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.
(1) Title of each class of securities to which transaction applies:
(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
determined): _____
(4) Proposed maximum aggregate value of transactions: _____________
(5) Total fee paid.
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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
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid: _______________________________________
(2) Form, Schedule or Registration Statement No.: _________________
(3) Filing Party: _________________________________________________
(4) Date Filed: ___________________________________________________
May 6, 1997
Dear Fellow Stockholder:
Don't Give Zapata Control of Envirodyne By Failing To Vote
If Zapata and Malcom Glazer are successful in their proxy fight
against your Company they will gain control of Envirodyne.
Unless you take action by voting the WHITE proxy for the Envirodyne
nominees, Zapata and Mr. Glazer may gain control of Envirodyne. Without
paying you and other stockholders a single cent, let alone a premium for
control, Zapata may gain control of Envirodyne by electing its three
nominees to Envirodyne's five member board.
Vote Your WHITE Proxy Now - Every Vote Is Critical!
Don't forget - Zapata and the Glazers own over 40% of the outstanding
shares. Unless you vote the WHITE proxy card for the Envirodyne nominees,
Zapata and the Glazers may vote themselves into control of Envirodyne.
Every single vote is critical in this fight. Every share not voted
could benefit Zapata and the Glazers in their attempt to gain control of
Envirodyne.
Time is Short - Vote Now
Time before the May 16 Annual Meeting is short, I urge you to sign,
date and return the enclosed WHITE Envirodyne proxy card NOW. If you wish,
you can fax your vote using the instructions on the reverse of this letter.
Your Board of Directors recommends that you vote FOR the five ENVIRODYNE
nominees and AGAINST Zapata's proposal to eliminate the Stockholder Rights
Plan. Do not sign any blue proxy cards sent to you by Zapata. If you
already have signed a blue proxy card, you may revoke that proxy card by
signing, dating and returning the enclosed WHITE proxy card.
Very truly yours,
F. Edward Gustafson
Chairman of the Board, President
and Chief Executive Officer
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.
FAX Instructions
If you wish to fax your vote, please fax both sides of your proxy to
Morrow & Co., Inc. at (212) 754-8300.
If you have any questions or problems please call
MORROW & CO. at (800) 662-5200.
