Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

* Linda Glazer disclaims beneficial ownership as to all shares reported except 6,400 shares held individually.

This Amendment No. 23 (“Amendment No. 23”) amends and supplements the Schedule 13D and statement attached thereto, as previously amended (“Schedule 13D”), filed on behalf of Malcolm I. Glazer (“Malcolm Glazer”), Linda Glazer (“Linda Glazer”), the Malcolm I. Glazer Family Limited Partnership (the “Glazer LP”), Malcolm I. Glazer G.P., Inc. (the “MIG GP”) and the Malcolm Glazer Revocable Trust U/A/D dated February 24, 1997, as amended (the “MIG Trust” and collectively with Malcolm Glazer, Linda Glazer, the Glazer LP and MIG GP, the “Reporting Persons”) relating to the common stock, par value $.01 per share, of Zapata Corporation (“Zapata”), and is hereby filed on behalf of the Reporting Persons. All capitalized terms used in this Amendment No. 23 and not otherwise defined herein have the meanings previously ascribed to such terms in the Schedule 13D.

Item 1. Security and Issuer

This Amendment No. 23 relates to shares of Common Stock (“Common Stock”) of Zapata Corporation (the “Issuer”) and amends and supplements Schedule 13D (Amendment No. 22) filed on July 6, 2007. The Issuer’s principal executive office is located at 100 Meridian Centre, Suite 350, Rochester, New York 14618.

Item 5. Interest in Securities of the Issuer

(a)-(b) As a result of the transactions described in Items 5(c) and 6 of this Statement, the Reporting Persons have irrevocably agreed to sell all of their respective shares of Common Stock and have granted the purchasers in that transaction a proxy to vote the shares of Common Stock in the election of directors.

(c) On June 17, 2009, the Reporting Persons, together with Avram A. Glazer, entered into a Share Purchase Agreement with Harbinger Capital Partners Master Fund I, L.P., Global Opportunities Breakaway Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, the “Purchasers”), pursuant to which: (i) the Glazer LP agreed to sell 9,813,112 shares of Common Stock; (ii) Linda Glazer agreed to sell 6,400 shares of Common Stock; (iii) Malcolm Glazer agreed to sell 28,052 shares of Common Stock, and (iv) Avram A. Glazer agreed to sell 41,120 shares of Common Stock, for a price per share of $7.50, with each such sale to be effected in accordance with the terms of the Share Purchase Agreement described in Item 6 of this Statement. In each case, the shares to be sold constitute all of the shares of Common Stock of the Issuer beneficially owned by the Reporting Person.

(d) None.

(e) Upon the closing of the transactions described in Item 5(c) and Item 6 of this Statement, all of the Reporting Persons will cease to be the beneficial owner of more than five percent of the Common Stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings and Relationships with Respect to Securities of the Issuer

On June 17, 2009, each of the Reporting Persons, together with Avram A. Glazer (the “Sellers”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with the Purchasers, pursuant to which the Reporting Persons have agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Sellers, all of the shares of Common Stock of the Issuer beneficially owned by the Sellers, representing, collectively, approximately 51.3% of the issued and outstanding shares of Common Stock of the Issuer. In addition, the Sellers have granted to Harbinger Capital Partners LLC a proxy to vote the shares of Common Stock owned by them for the election of certain individuals to the Board of Directors of the Issuer. The foregoing summary of the terms of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is included as Exhibit 1 to this Statement and incorporated herein by reference. The Glazer LP and the Purchasers named in the Share Purchase Agreement are parties to a letter agreement with Jefferies High Yield Trading, LLC (“Jefferies”), pursuant to which each of Glazer LP, on the one hand, and the Purchasers, on the other hand, will pay Jefferies a finder’s fee in the amount of $500,000. The foregoing summary of the terms of the letter agreement is qualified in its entirety by reference to the full text thereof, a copy of which is included as Exhibit 2 to this Statement and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

The exhibit filed as part of this Schedule 13D is as follows:

Exhibit No.				Description
	1			Share Purchase Agreement
	2			Letter Agreement

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 18, 2009

Exhibit Index

Exhibit No.				Description
	1			Share Purchase Agreement
	2			Letter Agreement