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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.: 4
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)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
January 8, 1997
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 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
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:
384,971
8. Shared Voting Power:
1,040,911
9. Sole Dispositive Power:
384,971
10. Shared Dispositive Power:
1,040,911
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,882
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)
9.8%
14. Type of Reporting Person
IN
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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:
8. Shared Voting Power:
1,040,911
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,040,911
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,911
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)
7.2%
14. Type of Reporting Person
PN (IA)
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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:
8. Shared Voting Power:
1,040,911
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,040,911
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,911
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)
7.2%
14. Type of Reporting Person
PN
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Item 1. Security and Issuer
This statement relates to common stock of Envirodyne
Industries, Inc. (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, Restructuring Capital Associates, L.P., a registered
investment adviser, ("RCA") and Bennett Restructuring Fund, L.P.
(the "Partnership"). RCA and the Partnership are each a Delaware
limited partnership. Their address is 2 Stamford Plaza, Suite
1501, 281 Tresser Boulevard, Stamford, Connecticut 06901.
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 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, Connecticut
06901. The principal business of Mr. Bennett and RCA is to act
as an investment manager.
Mr. Bennett is also the president and controlling
shareholder of Bennett Offshore Investment Corporation, an entity
that is the investment manager of Bennett Offshore Restructuring
Fund, Inc. ("Bennett Offshore"), an offshore investment
corporation.
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None of Mr. Bennett, RCA or the Partnership has, during
the last five years, been convicted in any criminal proceeding.
None of Mr. Bennett, RCA or 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 is deemed to
beneficially own 1,425,882 shares of common stock. Of that
amount 1,040,911 shares are held by the Partnership and 384,971
shares are held by Bennett Offshore over each of which Mr.
Bennett has investment discretion. RCA has investment discretion
over the Partnership. The funds for the purchase of shares held
by the Partnership and Bennett Offshore came from the working
capital of each.
Item 4. Purpose of Transaction
The Shares beneficially owned by Mr. Bennett, RCA
and the Partnership were acquired for, and are being held
for, investment purposes.
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None of Mr. Bennett, RCA or the Partnership has any
plan or proposal which relates to, or would result in, any
of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is the
beneficial owner of 1,425,882 shares of common stock of the
Company. The Partnership holds 1,040,911 shares and Bennett
Offshore holds 384,971 shares. Mr. Bennett beneficially
owns all shares held by the Partnership and Bennett
Offshore. RCA beneficially owns all shares held by the
Partnership. Based on the Company's latest 10-Q, there were
a total of 14,545,107 outstanding shares of common stock as
of November 8, 1996. Therefore, Mr. Bennett beneficially
owns 9.8% of the outstanding shares, and RCA and the
Partnership each beneficially owns 7.2% of the outstanding
shares. Mr. Bennett has the power to vote, direct the vote,
dispose of or direct the disposition of all the shares that
are held by the Partnership and Bennett Offshore. RCA has
the power to vote, direct the vote, dispose of or direct the
disposition of all shares that are held by the Partnership.
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
None of Mr. Bennett, RCA or the Partnership has any
contract, arrangement, understanding or relationship with
any person with respect to the Company's common stock.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Company's
common stock that were effected by Mr. Bennett, RCA and the
Partnership during the past 60 days is filed herewith as
Exhibit A.
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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.
January 9, 1997
Date
/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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75252000.AX8
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Exhibit A
Daily Transactions
Purchase Price
Date Number of Shares Per Share Value
12/3/96 12,300 $5.43 $ 66,727.50
12/5/96 8,000 5.30 42,400.00
1/8/97 50,000 5.55 277,500.00
13
75252000.AX8
