SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 LLP
44 Exchange Street
Rochester, New York 14614
(716) 454-5370
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
April 6, 1995
-------------
(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>
SCHEDULE 13D
CUSIP NO. 294037205 Page 2 of 5 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
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 4,189,298 (See Item 5)
OWNED BY
8 SHARED VOTING POWER
EACH
REPORTING PERSON
- 0 -
WITH
9 SOLE DISPOSITIVE POWER
4,189,298 (See Item 5)
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,189,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
14 TYPE OF REPORTING PERSON
OO
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 294037205 Page 3 of 5 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
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 4,189,298 (See Item 5)
OWNED BY
EACH
8 SHARED VOTING POWER
REPORTING PERSON
WITH
- 0 -
9 SOLE DISPOSITIVE POWER
4,189,298 (See Item 5)
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,189,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
14 TYPE OF REPORTING PERSON
IN
Page 3 of 5 Pages
<PAGE>
This Amendment No. 5 amends and supplements the statement ("Statement") to
the Schedule 13D dated August 14, 1994, as amended ("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 4. Purpose of Transaction.
----------------------
Item 4 of the Statement is hereby amended by inserting the following
paragraph to the end thereof:
On April 5, 1995, Mr. Glazer informed Envirodyne's Board of Directors that
he and his son, Avram Glazer, would agree to serve, if elected, on Envirodyne's
Board of Directors. On the next day, Envirodyne's Board of Directors advised
Mr. Glazer that it had expanded the size of its Board to eight members and that
both Messers. Glazers would be included in management's slate of directors
nominated for election to the Board at Envirodyne's annual shareholders meeting
to be held on May 10, 1995.
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.
------------------------------------
Items 5(a) and 5(b) of the Statement are hereby amended by inserting the
following paragraphs to the end thereof:
Since February 7, 1994, the Trust has engaged in negotiations with Lazard
Freres & Co. ("Lazard") to resolve Lazard's disputed purchase of the Trust's
4,189,298 shares. These negotiations have not led to a closing of the purchase
and sale, and although the Trust is reserving its rights against Lazard with
respect to its agreement to purchase such shares, it is not presently seeking
specific enforcement of the purchase and sale transaction. Accordingly, the
Trust has and retains all rights with respect to the 4,189,298 shares of stock,
including the sole power to vote or direct the vote, or to dispose or direct the
disposition of any of such shares.
Page 4 of 5 Pages
<PAGE>
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: April 11, 1995
THE MALCOLM I. GLAZER TRUST
By:
----------------------------------
Malcolm I. Glazer, as Trustee
By Avram Glazer as Power of
Attorney
----------------------------------
Malcolm I. Glazer
By Avram Glazer as Power of
Attorney
Page 5 of 5 Pages
