<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 16, 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 / /
Page 1 of 10 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 294037205 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE MALCOLM I. 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
REPORTING PERSON 8 SHARED VOTING POWER
WITH
- 0 -
9 SOLE DISPOSITIVE POWER
1,746,151
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14 TYPE OF REPORTING PERSON
OO
Page 2 of 10 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 294037205 Page 3 of 10 Pages
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
REPORTING PERSON 8 SHARED VOTING POWER
WITH
- 0 -
9 SOLE DISPOSITIVE POWER
1,746,151
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14 TYPE OF REPORTING PERSON
IN
Page 3 of 10 Pages
<PAGE> 4
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
statement ("Statement") to the Schedule 13D dated August 14, 1994, ("Schedule
13D") and filed on August 15, 1994 on behalf of The Malcolm Glazer Trust
("Trust") and Malcolm I. Glazer relating to the common stock, par value $.01
per share, of Envirodyne Industries, Inc. ("Envirodyne"). All capitalized
terms used herein and not otherwise defined herein have the meanings previously
ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended by inserting the following
Paragraph after the last Paragraph thereof:
The total purchase price for the purchase of the 1,573,436
shares to be acquired by the Trust as described in Item 6 below is
$8,086,969.02. 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.
Item 4 of the Statement is hereby amended by inserting the following
Paragraph after the last Paragraph thereof:
The purchase transactions entered into by the Trust on August
16, 1994 and August 18, 1994 are unrelated to the previously disclosed
negotiations with a significant Envirodyne stockholder, which have not
yet been completed or terminated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Statement is hereby amended by adding to the end
thereof the following:
On August 16, 1994, the Trust entered into a private
transaction to purchase 577,738 shares of Common Stock. On August 18,
1994, the Trust entered into a second private transaction to acquire
995,698 shares of Common Stock. The closing of both transactions are
subject to the expiration or earlier termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1978 ("HSR
Act"). Mr. Glazer intends to file with the Federal Trade Commission
and the Department of Justice in the near future a notification and
report form under the HSR Act relating the Trust's transactions in the
Common Stock.
Page 4 of 10 Pages
<PAGE> 5
Item 5(b) of the Statement is hereby amended by adding to the end
thereof the following:
The Trust will have no power to vote or direct the vote or to
dispose or direct the disposition of the 1,573,436 shares of Common
Stock with respect to which the Trust entered into purchase
transactions on August 16, 1994 and August 18, 1994, respectively,
until the closing of such transactions. The sellers of such shares
retain the power to vote or direct the vote of such shares until such
shares are transferred to the Trust. Further, the sellers of such
shares retain the power to dispose or direct the disposition of such
shares until the closing of such transactions, provided, however, that
any such disposition may be made only if the sale of such shares to
the Trust fails to close.
As a result of the transactions occurring on August 16, 1994
and August 18, 1994, the Trust beneficially owns in the aggregate
3,319,587 shares of Common Stock, which represents approximately 24.6%
of the outstanding Common Stock. Mr. Glazer, as Trustee of the
Trust, is a beneficial owner with respect to all shares of the Common
Stock beneficially 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.
Item 5(c) of the Statement is hereby amended by adding at the end
thereof the following:
All transactions in the Common Stock effected by the Trust since the
filing of the original Schedule 13D by the Trust and Mr. Glazer are
set forth in Exhibit 3 attached hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby amended by inserting immediately
prior to the last Paragraph thereof the following:
On August 16, 1994, on behalf of the Trust, Mr. Glazer entered
into a letter agreement with The Argosy Securities Group, L.P.
("Argosy") confirming the agreement between the parties pursuant to
which Argosy agreed to sell and the Trust agreed to purchase 577,738
shares of Common Stock. Under the Letter Agreement, the purchase
price for the shares is $5.165 per share and the transaction is
subject to expiration or earlier termination of the waiting period of
the HSR Act. A copy of such Letter Agreement is attached hereto as
Exhibit 4 and incorporated herein by reference.
Page 5 of 10 Pages
<PAGE> 6
On August 18, 1994, on behalf of the Trust, Mr. Glazer entered
into a letter agreement with Lazard Freres & Co. ("Lazard")
confirming the agreement between the parties pursuant to which Lazard
agreed to sell and the Trust agreed to purchase 995,698 shares of
Common Stock. The purchase price for the shares is $5.125 per share
and the transaction is subject to expiration or earlier termination of
the waiting period under the HSR Act. A copy of such letter agreement
is attached hereto as Exhibit 5 and incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statement is hereby amended by adding to the end thereof
the following:
Exhibit 3 - Schedule of Transactions in the
Common Stock since August
15, 1994
Exhibit 4 - Letter Agreement dated August
16, 1994 between The Argosy
Securities Group, L.P. and
Malcolm Glazer on behalf of
The Malcolm Glazer Trust
Exhibit 5 - Letter Agreement dated August
18, 1994 between Lazard Freres
& Co. and Malcolm Glazer on
behalf of The Malcolm Glazer
Trust
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 21, 1994
THE MALCOLM I. GLAZER TRUST
By: S//MALCOLM I. GLAZER, AS TRUSTEE
----------------------------------
Malcolm I. Glazer, as Trustee
By Avram Glazer as Power of
Attorney
S//MALCOLM I. GLAZER
----------------------------------
Malcolm I. Glazer
By Avram Glazer as Power of
Attorney
Page 7 of 10 Pages
<PAGE> 8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
--------- -----------
Exhibit 3 - Schedule of Transactions in the
Common Stock since August
15, 1994
Exhibit 4 - Letter Agreement dated August
16, 1994 between The Argosy
Securities Group, L.P. and
Malcolm Glazer on behalf of
The Malcolm Glazer Trust
Exhibit 5 - Letter Agreement dated August
18, 1994 between Lazard Freres
& Co. and Malcolm Glazer on
behalf of The Malcolm Glazer
Trust
<PAGE> 1
Exhibit 3
TRANSACTIONS IN THE SHARES SINCE AUGUST 15, 1994
<TABLE>
<CAPTION>
Number(1) Price(2)
Purchaser Purchase Date of Shares Per Share
- --------- ------------- --------- ---------
<S> <C> <C> <C>
Malcolm I. Glazer 8/16/94 577,738 $5.165
as Trustee F/B/O
Malcolm I. Glazer
Trust U/A dated as
of March 23, 1990.
Malcolm I. Glazer 8/18/94 995,698 $5.125
as Trustee F/B/O
Malcolm I. Glazer
Trust U/A dated as
of March 23, 1990.
</TABLE>
- --------------------
(1) These shares were purchased in private transactions.
(2) The purchase price includes broker's commissions.
Page 8 of 10 Pages
<PAGE> 1
Exhibit 4
THE ARGOSY SECURITIES GROUP, L.P.
1325 Avenue of the Americas
22nd Floor
New York, New York 10019
August 16, 1994
The Malcolm I. Glazer Trust
c/o Mr. Avi Glazer
18 Stoney Clover Lane
Pittsford, New York 14534
Re: 577,739 Shares of the Common Stock of Envirodyne Industries, Inc.
Dear Avi:
The purpose of this letter is to confirm the purchase of the above-referenced
shares (the "Shares") by The Malcolm I. Glazer Trust (the "Purchaser") from The
Argosy Securities Group L.P. ("Argosy") at a net price of $2,984,016.77 (the
"Purchase Price") trade date August 16, 1994, settlement date September 26,
1994. I have been informed that settlement of this transaction is predicated
on authorized approval of Purchasers acquisition of the Shares under the
Hart-Scott-Rodino Act (the "Act"). If for any reason, including but not
limited to denial under the Act, Purchaser should be unable to close said
transaction as scheduled, Purchaser hereby agrees that Argosy shall have the
option to sell the Shares at its discretion and/or charge the Purchaser the
current brokers call rate to finance the Purchase Price until such transaction
is settled. Should Argosy be unable to sell the Shares for net proceeds equal
to or greater than the Purchase Price, Purchaser agrees to be responsible for
any loss incurred by Argosy should they be forced to sell the Shares out in the
open market under the circumstances described above.
Thank you for your cooperation regarding this matter. Please feel free to
contact me on (212) 245-1700 should you have any comments or questions. Kindly
acknowledge your understanding of the foregoing by signing below and faxing
back to my attention at (212) 245-3073.
Very truly yours,
S/Neal Thomas
Neal Thomas
Chief Operating Officer
Page 9 of 10 Pages
<PAGE> 1
Exhibit 5
LAZARD FRERES & CO.
One Rockefeller Plaza
New York, New York 10020
August 18, 1994
VIA FACSIMILE
Mr. Malcolm I. Glazer
1482 South Ocean Blvd.
Palm Beach, Florida 33480
Dear Mr. Glazer:
Lazard Freres & Co. ("Lazard"), acting as riskless principal on behalf of a
third party seller (the "Seller"), hereby confirms its sale to Mr. Malcolm I.
Glazer, on behalf of certain affiliated trusts ("Glazer"), and Mr. Glazer
hereby confirms its purchase from Lazard, acting as riskless principal for the
Seller, of 995,698 shares of common stock of Envirodyne Industries, Inc. (the
"Shares") at a net price of $5.125 per share.
This transaction will settle on a "delayed delivery basis" and is expressly
conditioned upon Glazer's successful satisfaction of the Condition Precedent
(defined below). Settlement (i.e., payment of the sale price and delivery of
physical certificates) shall take place five business days after the expiration
or early termination of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "Condition
Precedent") applicable to this transaction.
Glazer further acknowledges that Lazard has made no representations or
warranties in connection with this transaction and shall have no obligation or
liability in connection herewith in the case the Condition Precedent are not
satisfied.
Please sign below to indicate your acceptance and return this agreement to us
by facsimile at 212-632-6655.
Sincerely yours,
S/John V. Doyle
John V. Doyle
General Partner
Lazard Freres & Co.
Agreed and accepted:
By: S/Malcolm I. Glazer
----------------------------
Title: Trustee
Date: August 18, 1994
Page 10 of 10 Pages
