<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ENVIRODYNE INDUSTRIES, INC.
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
294037205
---------
(CUSIP Number)
Gordon E. Forth, Esq.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE
44 Exchange Street
Rochester, New York 14614
(716) 454-5370
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
August 5, 1994
--------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /
Check the following box if a fee is being paid with the statement /x/
Page 1 of 10 Pages
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
- --------------------- ------------------
CUSIP NO. 294037205 Page 2 of 10 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE MALCOLM GLAZER TRUST
- -------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- -------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- -------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- -------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,746,151
OWNED BY -------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH - 0 -
-------------------------------------------
9 SOLE DISPOSITIVE POWER
1,746,151
-------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- -------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,151
- -------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- -------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- -------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------------
</TABLE>
Page 2 of 10 Pages
<PAGE> 3
SCHEDULE 13D
<TABLE>
<CAPTION>
- --------------------- ------------------
CUSIP NO. 294037205 Page 3 of 10 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MALCOLM I. GLAZER
S.S. NO. ###-##-####
- -------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- -------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- -------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,746,151
OWNED BY -------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH - 0 -
-------------------------------------------
9 SOLE DISPOSITIVE POWER
1,746,151
-------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- -------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,151
- -------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- -------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- -------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------------
</TABLE>
Page 3 of 10 Pages
<PAGE> 4
This statement is filed on behalf of both the Malcolm Glazer Trust
and Malcolm I. Glazer.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
("Common Stock") of Envirodyne Industries, Inc. ("Envirodyne"), a Delaware
corporation, whose principal executive offices are located at 701 Harger Road,
Suite 121, Oak Brook, Illinois 60521.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME: The names of the reporting persons are the Malcolm Glazer
Trust ("Trust") and Malcolm I. Glazer. Mr. Glazer is the sole trustee and,
during his lifetime, the sole beneficiary of the Trust.
(b) ADDRESS: The business address of the Trust and Mr. Glazer is 1482
South Ocean Boulevard, Palm Beach, Florida 33480.
(c) PRESENT PRINCIPAL OCCUPATION: The Trust is a revocable living trust.
The present principal occupation of Mr. Glazer is that of self-employed,
private investor.
(d) CRIMINAL PROCEEDINGS: During the last five years, neither the Trust
nor Mr. Glazer has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) CIVIL PROCEEDINGS: During the last five years, neither the Trust nor
Mr. Glazer has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) CITIZENSHIP: The Trust is formed under the laws of the State of
Florida. Mr. Glazer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Trust has purchased 1,746,151 shares of Common Stock at a total cost
of $9,276,427.10 (including brokerage commissions).
Page 4 of 10 Pages
<PAGE> 5
All funds used or to be used to make such purchases were, or are expected to
be, obtained from Mr. Glazer's personal funds, which have been, or will be,
contributed to the Trust.
ITEM 4. PURPOSE OF TRANSACTION.
The Trust acquired the 1,746,151 shares referred to in Item 5 below for
the purpose of providing it with a significant equity investment in Envirodyne.
Subject to applicable legal requirements, the Trust is seeking to increase its
level of investment in Envirodyne by acquiring additional shares of Common
Stock in a private transaction currently being negotiated with a significant
Envirodyne Stockholder.
Regardless of whether the Trust is successful in consummating such private
transaction, the Trust may, in the future, otherwise increase its level of
investment in Envirodyne. At all times in the future, whether the Trust will
purchase additional shares will depend upon a continuing evaluation by Mr.
Glazer of various factors, including Envirodyne's financial condition, business
and prospects, other developments concerning Envirodyne, the attitudes and
actions of Envirodyne's management and Board of Directors, the market for the
shares, the availability of shares for purchase at particular price levels, the
availability and nature of other opportunities available to the Trust and Mr.
Glazer, the stock market and general economic conditions, the availability of
funds and other factors and future developments that Mr. Glazer deems relevant
from time to time. In addition, depending upon, among other things, the
factors referred to above, Mr. Glazer may determine to have the Trust dispose
of all or a portion of the shares of Common Stock held by the Trust.
Mr. Glazer may seek to obtain representation on Envirodyne's Board of
Directors. Except as set forth in this Item 4, neither the Trust nor Mr.
Glazer has any specific plans or proposals with respect to Envirodyne (although
they reserve the right to develop any such plans or proposals) at this time
that relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AGGREGATE NUMBER AND PERCENTAGE: The Trust owns 1,746,151 shares of
Common Stock, which represents approximately 12.9% of the outstanding Common
Stock. Mr. Glazer, as trustee of the Trust, is a beneficial owner with
respect to the 1,746,151 shares of Common Stock owned by the Trust. These
percentages are based on the 13,500,000 shares of Common Stock reported as
outstanding as of May 13, 1994 by Envirodyne in its Form 10-Q for the quarterly
period ended March 31, 1994.
Page 5 of 10 Pages
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(b) VOTING POWER: The Trust has the sole power to vote and the sole
power to dispose of the 1,746,151 shares held by the Trust. Mr. Glazer has the
sole power to direct the vote and the sole power to direct the disposition of
the 1,746,151 shares held by the Trust.
(c) TRANSACTIONS DURING LAST 60 DAYS: All transactions in the Common
Stock effected during the past sixty days by the Trust are set forth in Exhibit
1 attached hereto.
(d) POWER RELATING TO DIVIDENDS: Not applicable.
(e) DATE OF TERMINATION OF BENEFICIAL OWNERSHIP: Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Mr. Glazer has appointed Avram Glazer his true and lawful attorney and
agent, to execute any and all instruments in his name as Trustee of the Trust
and individually, which Mr. Glazer may deem necessary or advisable to comply
with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission promulgated pursuant thereto, in connection with his direct
or indirect beneficial ownership of Common Stock, and any and all amendments
thereto and to file the same with all exhibits thereto and other documents in
connection therewith. A copy of the Power of Attorney is attached hereto as
Exhibit 2 and hereby incorporated herein in all respects.
Except as set forth above and otherwise disclosed herein, neither the
Trust nor Mr. Glazer have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the Common
Stock.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 - Schedule of Transactions in the Common Stock During the
Last 60 Days
Exhibit 2 - Power of Attorney executed by Malcolm Glazer appointing
Avram Glazer as Power-of-Attorney, dated August 12, 1994.
Page 6 of 10 Pages
<PAGE> 7
SIGNATURE PAGE
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: August 14, 1994
THE MALCOLM GLAZER TRUST
By: S//MALCOLM I. GLAZER, AS TRUSTEE
---------------------------------
Malcolm I. Glazer, as Trustee
S//MALCOLM I. GLAZER
---------------------------------
Malcolm I. Glazer
Page 7 of 10 Pages
<PAGE> 8
Exhibit 1
TRANSACTIONS IN THE SHARES DURING THE LAST 60 DAYS
<TABLE>
<CAPTION>
Number(1) Price(2)
Purchaser Purchase Date of Shares Per Share
- --------- ------------- --------- ---------
<S> <C> <C> <C>
Malcolm I. Glazer 8/5/94 1,746,151 $5.3125
as Trustee F/B/O
Malcolm Glazer
Trust U/A dated as
of March 23, 1990.
</TABLE>
- --------------------
(1) These shares were purchased in a private transaction.
(2) The purchase price includes fees paid to a broker.
Page 8 of 10 Pages
<PAGE> 9
Exhibit 2
AVRAM GLAZER POWER OF ATTORNEY
The undersigned, both as Trustee of the Malcolm I. Glazer Trust U/A dated
March 23, 1990 ("Trust"), and individually, does hereby constitute and appoint
AVRAM GLAZER his true and lawful attorney and agent, to execute any and all
instruments in the name of the Trust and in his name which such individual may
deem necessary or advisable to comply with Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission promulgated pursuant
thereto, in connection with his direct or indirect beneficial ownership of
certain shares of ENVIRODYNE INDUSTRIES, INC. par value $.01 per share common
stock ("Shares"), including specifically, but not limited to, the power and
authority to sign for him in the name of the Trust and in his name, Schedule
13D, Schedule 13G, Form 3, Form 4 or Form 5, and any and all amendments thereto
and to file the same with all exhibits thereto and other documents in
connection therewith, and to perform each and every other act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and the undersigned
does hereby ratify and confirm all that AVRAM GLAZER or his agent or
substitute, may lawfully do or cause to be done by virtue hereof. This power
of attorney shall remain in full force and effect so long as the undersigned
owns Shares or is obligated to make filings under the statutes, rules,
regulations
Page 9 of 10 Pages
<PAGE> 10
and requirements referenced above or until otherwise revoked by the
undersigned.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 11th day of August, 1994.
S//MALCOLM I. GLAZER, AS TRUSTEE
--------------------------------
MALCOLM I. GLAZER as Trustee
f/b/o Malcolm Glazer Trust
U/A dated as of March 23, 1990
S//MALCOLM I. GLAZER
--------------------------------
MALCOLM I. GLAZER
Page 10 of 10 Pages
