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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
ENVIRODYNE INDUSTRIES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
________________________________________________________________________________
(Title of Class of Securities)
294037205
________________________________________________________________________________
(CUSIP Number)
Joseph L. von Rosenberg III
Executive Vice President, General Counsel and Corporate Secretary
ZAPATA CORPORATION
1717 St. James Place, Suite 550
Houston, Texas 77056
(713) 940-6100
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 13, 1997
________________________________________________________________________________
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 4 Pages
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INTRODUCTORY NOTE.
This Amendment No. 9 to Schedule 13D is being filed on behalf
of Zapata Corporation, a Delaware corporation ("Zapata"), to supplement certain
information set forth in the Schedule 13D relating to securities of Envirodyne
Industries, Inc. (the "Issuer") originally filed by Zapata on August 17, 1995,
as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7 and 8 to Schedule 13D filed
on June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23,
1997, April 29, 1997, May 14, 1997 and May 16, 1997, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby supplemented as follows:
Following the 1997 Annual Meeting of Stockholders of the Issuer on May
16, 1997, Zapata's May 14, 1997 proposal for a merger transaction with the
Issuer terminated in accordance with the terms of the proposal, as a result of
Zapata's slate of nominees for the Issuer's board of directors not having been
elected at the Annual Meeting.
On June 13, 1997, Zapata sent a letter to F. Edward Gustafson,
Chairman, President and Chief Executive Officer of the Issuer, in response to a
proposal by HK Acquisitions Corporation to purchase the outstanding shares of
Common Stock of the Issuer. The letter states Zapata's position that the
Issuer's board of directors should obtain the highest possible price for the
Issuer. The letter also states Zapata's belief that the Issuer should put
itself up for sale and engage a major nationally recognized investment banking
firm to assist in maximizing shareholder value under circumstances that will
establish a level playing field, and that under such circumstances Zapata would
give serious consideration to making a higher offer for the Issuer. Zapata's
letter also urged the Issuer, as part of any sales process, to put the eventual
proceeds of its recent $102 million patent infringement award into a
liquidating trust. The June 13, 1997 letter is filed as Exhibit 99.11 hereto.
On June 17, 1997 Zapata sent another letter to Mr. Gustafson objecting
to the payment of a break-up fee pursuant to the proposal made by HK
Acquisitions Corporation. The June 17, 1997 letter is filed as Exhibit 99.12
hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Document Description
-------------- --------------------
99.11 Letter from Zapata Corporation to
Envirodyne Industries, Inc. dated June 13,
1997
99.12 Letter from Zapata Corporation to
Envirodyne Industries, Inc. dated June 17,
1997
Page 2 of 4 Pages
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: June 17, 1997.
ZAPATA CORPORATION
By: /S/ ROBERT A. GARDINER
-----------------------------------
Robert A. Gardiner
Chief Financial Officer
Page 3 of 4 Pages
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EXHIBIT INDEX
Exhibit Number Document Description
-------------- --------------------
99.11 Letter from Zapata Corporation to Envirodyne
Industries, Inc., dated June 13, 1997
99.12 Letter from Zapata Corporation to Envirodyne
Industries, Inc., dated June 17, 1997
Page 4 of 4 Pages
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Exhibit 99.11
[Zapata Letterhead]
June 13, 1997
VIA FAX NO. (630) 571-0959
F. Edward Gustafson
Chairman of the Board,
Chief Executive Officer and President
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, IL 60521
Dear Ed:
Zapata, as a 40% shareholder in Envirodyne, believes that it is important for
the Board of Directors of Envirodyne to carefully exercise their fiduciary duty
to obtain the highest price possible for Envirodyne.
WE BELIEVE THAT ENVIRODYNE SHOULD PUT ITSELF UP FOR SALE AND ENGAGE A MAJOR
NATIONALLY RECOGNIZED INVESTMENT BANKING FIRM TO ASSIST IN MAXIMIZING
SHAREHOLDER VALUE FOR ALL ENVIRODYNE SHAREHOLDERS. This would establish a
level playing field for all potential bidders. Under these circumstances,
Zapata would give serious consideration to making a higher offer for
Envirodyne.
Zapata would also urge that Envirodyne, as part of any sales process, put the
eventual proceeds from its recent $102 million patent infringement award into a
separate liquidating trust so that all shareholders can benefit from this
potentially significant asset in the future.
I know that you share with me the goal that all Envirodyne shareholders receive
the maximum value for their stockholdings. I look forward to speaking with you
soon.
Sincerely,
/s/ AVRAM A. GLAZER
Avram A. Glazer
cc: Envirodyne Board of Directors
Zapata Corporation Board of Directors
Joseph L. von Rosenberg III
Zapata Corporation
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Exhibit 99.12
[Zapata Letterhead]
June 17, 1997
VIA FAX NO. (630) 571-0959
AND REGULAR U.S. MAIL
F. Edward Gustafson
Chairman of the Board,
Chief Executive Officer and President
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, IL 60521
Dear Ed:
Zapata, as a 40% shareholder in Envirodyne, believes that it would be highly
inappropriate for Envirodyne to enter into an agreement awarding any break-up
fees to Michael Heisley (a current Envirodyne director with access to
non-public, inside information) and Donald Kelly (the former Chairman,
President and C.E.O. of Envirodyne who has close business and SEC reporting
ties to current members of management).
Entering into any agreement at this time, without first attempting to obtain
the highest price for all shareholders, would clearly be adverse to the
interests of shareholders and may subject Envirodyne and its directors to
significant and detrimental litigation and liability.
The only time a break-up fee could be appropriate is after Envirodyne put
itself up for sale, engaged a major nationally recognized investment banking
firm to maximize shareholder value and selected the highest bid.
As we have previously stated, Zapata would give serious consideration to making
a higher offer for Envirodyne if a level playing field is established for all
potential bidders.
Sincerely,
Avram A. Glazer
AAG/mfc
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cc: Robert N. Dangremond
Michael E. Heisley
Gregory R. Page
Mark D. Senkpiel
Board of Directors of Zapata Corporation
Joseph L. von Rosenberg III
Executive Vice President, General Counsel
and Corporate Secretary
Zapata Corporation
