SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{X} Definitive Additional Materials
{_} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ENVIRODYNE INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{_} Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
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{_} Fee paid previously with preliminary materials.
{_} Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
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(1) Amount Previously Paid: _______________________________________
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(4) Date Filed: ___________________________________________________
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION:
NASDAQ Small Cap - EDNY MEDIA: INVESTORS
Roy Wiley Stephen M. Schuster
(312) 255-3035 Gordon S. Donovan
(630) 575-2400
ENVIRODYNE INDUSTRIES RESPONDS TO ACQUISITION
PROPOSAL BY ZAPATA CORPORATION
OAK BROOK, IL, May 14 -- Envirodyne Industries, Inc. (NASDAQ Small Cap:
EDYN) announced today that it received a proposal from Zapata Corporation
to acquire it. Pursuant to the proposal, Envirodyne would receive $4 in
cash per share and shares of Zapata common stock described by Zapata as
being valued at $4, based on a formula to be negotiated.
Zapata's proposal is subject to a number of significant conditions,
including negotiation of the valuation of Zapata's stock to be offered to
Envirodyne stockholders, refinancing of Envirodyne's outstanding debt and
election of Zapata's three director nominees to Envirodyne's Board.
Edward F. Gustafson, chairman, president and chief executive officer of
Envirodyne, said, "As we have said repeatedly, Envirodyne's Board is
prepared to carefully consider any bona fide proposal to acquire Envirodyne
at a price that is fair to all stockholders, and will carefully review
Zapata's proposal.
"If the independent board concludes that Zapata's proposal is in the best
interest of stockholders, we would obviously proceed with further
discussions with Zapata. But, it makes no sense to begin the process of
negotiating a possible acquisition transaction by turning over control of
Envirodyne to the very person attempting to buy it, as Zapata's offer
requires.
"If Zapata's proposal is a bona fide bid to acquire Envirodyne at a fair
price, Zapata would in fact gain control of Envirodyne and its Board of
Directors at the appropriate time -- after it had negotiated an acceptable
transaction and paid a fair price to all stockholders. But, if the
proposal, which does not obligate Zapata to do anything and does not even
specify how the Zapata shares are to be valued, is merely a cynical attempt
to manipulate the upcoming election, we are confident that our stockholders
will see the proposal for what it really is.
"We continue to believe that the best interests of our stockholders are
served by maintaining an independent Board to negotiate with Zapata or any
other bidder," Gustafson concluded.
IMPORTANT
1. Regardless of how many shares you own, YOUR VOTE IS VERY IMPORTANT.
Please sign, date and mail the enclosed WHITE proxy card. PLEASE VOTE
EACH WHITE PROXY CARD you receive since each account in which you own
shares must be voted separately. Only your latest dated proxy card
counts.
2. We urge you NOT TO RETURN ANY BLUE PROXY CARD sent to
you by Zapata.
3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
please direct the party responsible for your account to vote the WHITE
proxy card as recommended by the Board of Directors.
IF YOU HAVE ANY QUESTIONS on how to vote your shares,
please contact Envirodyne at (630) 575-2400 or call
our proxy solicitor MORROW & CO. at (800) 662-5200.
