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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 14, 1995
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ENVIRODYNE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5485 95-2677354
- - ------------------------------- ----------- --------------
(State or other jurisdiction of (Commission (I.R.S.
incorporation or organization) File No.) Employer
Identification
No.)
701 Harger Road, Suite 190, Oak Brook, Illinois 60521
- - ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 571-8800
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Page 1 of 3 Pages
<PAGE>
Item 5. - Other Events
------------
Envirodyne Industries, Inc. (the "Company") issued a press release
on February 14, 1995 announcing that its senior bank lenders have
approved an amendment to its credit agreement easing certain
financial convenants. The amendment also permanently waives the
event of default arising from the ownership by the Malcolm I.
Glazer Trust (the "Trust") of more than 30% of the Company's common
stock, provided that the Trust's ownership does not later exceed
49% of the Company's common stock.
Item 7. - Financial Statements and Exhibits
---------------------------------
1. Press release dated February 14, 1995.
2. Amendment No. 1 and Waiver, dated as of January 24, 1995,
by and among Envirodyne Industries, Inc. and certain of
its subsidiaries, various financial institutions as
lenders, and Bank of America NT & SA and Citicorp North
America, Inc. as the agents for such lenders.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ENVIRODYNE INDUSTRIES, INC.
------------------------------
Registrant
By: /S/
-------------------------
Stephen M. Schuster
Vice President and
General Counsel
February 15, 1995
<PAGE>
Exhibit No. Description of Exhibits Page
1 Press release dated February 14, 1995. 5
2 Amendment No. 1 and Waiver, dated as of 6
January 24, 1995, by and among Envirodyne
Industries, Inc. and certain of its
subsidiaries, various financial institutions
as lenders, and Bank of America NT & SA and
Citicorp North America, Inc. as the agents
for such lenders.
<PAGE>
AMENDMENT NO. 1
Amendment No. 1 and Waiver (the "Amendment"), dated as
of January 24, 1995, by and among Envirodyne Industries, Inc., a
Delaware corporation (the "Company"), the Domestic Lenders listed
on the signature pages hereof, (the "Domestic Lenders"), the
Multicurrency Lenders listed on the signature pages hereof (the
"Multicurrency Lenders"), Bank of America NT & SA, as managing
agent (in such capacity, together with any successor thereto, a
"Managing Agent"), and Citicorp North America, Inc., as managing
agent (in such capacity, together with any successor thereto, a
"Managing Agent").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company and certain of its subsidiaries
have entered into a Credit Agreement (as such agreement may be
amended, modified, extended or refinanced from time to time),
dated as of December 31, 1993, with the financial institutions
party thereto (the "Credit Agreement");
WHEREAS, the Company has requested that the Lenders
amend and restate the financial covenants set forth in Article VI
of the Credit Agreement and waive one of the provisions of
Article VIII of the Credit Agreement;
NOW THEREFORE, in consideration of the premises and the
covenants and the agreements contained herein, the parties hereto
agree as follows:
Section 1. Capitalized Terms. Capitalized terms
-----------------
used herein and not otherwise defined have the meanings ascribed
to them in the Credit Agreement. Unless otherwise indicated,
references herein to an Exhibit, Schedule, Article, Section,
subsection or clause refer to the appropriate Exhibit, or
Schedule to, or Article, Section or subsection in the Credit
Agreement.
Section 2. Amendment. On the terms and subject to
---------
the conditions set forth herein, the Domestic Lenders and the
Multicurrency Lenders, at the request of the Company, hereby
amend the Credit Agreement by deleting Article VI thereof and
replacing it with the following:
<PAGE>
"ARTICLE VI.
FINANCIAL COVENANTS
From and after the Closing Date and as long as any of
the Obligations or the Commitments remain outstanding, unless the
Majority Lenders otherwise consent in writing:
6.1 Minimum EBITDA. The Company shall maintain EBITDA
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at the end of each Fiscal Quarter of not less than the amount set
forth below calculated on the basis of the four Fiscal Quarters
ending at the end of such Fiscal Quarter (except for the first
Fiscal Quarter of 1994 which will be calculated on the basis of
the first Fiscal Quarter of 1994, the second Fiscal Quarter of
1994 which will be calculated on the basis of the first two
Fiscal Quarters of 1994 and the third Fiscal Quarter of 1994
which will be calculated on the basis of the first three Fiscal
Quarters of 1994):
<TABLE>
<CAPTION>
Fiscal Quarter Minimum EBITDA
-------------- --------------
<S> <C>
First Fiscal Quarter of 1994 $ 20,000,000
Second Fiscal Quarter of 1994 45,000,000
Third Fiscal Quarter of 1994 75,000,000
Fourth Fiscal Quarter of 1994 102,000,000
First Fiscal Quarter of 1995 $ 97,000,000
Second Fiscal Quarter of 1995 95,000,000
Third Fiscal Quarter of 1995 100,000,000
Fourth Fiscal Quarter of 1995 100,000,000
First Fiscal Quarter of 1996 $102,000,000
Second Fiscal Quarter of 1996 102,000,000
Third Fiscal Quarter of 1996 102,000,000
Fourth Fiscal Quarter of 1996 106,000,000
First Fiscal Quarter of 1 $108,000,000
Second Fiscal Quarter of 1997 108,000,000
Third Fiscal Quarter of 1997 108,000,000
Fourth Fiscal Quarter of 1997 113,000,000
First Fiscal Quarter of 1998 $113,000,000
Second Fiscal Quarter of 1998 113,000,000
Third Fiscal Quarter of 1998 113,000,000
Fourth Fiscal Quarter of 1998 115,000,000
Each Fiscal Quarter thereafter $115,000,000
</TABLE>
<PAGE>
6.2. Minimum EBITDA to Cash Interest Expense. The
---------------------------------------
Company shall maintain a ratio of EBITDA to Cash Interest Expense
at the end of each Fiscal Quarter of not less than the amount set
forth below opposite the year in which such Fiscal Quarter falls
calculated on the basis of the four Fiscal Quarters ending at the
end of such Fiscal Quarter (except for the first Fiscal Quarter
of 1994 which will be calculated on the basis of the first Fiscal
Quarter of 1994, the second Fiscal Quarter of 1994 which will be
calculated on the basis of the first two Fiscal Quarters of 1994
and the third Fiscal Quarter of 1994 which will be calculated on
the basis of the first three Fiscal Quarters of 1994):
<TABLE>
<CAPTION>
Minimum Ratio
First Second Third Fourth
Fiscal Year Quarter Quarter Quarter Quarter
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
1994 1.95 2.10 2.20 2.05
1995 1.90 1.90 1.90 1.90
1996 1.90 1.90 1.90 2.05
1997 2.10 2.10 2.10 2.20
1998 2.25 2.50 2.50 2.50
Each Fiscal
Year thereafter 2.50 2.50 2.50 2.50
</TABLE>
6.3. Minimum Adjusted EBITDA to Adjusted Fixed
-----------------------------------------
Charges. The Company shall maintain a ratio of (a) the sum of
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EBITDA and rental expenses under operating leases less Capital
Expenditures to (b) Adjusted Fixed Charges at the end of each
Fiscal Quarter set forth below of not less than the amount set
forth below opposite such Fiscal Quarter calculated on the basis
of the four Fiscal Quarters ending at the end of such Fiscal
Quarter (except for the first Fiscal Quarter of 1994 which will
be calculated on the basis of the first Fiscal Quarter of 1994,
the second Fiscal Quarter of 1994 which will be calculated on the
basis of the first two Fiscal Quarters of 1994 and the third
Fiscal Quarter of 1994 which will be calculated on the basis of
the first three Fiscal Quarters of 1994):
<TABLE>
<CAPTION>
Minimum Ratio
First Second Third Fourth
Fiscal Year Quarter Quarter Quarter Quarter
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
1994 .90 1.00 1.05 1.00
1995 .90 .90 .95 .95
1996 .95 .95 .95 1.00
Each Fiscal
Year Thereafter 1.05 1.05 1.05 1.05
</TABLE>
<PAGE>
6.4. Maintenance of Adjusted Net Worth. The
---------------------------------
Company shall maintain at all times its Adjusted Net Worth of not
less than (a) the sum of (i) the Adjusted Net Worth as of
December 29, 1994 and (ii) 75% of Net Income (but not Loss) of
the Company for the period from December 29, 1994 until such time
less (b) $20,000,000.
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6.5. Capital Expenditures. The Company shall not
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permit any Capital Expenditures to be made during each of the
Fiscal Years set forth below to be in excess of the maximum
amount set forth below for such Fiscal Year:
<TABLE>
<CAPTION>
Maximum Amount of
Fiscal Year Capital Expenditures
----------- --------------------
<S> <C>
1994 $33,000,000
1995 31,000,000
Each Fiscal Year thereafter 31,000,000
</TABLE>
provided, however, that to the extent that actual Capital
-------- -------
Expenditures for any such Fiscal Year shall be less than the
maximum amount set forth above for such Fiscal Year, the lesser
of (a) the excess, if any, of (i) said stated maximum amount
before giving effect to this proviso (or $30,000,000 for Fiscal
Year 1994) over (ii) such actual Capital Expenditures for any
Fiscal Year and (b) $10,000,000 shall, in addition, be available
for Capital Expenditures in the next succeeding Fiscal Year. For
the purposes hereof, the amount of Capital Expenditures for any
Fiscal Year shall include the amounts invested in such Fiscal
Year in joint ventures, partnerships and corporations in
accordance with Section 8.16 to the extent such amount, together
with all other amounts so invested, exceeds the sum of $3,000,000
plus the Unused Excess Cash Flow that may be used to make such
Investments pursuant to Section 8.16; provided that the amount of
such Investments included in Capital Expenditures in the
aggregate in all Fiscal Years shall not exceed $2,000,000.
6.6. Maximum Funded Debt to EBITDA Ratio. The
-----------------------------------
Company shall maintain a ratio of (a) Funded Debt to (b) EBITDA
at the end of each Fiscal Quarter of not more than the amount set
forth below opposite the year in which such Fiscal Quarter falls
calculated on the basis of the four Fiscal Quarters ending at the
end of such Fiscal Quarter:
<PAGE>
<TABLE>
<CAPTION>
Maximum Ratio
First Second Third Fourth
Fiscal Year Quarter Quarter Quarter Quarter
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
1994 4.95 4.95 4.95 5.10
1995 5.50 5.50 5.25 5.25
1996 5.25 5.25 5.25 4.75
1997 4.75 4.75 4.75 4.00
Each Fiscal
Year Thereafter 4.00 4.00 4.00 4.00
</TABLE>
Section 3. Conditions Precedent to Effectiveness.
-------------------------------------
3.1. Conditions Precedent. This Amendment shall
--------------------
become effective on the date (the "Effective Date") upon which
the following shall have occurred:
(a) the Managing Agents shall have received
executed counterparts of this Amendment from Lenders
representing the Majority Lenders; and
(b) the Borrowers shall have paid to the Domestic
Agent, for the benefit of each of the Lenders executing
this Amendment on or prior to February 15, 1995, an
amendment fee equal to .25% of the sum of the Domestic
Term Loans owing to such Lender, the Domestic Revolving
Credit Commitment of such Lender and the Multicurrency
Commitment of such Lender.
Section 4. Waiver.
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4.1. Waiver. On the terms and subject to the
------
conditions set forth herein, the Domestic Lenders and the
Multicurrency Lenders, at the request of the Company, hereby
waive the Event of Default which would result from Malcolm I.
Glazer, together with his Affiliates, becoming the beneficial
owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of more than 30% of the Voting
Stock of the Company, provided that Malcolm I. Glazer, together
with any of his Affiliates, does not become the beneficial owner,
directly or indirectly, of securities of the Company representing
more than 49% of the Voting Stock of the Company.
Section 5. Miscellaneous.
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5.1. Reference to and Effect on the Loan
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Documents.
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(a) Except for the amendment and waiver specified
above, the Credit Agreement, the Collateral Documents and each
other Loan Document shall remain and continue to be in full force
and effect in accordance with its terms, and the Credit Agreement
and each Collateral Document is hereby ratified, confirmed and
acknowledged by each party thereto.
(b) The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein,
operate as an amendment or waiver of any right, power or remedy
of any Borrower, Lender, Managing Agent or the Company under the
Credit Agreement or the Loan Documents nor constitute an
amendment or waiver of any provision of any of the Collateral
Documents or any of the other Loan Documents.
5.2 GOVERNING LAW. THIS AMENDMENT SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
5.3 Section Titles. The section titles contained
--------------
in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the
agreement between the parties hereto.
5.4 Execution in Counterparts. This Amendment
-------------------------
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
Company
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ENVIRODYNE INDUSTRIES, INC.
By: /s/
---------------------------------
Name: Stephen M. Schuster
Title: Vice President and
General Counsel
Managing Agent
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CITICORP NORTH AMERICA, INC.
as Managing Agent
By: /s/
---------------------------------
Name:
Title:
Managing Agent
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BANK OF AMERICA NT & SA
as Managing Agent
By: /s/
---------------------------------
Name:
Title:
<PAGE>
Lenders
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BANK OF AMERICA ILLINOIS as
Domestic Lender and Multicurrency
Lender
By: /s/
---------------------------------
Name:
Title:
CITICORP USA, INC. as Domestic
Lender
By: /s/
---------------------------------
Name:
Title:
CITIBANK, N.A., LONDON BRANCH as
Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
NATIONAL BANK OF CANADA as
Domestic Lender and Multicurrency
Lender
By: /s/
---------------------------------
Name:
Title:
<PAGE>
BANK OF MONTREAL as Domestic
Lender and Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
UNION BANK OF FINLAND - GRAND
CAYMAN as Domestic Lender and
Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
EATON VANCE MANAGEMENT, INC. as
Domestic Term Loan Lender
By: /s/
---------------------------------
Name:
Title:
PROSPECT STREET SENIOR PORTFOLIO,
L.P. as Domestic Term Loan Lender
By: Prospect Street Senior
Loan Corp.,
Managing General Partner
By: /s/
---------------------------------
Name:
Title:
<PAGE>
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR as Domestic Lender and
Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
FALCON 94 LIMITED as Domestic
Term Loan Lender
By: /s/
---------------------------------
Name:
Title:
CRESCENT/MACH I PARTNER, L.P. as
Domestic Term Loan Lender
By: /s/
---------------------------------
Name:
Title:
BANQUE PARIBAS as Domestic Lender
and Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
BANKERS TRUST COMPANY as Domestic
Lender and Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
<PAGE>
MITSUBISHI TRUST AND BANKING
CORP. as Domestic Lender and
Multicurrency Lender
By: /s/
---------------------------------
Name:
Title:
<PAGE>
AGREED AND ACKNOWLEDGED:
VISKASE, S.A.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Attorney-in-fact
SANDUSKY PLASTICS OF DELAWARE, INC.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
VISKASE SALES CORPORATION
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
VISKASE HOLDING CORPORATION
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
CLEAR SHIELD NATIONAL, INC.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
SANDUSKY PLASTICS, INC.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
<PAGE>
VISKASE CORPORATION
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
ENVIROSONICS, INC.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: President
ENVIRODYNE SUBSIDIARY, INC.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: President
VISKASE AUSTRALIA LIMITED
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
VISKASE PUERTO RICO CORPORATION
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: Vice President
WSC CORP.
By: /s/
--------------------------------
Name: Stephen M. Schuster
Title: President
Nasdaq SmallCap - EDYN For additional information contact:
J.S. Corcoran, S.M. Schuster or
G.S. Donovan (708) 575-2400
ENVIRODYNE INDUSTRIES, INC. ANNOUNCES
AMENDMENT OF BANK CREDIT AGREEMENT
OAK BROOK, ILLINOIS, February 14, 1995 - Envirodyne Industries,
Inc. (Nasdaq SmallCap: EDYN) today announced that its senior bank
lenders have approved an amendment to its credit agreement easing
certain financial covenants. The amendment also permanently waives
the event of default arising from the Malcolm I. Glazer Trust's
ownership of more than 30% of Envirodyne's common stock, provided
that the Trust's ownership does not later exceed 49% of
Envirodyne's common stock.
Envirodyne operates through wholly-owned subsidiaries that are
industry segment leaders in food packaging and foodservice
supplies. Principal subsidiaries are: Viskase Corporation; Clear
Shield National, Inc.; and Sandusky Plastics, Inc.
Principal products manufactured are:
- cellulosic casings and related systems for processing
and packaging red meats and poultry;
- shrinkable plastic bags for packaging and preserving
fresh and processed meats, poultry and cheeses;
- disposable plastic cutlery, drinking straws and custom
dining kits;
- plastic films for supermarkets and foodservice
establishments to wrap meat, produce and poultry.
- thermoformed and injection molded plastic containers
for cultured dairy products, delicatessen and food
service and other uses.
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