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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.: 6
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)
May 15, 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 [ ].
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.
*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:
8. Shared Voting Power:
9. Sole Dispositive Power:
145,867
10. Shared Dispositive Power:
360,015
11. Aggregate Amount Beneficially Owned by Each Reporting Person
505,882
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)
3.47%
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:
9. Sole Dispositive Power:
10. Shared Dispositive Power:
360,015
11. Aggregate Amount Beneficially Owned by Each Reporting Person
360,015
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)
2.47%
14. Type of Reporting Person
PN (IA)
5
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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:
9. Sole Dispositive Power:
10. Shared Dispositive Power:
360,015
11. Aggregate Amount Beneficially Owned by Each Reporting Person
360,015
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)
2.47%
14. Type of Reporting Person
PN
7
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Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
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
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett may be deemed to
be the beneficial owner of 505,882 shares of common stock of
the Company. The Partnership holds 360,015 shares and
Bennett Offshore holds 145,867 shares. Mr. Bennett may be
deemed to beneficially own all shares held by the
Partnership and Bennett Offshore. RCA is deemed to
beneficially own all shares held by the Partnership. Based
on the Company's latest Quarterly Report on Form 10-Q, as of
May 9, 1997 there were a total of 14,564,233 outstanding
shares of common stock of the Company. Therefore, Mr.
Bennett may be deemed to beneficially own 3.47% of the
outstanding shares, and each of RCA and the Partnership may
be deemed to beneficially own 2.47% of the outstanding
shares. On May 15, 1997, the Partnership and Bennett
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Offshore sold in the aggregate 600,000 shares of common
stock of the Company at a price of $8.50 per share. As a
consequence, Mr. Bennett, RCA and the Partnership each
ceased to be deemed a beneficial owner of more than 5% of
the Company's outstanding shares of common stock. The sales
were effected in privately negotiated transactions with Volk
Enterprises, Inc. and The Heico Companies, L.L.C., each of
which purchased 213,498 shares of common stock of the
Company from the Partnership and 86,502 shares of common
stock of the Company from Bennett Offshore. In connection
with the sale on May 15, 1997, the Partnership and Bennett
Offshore each granted certain rights to vote such shares
through a Voting Agreement. See Exhibits B through E
attached hereto, which are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
See Exhibits B through E attached hereto.
Item 7. Material to be Filed as Exhibits
Exhibit A: A description of the other transactions
in the Company's common stock that were effected by
the Reporting Persons in the past 60 days. All
such transactions were effected in open market
transactions.
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Exhibit B: Irrevocable Proxy and Voting Agreement
between Bennett Restructuring Fund, L.P. and Volk
Enterprises, Inc.
Exhibit C: Irrevocable Proxy and Voting Agreement
between Bennett Restructuring Fund, L.P. and The
Heico Companies, L.L.C.
Exhibit D: Irrevocable Proxy and Voting Agreement
between Bennett Offshore Restructuring Fund, Inc.
and Volk Enterprises, Inc.
Exhibit D: Irrevocable Proxy and Voting Agreement
between Bennett Offshore Restructuring Fund, Inc.
and The Heico Companies, L.L.C.
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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.
May 19, 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.BA2
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Exhibit A
Number of Shares Sold Price
Date by the Partnership Per Share
____ _____________________ _________
4/3/97 50,000 $6.44
4/4/97 25,000 $6.44
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75252000.BA2
EXHIBIT B
Irrevocable Proxy and Voting Agreement
Bennett Restructuring Fund, L.P. ("Seller") is this
date selling, free and clear of all liens, claims and voting
restrictions, 213,498 shares (the "Purchased Shares") of
common stock, $0.01 par value, of Envirodyne Industries,
Inc. (the "Company") to Volk Enterprises Inc. (the
"Purchaser"). Seller will own beneficially an additional
360,015 shares of the Company following the sale to the
Purchaser and certain others on or before May 16, 1997 (the
"Unpurchased Shares").
IRREVOCABLE PROXY
Seller hereby makes, constitutes and appoints the
Purchaser or its designee with full power to appoint a
nominee or nominees to act hereunder from time to time the
true and lawful attorney and proxy of Seller to vote the
Purchased Shares at all annual and special meetings of
stockholders of the Company, and any postponements or
adjournments thereof, and to take any action by written
consent with the same force and effect as Seller might or
could do, hereby ratifying and confirming all that the said
attorney or its nominee or nominees shall do or cause to be
done by virtue hereof. This power and proxy is coupled with
an interest and is irrevocable and shall remain irrevocable
for a period of three years. Seller further agrees to take
such further action (which may include a letter of direction
to the broker holding the Purchased Shares in street name to
vote the Purchased Shares as instructed by Purchaser) as
shall be reasonably necessary to allow Purchaser to vote the
Shares at any such meeting or by written consent.
VOTING AGREEMENT
Seller further agrees that for a period of one year
following the date of this instrument, it will vote one-half
of the Unpurchased Shares of the Corporation not sold by it
within such one-year period only as instructed by Purchaser,
and that with respect to any such Unpurchased Shares sold or
otherwise transferred by Seller within 90 days of the date
hereof ("Transferred Shares"), Seller, unless such
Transferred Shares have been voted on such matters after the
date hereof and prior to such transfer, will require the
buyer or transferee to agree for the remainder of such
90-day period to vote one-half of such Transferred Shares
only as instructed by Purchaser with respect to the election
of directors of the Corporation and on any issues relating
to the Corporation's Shareholder Rights Plan.
IN WITNESS WHEREOF, each of the undersigned has
caused this instrument to be executed by its duly authorized
representative this 15th day of May, 1997.
BENNETT RESTRUCTURING FUND, L.P.,
By: Restructuring Capital Associates, L.P.
its general partner
By: Bennett Capital Corporation,
its general partner
By:_________________________________________
Name:____________________________________
Title:___________________________________
PURCHASER:
VOLK ENTERPRISES, INC.
By:_________________________________________
Name:____________________________________
Title:___________________________________
2
75252000.BA4
EXHIBIT C
Irrevocable Proxy and Voting Agreement
Bennett Restructuring Fund, L.P. ("Seller") is this
date selling, free and clear of all liens, claims and voting
restrictions, 213,498 shares (the "Purchased Shares") of
common stock, $0.01 par value, of Envirodyne Industries,
Inc. (the "Company") to The Heico Companies, L.L.C. (the
"Purchaser"). Seller will own beneficially an additional
360,015 shares of the Company following the sale to the
Purchaser and certain others on or before May 16, 1997 (the
"Unpurchased Shares").
IRREVOCABLE PROXY
Seller hereby makes, constitutes and appoints the
Purchaser or its designee with full power to appoint a
nominee or nominees to act hereunder from time to time the
true and lawful attorney and proxy of Seller to vote the
Purchased Shares at all annual and special meetings of
stockholders of the Company, and any postponements or
adjournments thereof, and to take any action by written
consent with the same force and effect as Seller might or
could do, hereby ratifying and confirming all that the said
attorney or its nominee or nominees shall do or cause to be
done by virtue hereof. This power and proxy is coupled with
an interest and is irrevocable and shall remain irrevocable
for a period of three years. Seller further agrees to take
such further action (which may include a letter of direction
to the broker holding the Purchased Shares in street name to
vote the Purchased Shares as instructed by Purchaser) as
shall be reasonably necessary to allow Purchaser to vote the
Shares at any such meeting or by written consent.
VOTING AGREEMENT
Seller further agrees that for a period of one year
following the date of this instrument, it will vote one-half
of the Unpurchased Shares of the Corporation not sold by it
within such one-year period only as instructed by Purchaser,
and that with respect to any such Unpurchased Shares sold or
otherwise transferred by Seller within 90 days of the date
hereof ("Transferred Shares"), Seller, unless such
Transferred Shares have been voted on such matters after the
date hereof and prior to such transfer, will require the
buyer or transferee to agree for the remainder of such
90-day period to vote one-half of such Transferred Shares
only as instructed by Purchaser with respect to the election
of directors of the Corporation and on any issues relating
to the Corporation's Shareholder Rights Plan.
IN WITNESS WHEREOF, each of the undersigned has
caused this instrument to be executed by its duly authorized
representative this 15th day of May, 1997.
BENNETT RESTRUCTURING FUND, L.P.,
By: Restructuring Capital Associates, L.P.
its general partner
By: Bennett Capital Corporation,
its general partner
By:_________________________________________
Name:____________________________________
Title:___________________________________
PURCHASER:
THE HEICO COMPANIES, L.L.C.
By:_________________________________________
Name:____________________________________
Title:___________________________________
2
75252000.BA5
EXHIBIT D
Irrevocable Proxy and Voting Agreement
Bennett Offshore Restructuring Fund, Inc.
("Seller") is this date selling, free and clear of all
liens, claims and voting restrictions, 86,502 shares (the
"Purchased Shares") of common stock, $0.01 par value, of
Envirodyne Industries, Inc. (the "Company") to Volk
Enterprises Inc. (the "Purchaser"). Seller will own
beneficially an additional 145,867 shares of the Company
following the sale to the Purchaser and certain others on or
before May 16, 1997 (the "Unpurchased Shares").
IRREVOCABLE PROXY
Seller hereby makes, constitutes and appoints the
Purchaser or its designee with full power to appoint a
nominee or nominees to act hereunder from time to time the
true and lawful attorney and proxy of Seller to vote the
Purchased Shares at all annual and special meetings of
stockholders of the Company, and any postponements or
adjournments thereof, and to take any action by written
consent with the same force and effect as Seller might or
could do, hereby ratifying and confirming all that the said
attorney or its nominee or nominees shall do or cause to be
done by virtue hereof. This power and proxy is coupled with
an interest and is irrevocable and shall remain irrevocable
for a period of three years. Seller further agrees to take
such further action (which may include a letter of direction
to the broker holding the Purchased Shares in street name to
vote the Purchased Shares as instructed by Purchaser) as
shall be reasonably necessary to allow Purchaser to vote the
Shares at any such meeting or by written consent.
VOTING AGREEMENT
Seller further agrees that for a period of one year
following the date of this instrument, it will vote one-half
of the Unpurchased Shares of the Corporation not sold by it
within such one-year period only as instructed by Purchaser,
and that with respect to any such Unpurchased Shares sold or
otherwise transferred by Seller within 90 days of the date
hereof ("Transferred Shares"), Seller, unless such
Transferred Shares have been voted on such matters after the
date hereof and prior to such transfer, will require the
buyer or transferee to agree for the remainder of such
90-day period to vote one-half of such Transferred Shares
only as instructed by Purchaser with respect to the election
of directors of the Corporation and on any issues relating
to the Corporation's Shareholder Rights Plan.
IN WITNESS WHEREOF, each of the undersigned has
caused this instrument to be executed by its duly authorized
representative this 15th day of May, 1997.
BENNETT OFFSHORE RESTRUCTURING FUND, INC.
By: Restructuring Capital Associates, L.P.
its general partner
By: Bennett Capital Corporation,
its general partner
By:_________________________________________
Name:____________________________________
Title:___________________________________
PURCHASER:
VOLK ENTERPRISES, INC.
By:_________________________________________
Name:____________________________________
Title:___________________________________
2
75252000.BA1
EXHIBIT E
Irrevocable Proxy and Voting Agreement
Bennett Offshore Restructuring Fund, Inc.
("Seller") is this date selling, free and clear of all
liens, claims and voting restrictions, 86,502 shares (the
"Purchased Shares") of common stock, $0.01 par value, of
Envirodyne Industries, Inc. (the "Company") to The Heico
Companies, L.L.C. (the "Purchaser"). Seller will own
beneficially an additional 145,867 shares of the Company
following the sale to the Purchaser and certain others on or
before May 16, 1997 (the "Unpurchased Shares").
IRREVOCABLE PROXY
Seller hereby makes, constitutes and appoints the
Purchaser or its designee with full power to appoint a
nominee or nominees to act hereunder from time to time the
true and lawful attorney and proxy of Seller to vote the
Purchased Shares at all annual and special meetings of
stockholders of the Company, and any postponements or
adjournments thereof, and to take any action by written
consent with the same force and effect as Seller might or
could do, hereby ratifying and confirming all that the said
attorney or its nominee or nominees shall do or cause to be
done by virtue hereof. This power and proxy is coupled with
an interest and is irrevocable and shall remain irrevocable
for a period of three years. Seller further agrees to take
such further action (which may include a letter of direction
to the broker holding the Purchased Shares in street name to
vote the Purchased Shares as instructed by Purchaser) as
shall be reasonably necessary to allow Purchaser to vote the
Shares at any such meeting or by written consent.
VOTING AGREEMENT
Seller further agrees that for a period of one year
following the date of this instrument, it will vote one-half
of the Unpurchased Shares of the Corporation not sold by it
within such one-year period only as instructed by Purchaser,
and that with respect to any such Unpurchased Shares sold or
otherwise transferred by Seller within 90 days of the date
hereof ("Transferred Shares"), Seller, unless such
Transferred Shares have been voted on such matters after the
date hereof and prior to such transfer, will require the
buyer or transferee to agree for the remainder of such
90-day period to vote one-half of such Transferred Shares
only as instructed by Purchaser with respect to the election
of directors of the Corporation and on any issues relating
to the Corporation's Shareholder Rights Plan.
IN WITNESS WHEREOF, each of the undersigned has
caused this instrument to be executed by its duly authorized
representative this 15th day of May, 1997.
BENNETT OFFSHORE RESTRUCTURING FUND, INC.
By: Restructuring Capital Associates, L.P.
its general partner
By: Bennett Capital Corporation,
its general partner
By:_________________________________________
Name:____________________________________
Title:___________________________________
PURCHASER:
THE HEICO COMPANIES, L.L.C.
By:_________________________________________
Name:____________________________________
Title:___________________________________
2
75252000.BA3
