SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ENVIRODYNE INDUSTRIES, INC.
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
294037205
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(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
TOTAL SERVICES: and Communications)
June 16, 1995
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(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 11 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
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH - 0 -
9 SOLE DISPOSITIVE POWER
4,189,298
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 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 294037205 Page 3 of 11 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
OWNED BY
EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH
- 0 -
9 SOLE DISPOSITIVE POWER
4,189,298
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 11
<PAGE>
This Amendment No. 6 ("Amendment No. 6") 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 the Transaction.
--------------------------
On May 10, 1995, Envirodyne's stockholders elected Avram Glazer and Malcolm
Glazer to Envirodyne's Board of Directors at Envirodyne's annual stockholders'
meeting.
As discussed below, on June 16, 1995, the Trust entered into a letter of
intent ("Letter of Intent") with Zapata Corporation ("Zapata") which
contemplates the sale of all of the Trust's 4,189,298 shares of Envirodyne
common stock to Zapata. The Trust holds 31% of Zapata's issued and outstanding
voting common stock. Malcolm Glazer is Chairman of Zapata's Board of Directors
and Mr. Glazer's son, Avram Glazer, is the Chief Executive Officer and a
director of Zapata.
On the same day that the Trust entered into the Letter of Intent, Zapata
announced the signing of the Letter of Intent through the issuance of a press
release. The press release stated that "Zapata will evaluate the possibility of
acquiring additional shares or proposing a merger with or acquisition of
Envirodyne in the future." A copy of Zapata's press release is attached hereto
as Exhibit 12.
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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 after
the last paragraph thereof the following:
On June 16, 1995, the Trust and Zapata entered into the Letter of Intent, a
copy of which is attached hereto as Exhibit 13 and is incorporated herein by
reference. The Letter of Intent provides for the sale by the Trust to Zapata of
the Trust's 4,189,298 shares of Envirodyne common stock. The price for the
shares is to be determined by reference to the market price of Envirodyne's
stock. Prior to closing, Zapata must comply with the Hart-Scott-Rodino
Antitrust Improvements Act of 1978, which requires the filing of a notification
and report form and the expiration or earlier termination of a 30-day waiting
period. The transaction contemplated under the Letter of Intent is
Page 4 of 11
<PAGE>
subject to the execution of a definitive purchase agreement which will include
customary conditions. The transaction is also subject to approval by a special
committee of disinterested directors formed by Zapata's Board to evaluate the
transaction, and the receipt of a fairness opinion from an investment banking
firm that the transaction is fair and reasonable to Zapata and its stockholders
from a financial point of view.
The Letter of Intent specifically provides that Zapata has not acquired
record, beneficial, equitable or other ownership interest of any kind in the
Envirodyne shares as a result of the Letter of Intent. Accordingly, all voting
and disposition rights with respect to the Envirodyne shares have currently been
retained by the Trust.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of this Statement is hereby amended by inserting the following
immediately after the last paragraph:
Exhibit 12 - Zapata Corporation press release issued June 16, 1995.
Exhibit 13 - Letter of Intent between Zapata Corporation and the
Trust dated June 16, 1995.
Page 5 of 11
<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: June 21, 1995
THE MALCOLM I. GLAZER TRUST
By: /s/Avram Glazer, Power of Attorney
-------------------------------------
Malcolm I. Glazer, as Trustee
By Avram Glazer as Power of
Attorney
/s/Avram Glazer, Power of Attorney
----------------------------------
Malcolm I. Glazer
By Avram Glazer as Power of
Attorney
Page 6 of 11
EXHIBIT 12
ZAPATA SIGNS LETTER OF INTENT
TO ACQUIRE 31% STAKE IN ENVIRODYNE
IN TRANSFORMATION FROM ENERGY AREA
INTO FOOD-RELATED BUSINESSES
HOUSTON, TX., JUNE 16, 1995: Zapata Corporation (NYSE:ZOS) said today that it
has entered into a letter of intent to acquire 31% of the outstanding common
stock of Envirodyne Industries, Inc. (NASDAQ:EDYN). With close to $600 million
in revenues and about $100 million in operating earnings in 1994, Envirodyne is
one of the world's major suppliers of food packaging products and food service
supplies. The price for the purchase would be determined with reference to the
market price of the Envirodyne stock.
Zapata would purchase the Envirodyne shares from Malcolm Glazer, who is Chairman
of the Board of Zapata and a director of Envirodyne. The transaction would be
subject to regulatory approvals and other customary conditions. Zapata's Board
has formed a special committee of disinterested directors to evaluate the
transaction, which also is subject to approval by that committee and the receipt
of a fairness opinion from an investment banking firm.
Avram Glazer, President and Chief Executive Officer of Zapata, said that the
acquisition of the shares would be the first step in the transformation of
Zapata away from the energy business and into food-related businesses. Mr.
Glazer said that Zapata will evaluate the possibility of acquiring additional
shares or proposing a merger with or acquisition of Envirodyne in the future.
Mr. Glazer said, "We are very excited. Envirodyne is a world leader in its
field and we are looking for the new Zapata to become a global leader in food
packaging, food service equipment and supply and related businesses." Mr.
Glazer believes that food-related businesses offer Zapata and its shareholders
very favorable opportunities for future revenues and earnings, and he added that
Zapata currently is exploring a number of other potential acquisitions in food-
related areas.
In 1994, Envirodyne had sales of approximately $596 million and earnings before
interest, taxes, depreciation and amortization ("EBITDA") of approximately $100
million. Envirodyne operates through three primary subsidiaries: Viskase
Corporation, Clear Shield National, Inc. and Sandusky Plastics, Inc. Viskase,
Envirodyne's largest subsidiary, is the leading worldwide producer of cellulosic
casings used in the preparation and packaging of processed meat products. It is
the world's second largest producer of heat shrinkable plastic bags and
specialty films for packaging and preserving fresh and processed meat products,
poultry and cheeses. Clear Shield is a leading domestic producer of disposable
plastic cutlery, drinking straws,
Page 7 of 11
<PAGE>
custom dining kits and related products. Sandusky Plastics is a leading
domestic producer of thermo-formed and injection-molded plastic containers and
horticultural trays and inserts.
Zapata Corporation also noted that it is continuing with its plans to exit the
energy industry. The Company has hired the investment banking firm of Wertheim
Schroeder to manage the sale of its natural gas compression and gas gathering
subsidiaries. Zapata previously announced its intention to sell its reserves in
the Gulf of Mexico.
Page 8 of 11
EXHIBIT 13
Malcolm I. Glazer
1482 South Ocean Boulevard
Palm Beach, Florida 33480
June 16, 1995
Special Committee of the Board of Directors
Zapata Corporation
One Riverway, Suite 2200
777 South Post Oak Lane
Houston, Texas 77056
Gentlemen:
I understand that the Special Committee of the Board of Directors of Zapata
Corporation ("Committee") is at present evaluating the possible acquisition by
Zapata Corporation, a Delaware corporation ("Zapata"), of the 4,189,298 shares
("Shares") of Common Stock, $0.01 par value, of Envirodyne Industries, Inc., a
Delaware corporation ("Envirodyne"), owned by the Malcolm I. Glazer Trust in
exchange for a promissory note to be issued by Zapata. I further understand
that the Committee has been empowered by the Board of Directors of Zapata not
only to evaluate and approve Zapata's purchase of the Shares, but also to
authorize the entire transaction. The Shares represent approximately 31% of the
outstanding common stock of Envirodyne. The fairness of the proposed
transaction to Zapata and its stockholders is being reviewed by Wertheim
Schroder & Co. Incorporated, an investment banking firm that has been approved
by the Committee. The purpose of this letter is to set forth our present
intentions with respect to the purchase and sale of the Shares in a private
transaction.
I understand that your evaluation of the transaction is presently underway
and that the acquisition of the Shares is subject to, among other things, the
completion of your evaluation process and the negotiation and execution of a
definitive purchase agreement in mutually acceptable form to you and me. The
purchase agreement will contain representations, warranties and covenants of the
parties that are customarily found in similar types of transactions, including a
representation that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, has expired or been terminated. The
purchase price (a) will be determined with reference to the 30-day average sales
price of Envirodyne's common stock, (b) will, in the opinion of Wertheim
Schroder, be
Page 9 of 11
<PAGE>
fair and reasonable from a financial point of view to Zapata and its
stockholders, and (c) will be evidenced by Zapata's two-year unsecured,
subordinated promissory note. The note will bear interest payable quarterly at
a rate equal to the reference rate of Chemical Bank and will contain such other
provisions as are mutually acceptable to you and me.
As you are aware, my son Avram Glazer and I are both members of the Board
of Directors of Envirodyne, which is a public company. You acknowledge that in
conducting your investigation and evaluation you are doing so by reviewing the
publicly available information concerning Envirodyne independently and without
any reliance on us. You further acknowledge that as a result of our positions
on Envirodyne's Board, we may from time-to-time obtain material, non-public
information about Envirodyne (including with respect to its financial condition
and future prospects) which we are prohibited from disclosing to representatives
of Zapata until after Zapata's acquisition of the Shares. Neither Avram nor I
believe that we are in possession of any such information at this time; however,
you acknowledge and understand that should we be of the opinion that any such
information that comes into our possession at any time is materially adverse to
Envirodyne we may terminate negotiations concerning the sale of the Envirodyne
shares or the purchase agreement in the event one has been executed without any
liability to Zapata or its stockholders for any reason whatsoever.
It is understood and agreed that this letter merely constitutes a statement
of our mutual intentions with respect to the proposed purchase and sale of the
Shares and does not impose any binding legal obligation upon either of us.
Accordingly, Zapata has not acquired any beneficial or equitable ownership or
other interest in the Shares as a result of this non-binding letter of intent or
otherwise. This letter will be construed in accordance with the laws of the
State of Texas.
Concurrently with the execution of this letter, you agree to recommend to
Zapata the dissemination of the press release attached hereto as Exhibit A1.
At the same time, I will file appropriate amendments to my Schedules 13D
relating to Zapata and Envirodyne disclosing this non-binding letter of intent.
- --------------------
1 Exhibit A referred to in this Letter of Intent is Exhibit 12
to this Amendment No. 6 to Schedule D.
Page 10 of 11
<PAGE>
If the foregoing accurately reflects our present mutual intention and non-
binding understandings, please so indicate by signing the enclosed copy of this
letter in the space provided and return it to me for my files.
Very truly yours,
/s/ Malcolm I. Glazer
Malcolm I. Glazer on behalf
of the Malcolm I. Glazer Trust
Accepted this 16th day of June, 1995
The Special Committee of Directors
of Zapata Corporation
By: /s/ Ronald C. Lassiter
------------------------------
Ronald C. Lassiter
Chairman
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