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Watchdogs have no teeth

To supposedly avoid conflicts of interest because of Malcolm Glazer's majority ownership of both Zapata Corp. and Houlihan's Restaurant Group, Zapata appointed a "special committee" of directors to review the purchase of Houlihan's.

But to say the three directors on the special committee don't have a vested interest in the well-being of Malcolm Glazer is like saying Malcolm Glazer doesn't like money.

All three of the directors are beholden to Glazer in one way or another.

W. George Loar is a retired Glazer employee who once ran a Missouri television station owned by Glazer.

Robert V. Leffler Jr. runs a Baltimore advertising company specializing in sports, rental real estate and medicine that has done work for Glazer.

Ronald C. Lassiter was chairman and chief executive officer of Zapata until July 1994, when Glazer took over as chairman and named son Avram chief executive. After his ouster, Lassiter was given a job as chairman of Zapata Protein, a fishing subsidiary.

Zapata didn't have much choice in choosing the three for the special committee: Its only other directors are Malcolm and Avram Glazer.

Zapata promised the Securities and Exchange Commission it would not appoint any Glazer family members to the special committee.

Two of the committee members, Loar and Leffler, have been on the board since May 1995. They were appointed after two other Zapata directors _ Glazer's attorney Luther W. Miller and Glazer's longtime business partner Myrl S. Gelb _ resigned.

According to shareholder lawsuits, Miller and Gelb were forced off the board after refusing to approve of Zapata's purchases of other Glazer assets.

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