<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
February 7, 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> 2
SCHEDULE 13D
CUSIP NO. 294037205 Page 2 of 6 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
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
OO
154228 Page 2 of 6 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 294037205 Page 3 of 6 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
154228 Page 3 of 6 Pages
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This Amendment No. 4 ("Amendment No. 4") 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 3. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) and 5(b) of the Statement is hereby amended by inserting
the following paragraphs to the end thereof:
On February 7, 1995, the Trust sold to Lazard Freres & Co. ("Lazard")
in a private transaction at the price of $5.00 per share, including commissions
(an aggregate of $20,946,490.00), 4,189,298 shares of the Envirodyne common
stock previously reported as beneficially owned by it. The settlement will not
occur until the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1978 expires or is earlier terminated.
On February 9, 1995, Lazard representatives contacted a
representative of the Trust and suggested that Lazard intended to breach its
agreement to accept delivery of and pay for the 4,189,298 shares which it
purchased from the Trust. Lazard subsequently issued a press release
confirming its statement. The Trust, through its counsel, has informed Lazard
that it expects Lazard to comply strictly with its contractual obilgation to
purchase the 4,189,298 shares.
Until and unless the settlement of the above described transaction
occurs, the Trust will retain all rights with respect to the 4,189,298 shares
of stock sold to Lazard. Accordingly, the Trust will have beneficial ownership
of the 4,189,298 shares until the settlement. After such settlement, the Trust
will cease to have any power, sole or shared, to vote or direct the vote, or to
dispose or direct the disposition of any of the shares.
Item 5(c) of the Statement is hereby amended by inserting the
following paragraph to the end thereof:
The sale of the 4,189,298 shares referred to above is the only
transaction in the shares of Envirodyne's common stock by the reporting party
in the past 60 days.
154228 Page 4 of 6 Pages
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Item 5(e) of the Statement is hereby amended by deleting "not
applicable" and inserting the following paragraph:
After settlement of the sale of the 4,189,298 shares referred to in
Item 5(a) above, the Trust will cease to be a beneficial owner of more than 5%
of Envirodyne's outstanding common stock.
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:
The Trust and Lazard entered into an agreement as of February 7, 1995
pursuant to which the Trust agreed to sell and Lazard agreed to purchase
4,189,298 shares of Envirodyne common stock. The settlement of the transaction
will occur immediately after the expiration or early termination of the HSR Act
waiting period. As reported above, Lazard has informed the Trust that it does
not intend to accept delivery of or pay for the purchased shares and the Trust
has responded by informing Lazard that it expects Lazard to honor its
obligation to close.
154228 Page 5 of 6 Pages
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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: February 9, 1995
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
154228 Page 6 of 6 Pages
