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ENVIRODYNE INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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if other than the Registrant)
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION:
Nasdaq SmallCap - EDYN MEDIA: INVESTORS:
Roy Wiley Stephen M. Schuster or
(312) 255-3035 Gordon S. Donovan
(630) 575-2400
ZAPATA SUED IN U.S. DISTRICT COURT FOR
MISLEADING ENVIRODYNE STOCKHOLDERS
OAK BROOK, Ill. -- April 24 -- Envirodyne Industries, Inc. (Nasdaq
SmallCap: EDYN) today announced that it has filed a lawsuit in the
U.S. District Court for the Northern District of Illinois against
its largest stockholder, Zapata Corporation, Zapata's controlling
stockholder, Malcolm Glazer, and his son, Avram Glazer, president
and CEO of Zapata, for misleading Envirodyne stockholders about
their intentions to seek control of Envirodyne.
The lawsuit alleges that Zapata and the Glazers violated federal
securities laws by filing false and misleading statements with the
Securities and Exchange Commission. Despite Zapata's recent
unequivocal statements in filings with the SEC that it was not
demanding control of the Envirodyne board, Zapata notified
Envirodyne on March 27, 1997, of its intention to take control by
electing its own slate of Glazer nominees as directors at
Envirodyne's annual meeting on May 16, 1997. Zapata confirmed its
intentions in preliminary proxy materials filed with the SEC on
April 18, 1997 in which Zapata indicated it is nominating three
directors to the five member Envirodyne board.
Envirodyne vigorously opposes the Glazer slate of nominees.
F. Edward Gustafson, Envirodyne chairman of the board, president
and chief executive officer, said the company is "very disappointed
with the actions taken by Zapata and the Glazers and their lack of
candor with our public stockholders."
"The Glazers' past activities reflect a pattern of benefiting
themselves at the expense of public stockholders and without
appropriate public disclosure of their intentions," Gustafson
explained. "The Glazers recently assured our stockholders that they
were not demanding control of the board. Now they have finally
admitted that in fact they are attempting to gain control of
Envirodyne. We will not stand by and passively allow Zapata and the
Glazers to deceive our stockholders in their effort to gain control
of the board."
Gustafson said that Envirodyne's management and the present board
of directors remain committed to managing the company in a manner
that promotes the best interests of all of its stockholders.
"We have told the Glazers that we are prepared to consider any bona
fide proposal to acquire control of the company at a fair price,"
Gustafson said. "However, we are convinced that Zapata's efforts to
seize control of the company without paying for it are contrary to
the best interests of our stockholders."
Envirodyne has major interests in food packaging and the food
supplies industry, operating through three subsidiaries -- Viskase
Corporation, Clear Shield National, Inc. and Sandusky Plastics,
Inc. The company recently reported operating income of $39.7
million for the year ended December 26, 1996 on net sales of $651.4
million.
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