety Components shares
already owned by Zapata, will give Zapata beneficial
ownership of at least 90% of Safety Components' shares
of common stock, calculated on a fully-diluted basis,
* Congress Financial shall have confirmed that the
current debt financing provided by it to Safety
Components shall remain in place on the current terms
on consummation of the transaction,
* the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, shall have
terminated or expired,
* all outstanding options to purchase Safety Components
shares shall have been exercised, cancelled or
otherwise dealt with on terms satisfactory to Zapata
and to the extent required by the Safety Components 2001
Stock Option Plan and all related stock option
agreements shall have been amended to the extent
necessary to facilitate such actions, and
* other than Zapata's approval, all actions for the
short-form merger to be accomplished upon the approval
of only the "continuing directors" provided for in the
first sentence of Section 2 of Article Seventh of
Safety Components' Amended and Restated Certificate of
Incorporation, as amended, shall have been taken.
Under the circumstances, we assume that the Safety Components Board of
Directors will establish a special committee of disinterested outside directors
to address our proposal. We anticipate that upon reaching agreement, the
parties will execute a definitive agreement and the tender/exchange offer will
be commenced by Zapata (or it's newly formed, wholly-owned subsidiary) in
accordance with applicable laws. Before executing the definitive agreement, we
will want to conduct a routine due diligence review of Safety Components.
As indicated above, our proposal is a preliminary, non-binding
indication of interest and does not constitute a binding agreement or offer to
enter into a binding agreement. Accordingly, no contract or agreement providing
for any transaction involving Safety Components and Zapata shall be deemed to
exist unless and until a final definitive agreement has been executed and
delivered.
Our offer, if and when made, would involve required filings with the
Securities and Exchange Commission and the mailing of appropriate materials to
the public stockholders of Safety Components. Safety Component's stockholders
should read the tender/exchange offer statement on Schedule TO to be filed by
Zapata, which such stockholders will be able to obtain free of charge from the
Securities and Exchange Commission's website at http://www.sec.gov or from
Zapata at the above address.
Please be advised that we intend to disclose this revised proposal in an
Amendment to our Schedule 13D relating to shares of Safety Components common
stock. We also intend to file this letter under cover of Schedule TO as a
preliminary communication in accordance with Rule 14d-2(b) under the Securities
Exchange Act of 1934, as amended.
We look forward to working with you on this transaction. Please
contact us as soon as possible to make arrangements for proceeding with the
negotiation of the proposed transaction.
Very truly yours,
ZAPATA CORPORATION
By:/s/ Avram Glazer
---------------
Avram Glazer, Chief Executive Officer and President