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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 3*
Name of Issuer: Envirodyne Industries, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 294-037-205
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Restructuring Capital Associates, L.P.,
Attn: Mr. James Bennett, 450 Park Avenue, NY, NY 10022
(Date of Event which Requires Filing of this Statement)
April 3, 1996
If the filing person has previously filed a statement on Schedule
13D 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 [ X ].
Check the following line if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P. 13-3526880
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,031,611
8. Shared Voting Power:
9. Sole Dispositive Power:
1,031,611
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,031,611
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
7.12%
14. Type of Reporting Person
PN(IA)
3
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,260,013
8. Shared Voting Power:
9. Sole Dispositive Power:
1,260,013
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,013
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
8.70%
14. Type of Reporting Person
IN
5
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Restructuring Fund, L.P. 13-3526877
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,031,611
8. Shared Voting Power:
9. Sole Dispositive Power:
1,031,611
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,031,611
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
7.12%
14. Type of Reporting Person
PN
7
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The reason for this filing of Amendment #3 to the
previously filed Schedule 13D is to show that the holdings of
James D. Bennett, Restructuring Capital Associates L.P. ("RCA"),
a Delaware limited partnership, and Bennett Restructuring Fund,
L.P. (the "Partnership"), a Delaware limited partnership, in
Envirodyne Industries, Inc. (the "Company") have decreased.
Item 1. Security and Issuer
This statement relates to shares of common stock of the
Company. The Company's principal executive office is located at
701 Harger Road, Suite 190, Oak Brook, Illinois 60521.
Item 2. Identity and Background
This statement is being filed on behalf of James D.
Bennett, RCA and the Partnership. Their address is 450 Park
Avenue, New York, New York 10022.
Mr. Bennett is the sole shareholder and President of
Bennett Capital Corporation ("BCC"). BCC is the sole general
partner of RCA, which is the sole general partner of the
Partnership. The Partnership is a private investment
partnership. The principal address of BCC is also 450 Park
Avenue, New York, New York 10022. Each of Mr. Bennett's and
RCA's principal business is to act as an investment manager. RCA
is registered as an investment adviser with the Securities and
Exchange Commission.
Mr. Bennett is also the president and controlling
shareholder of Bennett Offshore Investment Corporation, an entity
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that is the investment manager of Bennett Offshore Restructuring
Fund, Inc. ("Bennett Offshore"), an offshore investment
corporation.
Neither Mr. Bennett, RCA nor the Partnership has, during
the last five years, been convicted in any criminal proceeding.
Neither Mr. Bennett, RCA nor the Partnership has, during
the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
Mr. Bennett is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett beneficially owns
1,260,013 shares of common stock of the Company (the "Shares") of
which RCA beneficially owns 1,031,611. 1,031,611 Shares are held
by the Partnership and 228,402 Shares are held by Bennett
Offshore Restructuring Fund, Inc. ("Bennett Offshore"). The
funds for the purchase of the Shares held in Bennett Offshore
came from capital used to purchase shares in Bennett Offshore by
its shareholders. No funds were borrowed to finance the
purchases.
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Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As noted above, as of the date hereof, Mr. Bennett and
RCA are the beneficial owners of 1,260,013 and 1,031,611 Shares,
respectively, of the Company's common stock. Based on figures
disclosed in the Company's 10-k for the year ending December 28,
1995, there are believed to be a total of 14,479,721 Shares of
the Company's common stock outstanding. Therefore, Mr. Bennett
and RCA beneficially own 8.70% and 7.12%, respectively, of the
outstanding common stock of the Company. The Partnership
beneficially owns 1,031,611 Shares, constituting 7.12% of the
outstanding Shares. Mr. Bennett has the power to vote, direct
the vote, dispose of or direct the disposition of all the Shares
of the Company's common stock that are currently beneficially
owned by the reporting persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Neither Mr. Bennett, RCA nor the Partnership has any
contract, arrangement, understanding or relationship with any
person with respect to the common stock of the Company.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of the
transactions in the Shares of the Company that were effected by
Mr. Bennett, RCA and the Partnership during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to the
best of their knowledge and belief, certify that the information
set forth in this statement is true, complete and correct.
April 12, 1996
/S/ James D. Bennett
__________________________________
James D. Bennett
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
By: /S/ James D. Bennett
_______________________________
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
By: /S/ James D. Bennett
_______________________________
James D. Bennett, President
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Exhibit A
Daily Transactions
Common Stock
Number Price
Trade Date of Shares per Share Value
Purchases
4/4/96 12,857 $3.53 $45,385.21
Sales
4/3/96 100,000 $3.35 $334,500.00
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75252000.AV8
