<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
ENVIRODYNE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
294037205
- --------------------------------------------------------------------------------
(CUSIP Number)
Eric T. Furey
Vice President, General Counsel and Corporate Secretary
ZAPATA CORPORATION
1717 St. James Place, Suite 550
Houston, Texas 77056
(713) 940-6100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 12, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 4 Pages
<PAGE> 2
INTRODUCTORY NOTE.
This Amendment No. 10 to Schedule 13D is being filed on behalf of Zapata
Corporation, a Delaware corporation ("Zapata"), to supplement certain
information set forth in the Schedule 13D relating to securities of Envirodyne
Industries, Inc. (the "Issuer") originally filed by Zapata on August 17, 1995,
as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8 and 9 to Schedule 13D filed
on June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23,
1997, April 29, 1997, May 14, 1997, May 16, 1997 and June 17, 1997,
respectively.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby supplemented as follows:
On August 12, 1997, Zapata sent a letter to F. Edward Gustafson, Chairman,
President and Chief Executive Officer of the Issuer, in response to a renewed
offer by a company affiliated with Michael Heisley, a current director of the
Issuer, to purchase the outstanding shares of Common Stock of the Issuer for
$8.50 per share. The August 12, 1997 letter and the related press release
issued by Zapata are filed as Exhibits 99.13 and 99.14 hereto, respectively,
and are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Document Description
-------------- --------------------
<S> <C>
99.13 Letter from Zapata Corporation to
Envirodyne Industries, Inc. dated August 12,
1997
99.14 Press Release of Zapata Corporation dated
August 13, 1997
</TABLE>
Page 2 of 4 Pages
<PAGE> 3
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 18, 1997.
ZAPATA CORPORATION
By: /s/ ERIC T. FUREY
-----------------------------------
Eric T. Furey
Vice President, General Counsel and
Secretary
Page 3 of 4 Pages
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document Description
-------------- --------------------
<S> <C>
99.13 Letter from Zapata Corporation to Envirodyne
Industries, Inc., dated August 12, 1997
99.14 Press Release of Zapata Corporation dated
August 13, 1997
</TABLE>
Page 4 of 4 Pages
<PAGE> 1
EXHIBIT 99.13
[ZAPATA LETTERHEAD]
August 12, 1997
VIA FACSIMILE (630-571-0959)
F. Edward Gustafson
Chairman of the Board, President and Chief Executive Officer
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, IL 60521
Dear Ed:
Zapata Corporation, as a 40% shareholder in Envirodyne, believes that it is
important for the Board of Directors of Envirodyne to carefully exercise their
fiduciary duty to obtain the highest price possible for Envirodyne.
As we have previously stated, Zapata believes that Envirodyne should put itself
up for sale and engage a major nationally recognized investment banking firm to
assist in maximizing shareholder value for all Envirodyne shareholders.
ZAPATA WILL ONLY SUPPORT A SALES PROCESS IN WHICH A LEVEL PLAYING FIELD IS
ESTABLISHED FOR ALL POTENTIAL BIDDERS. UNDER THESE CIRCUMSTANCES, ZAPATA WOULD
MAKE AN OFFER TO PURCHASE ENVIRODYNE.
It would be highly inappropriate for Envirodyne to enter into an agreement
rewarding any break-up fees to Michael Heisley, a current Envirodyne director
with access to non-public inside information, without first attempting to
obtain the highest price for all shareholders. This would clearly be adverse to
the interests of shareholders and may subject Envirodyne and its directors to
significant and detrimental litigation and liability.
I know that you share with me the goal that all Envirodyne shareholders receive
the maximum value for their stock holdings. I look forward to speaking with you
soon.
Sincerely,
Avram A. Glazer
AAG/jb
cc: Robert N. Dangremond
Via Fax No. (212) 642-6942
Gregory R. Page
Via Fax No. (612) 742-7209
Mark D. Senkpiel
Via Fax No. (310) 235-5966
BOARD OF DIRECTORS OF ZAPATA CORPORATION
Joseph L. von Rosenberg III
Executive Vice President
Zapata Corporation
<PAGE> 1
EXHIBIT 99.14
[ZAPATA LETTERHEAD]
ZAPATA CORPORATION ANNOUNCES RESPONSE TO
MICHAEL HEISLEY'S RENEWED BID FOR ENVIRODYNE
HOUSTON, TX - AUGUST 13, 1997 - ZAPATA CORPORATION (NYSE: ZAP) announced today
that Avram A. Glazer, Zapata's President and Chief Executive Officer, has sent
a letter to F. Edward Gustafson, President of Envirodyne Industries, Inc., in
response to the renewed offer by a company affiliated with Michael Heisley to
purchase the outstanding shares of Envirodyne for $8.50 per share. The letter
provides:
Zapata Corporation, as a 40% shareholder in Envirodyne, believes that
it is important for the Board of Directors of Envirodyne to carefully
exercise their fiduciary duty to obtain the highest price possible for
Envirodyne.
As we have previously stated, Zapata believes that Envirodyne should
put itself up for sale and engage a major nationally recognized
investment banking firm to assist in maximizing shareholder value for
all Envirodyne shareholders.
ZAPATA WILL ONLY SUPPORT A SALES PROCESS IN WHICH A LEVEL PLAYING
FIELD IS ESTABLISHED FOR ALL POTENTIAL BIDDERS. UNDER THESE
CIRCUMSTANCES, ZAPATA WOULD MAKE AN OFFER TO PURCHASE ENVIRODYNE.
It would be highly inappropriate for Envirodyne to enter into an
agreement rewarding any break-up fees to Michael Heisley, a current
Envirodyne director with access to non-public inside information,
without first attempting to obtain the highest price for all
shareholders. This would clearly be adverse to the interests of
shareholders and may subject Envirodyne and its directors to
significant and detrimental litigation and liability.
I know that you share with me the goal that all Envirodyne
shareholders receive the maximum value for their stock holdings. I
look forward to speaking with you soon.
Zapata Corporation owns Zapata Protein Inc., the largest marine protein company
in the United States. Zapata's food services operations are conducted through
its 40% interest in Envirodyne Industries, Inc. (NASDAQ: EDYN). Envirodyne has
major interests in food packaging and the food supplies industry. Zapata was
founded by President George Bush in 1954.
Contact: Eric T. Furey, Vice President, General Counsel and Corporate Secretary
(713) 940-6100 /Fax: (713) 940-6122
