SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ENVIRODYNE INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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April 17, 1997
MALCOLM GLAZER'S HISTORICAL RECORD
THE EVENTS LISTED IN THIS CHRONOLOGY REFLECT INFORMATION REPORTED IN
VARIOUS PUBLIC DOCUMENTS AND PUBLICATIONS, AS CITED BELOW. ENVIRODYNE
INDUSTRIES, INC. HAS NOT INDEPENDENTLY VERIFIED THESE REPORTED FACTS.
EARLY 1991: Malcolm I. Glazer ("Glazer") purchases $30 million of
a financially strapped restaurateur's bonds which would
later become Houlihan's Restaurant Group, Inc.(1)
JUNE 1992: After Houlihan's restructuring, Glazer retains control
of the organization.(2)
JULY 1992: Glazer files with the SEC to increase his current
Zapata Corp. holdings from 38.8 percent to 41
percent.(3)
APRIL 1993: Zapata and Glazer, its largest shareholder, dispute
over Zapata's move to raise $111 million from Norex
America, Inc.(4)
MAY 1993: Norex provides $111 million equity and financing
to support Zapata's planned acquisition of Energy
Industries. The equity acquired by Norex consisted
of 15 million common shares and 17.5 million
convertible preferred shares of Zapata for which
it paid $28.7 million.(5)
The Norex transaction is completed after a Delaware
judge ends a Glazer suit, finding there were no grounds
for Glazer's contention that the transaction was
structured to prevent his takeover of Zapata's board.(5)
JULY 1993: Purportedly, to avoid a proxy battle, Zapata gives
Glazer two board seats.(6) Along with Malcolm Glazer and
his son Avram, Norex chairman Kristian Siem is elected
to Zapata's board.(7)
NOVEMBER 1993: With the Norex financing, Zapata purchases Energy
Industries, Inc. for $90.9 million, and names Peter
Holt, President and CEO of Energy Industries, to its
board.(8)
JULY 1994: Malcolm Glazer named chairman of Zapata's board of
directors.(9)
AUGUST 1994: Glazer elected president and CEO of Zapata. Kristian
Siem named COO.(10) Malcolm I. Glazer Trust acquires
24.6 percent of Envirodyne Industries, Inc. common stock
for $21.9 million in several transactions, the last of
which settled November 1994.(30)
NOVEMBER 1994: Jack Trotter and Daniel Whitty resign from the Zapata
board.(11)
DECEMBER 1994: Vacant Zapata board seats are filled by attorney Luther
W. Miller and banker Myrl S. Gelb, both Glazer
associates. Soon after, Glazer requests Siem's
resignation as Zapata's COO.(1)
JANUARY 16, 1995: Glazer purchases the Tampa Bay Buccaneers for an
estimated $192 million, reportedly the highest price
ever paid for a professional sports franchise at the
time.(12)
FEBRUARY 1995: Lazard Freres decides not to purchase Glazer's 31
percent holdings in Envirodyne Industries, Inc. Glazer
then offers to sell his Envirodyne holdings to Zapata
for $18.8 million.(1)
MARCH 1995: The Wall Street Journal reports that Glazer's son
Avram A. Glazer, age 34, has been named President
and CEO of Zapata Corp.(13)
MAY 5, 1995: Luther Miller and Myrl Gelb, Zapata directors, raise
questions about Zapata's purchase of Glazer's
Envirodyne shares.(1)
MAY 30, 1995: Both Miller and Gelb resign from Zapata board of
directors. They are replaced by W. George Loar and
Robert Leffler Jr., both associates of Glazer.(1)
JUNE 16, 1995: Zapata agrees to the purchase of Glazer's Envirodyne
holdings. According to an article in the October 7,
1996 issue of Business Week, the proceeds from the
Envirodyne sale partly pay off loans Glazer used to buy
the Tampa Bay Buccaneers.(1)
AUGUST 1995: Zapata pays $18.8 million to a Glazer controlled trust
for 31 percent of Envirodyne outstanding common
stock.(14)
OCTOBER 1995: Glazer-controlled Houlihan's agrees to pay $10 million
for the right to advertise its name in Tampa
Stadium.(15) The money will be paid to a partnership
run by Glazer and his sons.(16)
NOVEMBER 1995: Peter Holt resigns from the Zapata board, citing as the
reason Zapata's plan to sell natural gas interests to
fund food purchases. As reported in a November 23, 1995
New York Times article, Holt "accused Zapata officials
of planning to change the company's direction without
adequately informing the board and after 'misleading'
shareholders about investments."(17) In light of
Zapata's plans to purchase Houlihan's and Specialty
Equipment Companies Inc. (of which Glazer owns a 45
percent stake), Holt felt that "it thus seems apparent
that it is Mr. Glazer's ownership of the target and
consequent enrichment from its acquisition that
distinguish a particular acquisition candidate, not
industry segment."(18)
MAY 1996: Zapata agrees to purchase Houlihan's for $80
million.(19) Glazer stands to receive $58.6 million
in cash and stock.(1) Merger agreement signed as of
June 4, 1996.(20)
JULY 1996: Zapata increases its holdings of Envirodyne to
approximately 40 percent of shares outstanding.(21)
SEPTEMBER 24, 1996: A Delaware court blocks Zapata from acquiring
Houlihan's Restaurant Group, Inc., which is 73 percent
controlled by Glazer. The court ruled that the
proposed merger required approval of 80 percent of
Zapata's outstanding shares. Business Week reported,
"Two other shareholder suits -- since combined --
allege that Glazer is using Zapata to buy out his other
interests to help finance his purchase of the Bucs."(1)
OCTOBER 1996: Zapata's proposed Houlihan's purchase is canceled, due
to the September court ruling.(22)
DECEMBER 31, 1996: Zapata announces its intent to buy back up to half of
its outstanding shares for $4.50 a share. Glazer
intends to tender up to a third of his Zapata holdings
to the company for the $4.50 per share offer price.(23)
JANUARY 22, 1997: Hawley Opportunity Fund sues to block Zapata's buy back
offer, claiming the $4.50 offer price is too low.(24)
FEBRUARY 17, 1997: Zapata announces that Michael Heisley offered to
purchase Zapata for $5.50 a share. The expiration of
the proposed Zapata buy back is extended. Hearings on
the Hawley Opportunity Fund suit are postponed.(25)
FEBRUARY 24, 1997: Zapata reports that it will hire an investment banking
firm to advise on Heisley's offer. Zapata announces
the termination of its stock buy back offer.(26)
MARCH 26, 1997: Zapata rejects Heisley's $5.50 purchase offer, saying
it plans to change its strategy of restructuring itself
as a food services company by diversifying its
businesses into a multi-industry strategy. Zapata's
board authorizes the repurchase of 5 million of its
shares on the open market. Glazer, not intending to
sell any of his shares, stands to increase his current
stake in Zapata from 35.2 percent to 42.3 percent.
Zapata plans to enter into an agreement with Glazer
to require that he not undertake any action to
take Zapata private. Avram Glazer stated that Zapata
still plans to add two or more independent directors to
Zapata's board during 1997.(27)
MARCH 31, 1997: Zapata announces its intent to seek control of
Envirodyne at its May 16 annual meeting.(28)
Zapata intends to nominate Glazer, his sons Avram,
Bryan and Edward, and Robert Leffler, Jr. for election
to Envirodyne's board of directors.(29)
ENVIRODYNE INDUSTRIES, INC. ("ENVIRODYNE" OR THE "COMPANY") AND CERTAIN OTHER
PERSONS NAMED BELOW MAY BE DEEMED TO BE "PARTICIPANTS" IN THE SOLICITATION OF
PROXIES IN CONNECTION WITH ENVIRODYNE'S 1997 ANNUAL MEETING OF STOCKHOLDERS.
THE PARTICIPANTS IN THIS SOLICITATION MAY INCLUDE THE FOLLOWING DIRECTORS OF
ENVIRODYNE, ROBERT N. DANGREMOND, F. EDWARD GUSTAFSON, MICHAEL E. HEISLEY,
GREGORY R. PAGE, AND MARK D. SENKPIEL, AND GORDON S. DONOVAN AND STEPHEN M.
SCHUSTER, EXECUTIVE OFFICERS OF ENVIRODYNE (COLLECTIVELY, THE "ENVIRODYNE
PARTICIPANTS"). AS OF THE DATE OF THIS PRESS RELEASE, THE FOLLOWING
ENVIRODYNE PARTICIPANTS OWNED THE NUMBER OF SHARES OF COMMON STOCK OF
ENVIRODYNE FOLLOWING THEIR NAMES: ROBERT N. DANGREMOND, 11,663; GORDON S.
DONOVAN, 42,739; F. EDWARD GUSTAFSON, 1,264,419; MICHAEL E. HEISLEY,
167,101; GREGORY R. PAGE, 11,052; STEPHEN M. SCHUSTER, 89,275; MARK D.
SENKPIEL, 16,591. FOR A FURTHER DESCRIPTION OF THE INTERESTS OF THE
FOREGOING PERSONS, PLEASE SEE ENVIRODYNE'S PRELIMINARY PROXY STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997. MALCOLM
I. GLAZER AND AVRAM A. GLAZER, WHO HAVE STATED THEIR INTENT TO WAGE AN
ELECTION CONTEST, ARE ALSO DIRECTORS OF ENVIRODYNE BUT ARE NOT EXPECTED TO
SOLICIT PROXIES ON BEHALF OF THE COMPANY.
WORKS CITED
1. Business Week; Gail DeGeorge; October 7, 1996; The Corporation; Deals;
Number 3496; Pg. 116
2. Nation's Restaurant News; Peter O. Keegan; January 4, 1993; Vol. 27;
No. 1; Pg. 7; ISSN: 0028-0518
3. Bloomberg Business News; Mary Schlangenstein; July 29, 1992; 10:53
4. Bloomberg Business News; Reed V. Landberg; April 30, 1993; 18:04
5. Bloomberg Business News; Reed V. Landberg; May 17, 1993; 17:20
6. Bloomberg Business News; Mary Schlangenstein and Mark Simenhoff; July
2, 1993; 12:48
7. Southwest Newswire; Zapata Press Release; July 2, 1993; 10:41
8. Southwest Newswire; Zapata Press Release; November 9, 1993; 13:35
9. The Houston Post; Michael Da; July 12, 1994; Business; Pg. 1
10. Reuters Financial Service; August 18, 1994
11. Reuters Financial Service; November 9, 1994
12. Los Angeles Times; Associated Press; January 17, 1995; Sports; Part C;
Pg. 4; Column 1
13. The Wall Street Journal; John R. Dorfman; March 7, 1995; B4
14. Securities and Exchange Commission; Zapata Corp.; Form 10-K; File
Number 1-4219; FYE Sept. 30, 1996
15. The Tampa Tribune; Tim Collie; November 23, 1995; Nation/World; Pg. 1
16. St. Petersburg Times; Jeff Testerman; December 1, 1995; Tampa Bay and
State; Pg. 1B
17. The New York Times; Bloomberg Business News; November 23, 1995; Section
D; Page 4; Column 5
18. Bloomberg Business News; Lynne Marek; November 22, 1995; 19:49
19. Bloomberg Business News; Shannon Stevens; May 2, 1996; 16:25
20. Securities and Exchange Commission; Zapata Corp.; Schedule 13D,
Amendment No. 16; June 4, 1996
21. The Washington Service; August 7, 1996, 6:06
22. PRNewswire; Zapata Press Release; October 8, 1996; 17:54
23. Bloomberg Business News; Daniel Fisher; December 31, 1996; 17:1
24. Hawley Opportunity Fund Complaint; January 22, 1997; 11:47; Civil
Action No.: 15474
25. Bloomberg Business News; Kathleen Sullivan; February 17, 1997; 15:19
26. Stern & Company; Zapata Corp. Press Release; February 24, 1997; 15:22
27. Bloomberg Business News; Jeanie Stokes; March 26, 1997; 12:10
28. Bloomberg Business News; Miles Weiss; March 31, 1997; 21:37
29. Securities and Exchange Commission; Envirodyne Industries, Inc.;
Schedule 13D, Amendment No. 3; March 27, 1997
30. Securities and Exchange Commission; Envirodyne Industries, Inc.;
Schedule 13D; August 14, 1994; Schedule 13D; Amendment No. 1;
August 21, 1994; Schedule 13D; Amendment No. 2; October 19, 1994;
Schedule 13D; Amendment No. 3; November 21, 1994.
