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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) June 12, 1997
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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
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-8800
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Page 1 of 5 Pages
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Item 5. - Other Events
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On June 12, 1997, Envirodyne Industries, Inc. ("Envirodyne")
announced that it received an offer from HK Acquisitions
Corporation, a Delaware corporation, formed by Michael E. Heisley,
a director of Envirodyne, and Donald P. Kelly, the former chairman,
president and chief executive officer of Envirodyne, to acquire
Envirodyne. Pursuant to the offer, stockholders would receive $8.50
per share in cash. A copy of the press release relating to the
offer is attached hereto as Exhibit 99.
Item 7. - Financial Statements and Exhibits
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(c) Exhibits
EX-99 Press release dated June 12, 1997.
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SIGNATURES
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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.
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Registrant
By: /S/ Gordon S. Donovan
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Gordon S. Donovan
Vice President, Chief
Financial Officer and
Treasurer
June 13, 1997
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Exhibit No. Description of Exhibits Page
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EX-99 Press release dated June 12, 1997.
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Nasdaq SmallCap - EDYN For additional information, contact:
S.M. Schuster or G.S. Donovan
(630) 575-2400
ENVIRODYNE ANNOUNCES ACQUISITION
OFFER BY HK ACQUISITIONS CORPORATION
OAK BROOK, ILLINOIS, June 12, 1997 - Envirodyne Industries, Inc. (Nasdaq
SmallCap: EDYN) today announced that it has received an offer from HK
Acquisitions Corporation, a Delaware corporation, formed by Michael E.
Heisley, a director of Envirodyne, and Donald P. Kelly, the former
chairman, president and chief executive officer of Envirodyne, to
purchase all of the outstanding shares of common stock of Envirodyne for
$8.50 per share in cash.
Consummation of the merger proposal would be subject to negotiation and
execution of a definitive agreement, approval by the Board of Directors
and stockholders of Envirodyne and the expiration of the antitrust
waiting period.
The offer is contained in a proposed letter agreement requiring a
response from the Company by the close of business on June 18, 1997. The
proposed letter agreement provides that if it is terminated under certain
circumstances relating to an alternative acquisition transaction, the
Company would be obligated to pay HK Acquisitions a fee of $10 million.
HK Acquisitions' offer will be submitted to a committee of independent
directors of Envirodyne. The committee will evaluate the offer and make
a recommendation to the Board of Directors.
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 used in the preparation and packaging of
processed meat products;
- heat shrinkable plastic bags and specialty plastic films for
packaging and preserving fresh and processed meat, poultry
and cheese products;
- disposable plastic cutlery, drinking straws and custom dining
kits; and
- thermoformed plastic containers for cultured dairy products,
delicatessen, foodservice and other uses.
# # #
Nasdaq SmallCap - EDYN For additional information, contact:
S.M. Schuster or G.S. Donovan
(630) 575-2400
ENVIRODYNE ANNOUNCES ACQUISITION
OFFER BY HK ACQUISITIONS CORPORATION
OAK BROOK, ILLINOIS, June 12, 1997 - Envirodyne Industries, Inc. (Nasdaq
SmallCap: EDYN) today announced that it has received an offer from HK
Acquisitions Corporation, a Delaware corporation, formed by Michael E.
Heisley, a director of Envirodyne, and Donald P. Kelly, the former
chairman, president and chief executive officer of Envirodyne, to
purchase all of the outstanding shares of common stock of Envirodyne for
$8.50 per share in cash.
Consummation of the merger proposal would be subject to negotiation and
execution of a definitive agreement, approval by the Board of Directors
and stockholders of Envirodyne and the expiration of the antitrust
waiting period.
The offer is contained in a proposed letter agreement requiring a
response from the Company by the close of business on June 18, 1997. The
proposed letter agreement provides that if it is terminated under certain
circumstances relating to an alternative acquisition transaction, the
Company would be obligated to pay HK Acquisitions a fee of $10 million.
HK Acquisitions' offer will be submitted to a committee of independent
directors of Envirodyne. The committee will evaluate the offer and make
a recommendation to the Board of Directors.
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 used in the preparation and packaging of
processed meat products;
- heat shrinkable plastic bags and specialty plastic films for
packaging and preserving fresh and processed meat, poultry
and cheese products;
- disposable plastic cutlery, drinking straws and custom dining
kits; and
- thermoformed plastic containers for cultured dairy products,
delicatessen, foodservice and other uses.
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