<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ENVIRODYNE INDUSTRIES, INC.
---------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
294037 20 5
-----------
(Cusip Number)
John H. Bitner
Bell, Boyd & Lloyd
Three First National Plaza
Chicago, Illinois 60602
(312) 807-4306
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 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 [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 disclosure
provided in a prior cover page.
The information required on 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.)
<PAGE>
- ----------------------- -----------------------
CUSIP NO. 294037 20 5 PAGE 2 OF 25 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD P. KELLY
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 819,809
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,616,823
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 819,809
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,616,823
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,436,632
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
16.60%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- -----------------------
CUSIP NO. 294037 20 5 PAGE 3 OF 25 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F. EDWARD GUSTAFSON
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 125,513
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,616,823
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 125,513
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,616,823
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,742,336
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
Excludes 70,619 shares of Common Stock and Warrants to purchase 4,405
shares of Common Stock owned by Mr. Gustafson's spouse.
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.95%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- -----------------------
CUSIP NO. 294037 20 5 PAGE 4 OF 25 PAGES
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.S. CORCORAN
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,071
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,071
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,071
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.01%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 5 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.P. KELLY & ASSOCIATES, L.P.
36-3611802
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
74,692
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
74,692
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
74,692
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.51%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 6 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C&G MANAGEMENT COMPANY, INC.
36-3609059
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (A) [ ]
(B) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
74,692
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
74,692
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
74,692
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.51%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 7 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VOLK ENTERPRISES, INC.
77-0295182
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (A) [ ]
(B) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,289,190
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 252,941
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,289,190
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,542,131
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.60%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 8 of 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VOLK HOLDINGS L.P.
36-3877483
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4 N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,542,131
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,542,131
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,542,131
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.60%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 9 of 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEXFORD PARTNERS I L.P.
36-3720683
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4 N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,542,131
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,542,131
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,542,131
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.60%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 294037 20 5 PAGE 10 of 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEXFORD CORPORATION
36-3706736
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4 N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,542,131
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,542,131
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,542,131
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.60%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Item 1. SECURITY AND ISSUER.
This Amendment No. 5 ("Amendment No. 5") relates to the Schedule 13D,
originally filed September 1, 1994 (the "Original Statement"), as amended by
Amendment No. 1 thereto dated September 6, 1994, Amendment No. 2 thereto dated
April 20, 1995, Amendment No. 3 thereto dated December 14, 1995 and Amendment
No. 4 thereto dated April 18, 1996 (as so amended, the "Statement") with respect
to the common stock, $.01 par value per share ("Common Stock") of Envirodyne
Industries, Inc. ("Envirodyne"), a Delaware corporation. The principal executive
offices of Envirodyne are located at 701 Harger Road, Suite 190, Oak Brook,
Illinois 60521. Pursuant to Rule 101(a)(2)(ii) of Regulation S/T promulgated by
the Securities and Exchange Commission, this Amendment No. 5 restates the text
of the Original Statement, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 and this Amendment No. 5.
Item 2. IDENTITY AND BACKGROUND.
This Amendment No. 5 is filed jointly by Donald P. Kelly ("Kelly"), F.
Edward Gustafson ("Gustafson"), J. S. Corcoran ("Corcoran"), D.P. Kelly &
Associates, L.P. ("D.P. Kelly & Associates"), C&G Management Company, Inc. ("C&G
Management"), Volk Enterprises, Inc. ("Volk"), Volk Holdings L.P. ("Volk
Holdings"), Wexford Partners I L.P. ("Wexford Partners") and Wexford Corporation
("Wexford Corp."). Kelly, Gustafson, Corcoran, D.P. Kelly & Associates, C&G
Management, Volk, Volk Holdings, Wexford Partners and Wexford Corp. are
hereinafter referred to as the "Reporting Persons."
Mr. Kelly is the President and Chief Executive Officer of D.P. Kelly &
Associates. Mr. Gustafson is the President, Chief Executive Officer and Chairman
of the Board of Envirodyne. Mr. Gustafson is also a principal of D.P. Kelly &
Associates. The business address of Messrs. Kelly and Gustafson, each of whom is
a United States citizen, is 701 Harger Road, Suite 190, Oak Brook, Illinois
60521.
Mr. Corcoran is a consultant for Lunn Partners, L.L.C. The business address
of Mr. Corcoran, who is a United States citizen, is 9370 E. De Las Brisas,
Scottsdale, AZ 85255.
On January 3, 1997, Corcoran sold to Kelly and Gustafson, all of Corcoran's
(i) shares of common stock of C&G Management and (ii) shares of common stock of
Wexford Corp. In addition, on January 3, 1997, Corcoran sold his entire limited
partnership interest in D.P. Kelly & Associates to D.P. Kelly & Associates and
sold his entire limited partnership interest in Wexford Partners to Wexford
Partners. In connection therewith, Corcoran resigned as (i) Executive Vice
President, Chief Financial Officer, Treasurer and Director of C&G Management,
(ii) Executive Vice President, Treasurer and Director of Wexford Corp., (iii)
Executive Vice President and Chief Financial Officer of D.P. Kelly & Associates,
and (iv) Director of Volk.
D.P. Kelly & Associates is a Delaware limited partnership having its
business address at 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. The
principal business of D.P. Kelly & Associates is to provide general business
consultation services in connection with the
11
<PAGE>
management, operations and restructuring of business entities with which it has
an ownership or management affiliation.
C&G Management is a Delaware corporation having its business address at 701
Harger Road, Suite 190, Oak Brook, Illinois 60521. The principal business of C&G
Management is to act as the general partner of D.P. Kelly & Associates. Messrs.
Kelly and Gustafson are the sole stockholders of C&G Management. The executive
officers of C&G Management consist of Messrs. Kelly and Gustafson and the
directors of C&G Management consist of Messrs. Kelly, Gustafson, and Thomas N.
Kelly, whose business address is 701 Harger Road, Suite 190, Oak Brook, Illinois
60521. Thomas N. Kelly, a United States citizen, is a partner of KMK &
Associates, an investment partnership, having its business address at 701 Harger
Road, Suite 150, Oak Brook, Illinois 60521.
Volk is a Delaware corporation having its business address at 1230 - 1232
South Avenue, Turlock, California 95380. The principal business of Volk is the
manufacture and sale of plastic pop-up poultry timers and related products. The
executive officers and directors of Volk consist of the following, each of whom
is a citizen of the United States:
Name Position
---- --------
F. Edward Gustafson Director
William F. White Director
Anthony R. Volk Director and President
Edward R. Pierce Director and Vice President, Chief Financial
Officer and Treasurer
Mr. White is President of Whitnell & Co., an investment advisory firm whose
business address is 701 Harger Road, Suite 150, Oak Brook, Illinois 60521.
The business address of Anthony R. Volk is 5470-B Oakbrook Parkway,
Norcross, Georgia 30093.
The business address of Edward R. Pierce is c/o Bertorelli & Company, 150
Spear Street, Suite 1700, San Francisco, California 94105.
Volk Holdings is a Delaware limited partnership whose principal business is
the ownership of a majority of the capital stock of Volk. Wexford Partners is a
Delaware limited partnership whose principal business is to act as general
partner of Volk Holdings and other investment partnerships having an affiliation
with D.P. Kelly & Associates and its principals. Wexford Corp. is a Delaware
corporation whose principal business is to act as general partner of Wexford
Partners. The business address of each of Volk Holdings, Wexford Partners and
Wexford Corp. is 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. Messrs.
Kelly and Gustafson are the executive officers and stockholders of Wexford Corp.
Messrs. Kelly, Gustafson and Thomas N. Kelly are the directors of Wexford Corp.
12
<PAGE>
During the past five years, none of the persons described in this Item 2
have been convicted in a criminal proceeding. None of such persons is, and
during the past five years has been, subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 10, 1997, Kelly purchased 6,722 shares of Common Stock in the open
market with his personal funds.
On May 15, 1997, Volk purchased a total of 300,000 shares of Common Stock
from Bennett Restructuring Fund, L.P. and Bennett Offshore Restructuring Fund,
Inc. (collectively, the "Sellers") with funds borrowed by Volk from a bank, as
defined in Section 3(a)(b) of the Securities Exchange Act of 1934, pursuant to a
demand note dated May 1, 1997 (the "Demand Note") attached hereto with related
documents as Exhibit 1.
Item 4. PURPOSE OF TRANSACTION.
On March 10, 1997, Kelly purchased 6,722 shares of Common Stock on the open
market at a purchase price of $7.00 per share.
On May 15, 1997, Volk purchased a total of 300,000 shares of Common Stock
from the Sellers for $8.50 per share.
The Common Stock and Warrants to Purchase Common Stock ("Warrants") of
Envirodyne beneficially owned by the Reporting Persons (including the Common
Stock acquired by Kelly and Volk) have been acquired for, and are being held
for, investment purposes. Volk was granted irrevocable proxies to vote the
shares acquired by it from the Sellers (attached as Exhibits 2 and 3 hereto),
and voted those shares as recommended by the Board of Directors of
Envirodyne at the annual meeting of stockholders of Envirodyne scheduled for May
16, 1997 (the "Annual Meeting"). Sellers have also agreed to vote one-half the
505,882 additional shares beneficially owned by them and not sold for one year
as instructed by Volk (or, if sold or transferred within 90 days, to require the
buyer or transferee, unless the shares have been previously voted on such
matters, to vote such shares as instructed by Volk on the election of directors
and on any issues relating to Envirodyne's Shareholder Rights Plan). In this
regard, Sellers granted Volk a proxy to vote those shares at the Annual Meeting
and Volk voted those shares as recommended by the Board of Directors of
Envirodyne.
The Reporting Persons may in the future acquire additional Envirodyne
securities or dispose of all or a portion of the Envirodyne securities owned by
them. Except as set forth in this Item 4, none of the Reporting Persons has any
specific plans or proposals with respect to Envirodyne that relate to or would
result in any of the actions enumerated in Item 4 to Schedule 13D.
13
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following sets forth the number of shares of Common Stock and the
percentage of outstanding Common Stock owned by the Reporting Persons listed:
<TABLE>
<CAPTION>
- -------------------------------------------------------------
NAME (1) NUMBER OF SHARES PERCENTAGE
=============================================================
<S> <C> <C>
Kelly (2)(3)(4) 2,436,632 16.60%
- -------------------------------------------------------------
Gustafson (3)(4)(5) 1,742,336 11.95%
- -------------------------------------------------------------
Corcoran (6) 2,071 .01%
- -------------------------------------------------------------
D.P. Kelly
& Associates (3) 74,692 .51%
- -------------------------------------------------------------
C&G Management (3) 74,692 .51%
- -------------------------------------------------------------
Volk 1,542,131 10.60%
- -------------------------------------------------------------
Volk Holdings (4) 1,542,131 10.60%
- -------------------------------------------------------------
Wexford Partners (4) 1,542,131 10.60%
- -------------------------------------------------------------
Wexford Corp. (4) 1,542,131 10.60%
- -------------------------------------------------------------
</TABLE>
(1) See the response to Item 2 for a description of the relationships among
the Reporting Persons. The Reporting Persons disclaim that they constitute a
"group" under Section 13(d)(3) of the Securities Exchange Act of 1934 for the
purpose of acquiring, holding or disposing of securities of Envirodyne.
(2) The ownership indicated includes 700,000 shares of Common Stock owned
by Kelly directly. Kelly also owns Warrants to purchase 119,809 shares of
Common Stock, which are assumed to have been exercised for purposes of
disclosing the ownership indicated.
(3) The ownership indicated includes 70,287 shares of Common Stock owned by
D.P. Kelly & Associates. D.P. Kelly & Associates also owns Warrants to purchase
4,405 shares of Common Stock, which are assumed to have been exercised for
purposes of disclosing the ownership indicated.
(4) The ownership indicated includes 1,542,131 shares of Common Stock owned
by Volk.
(5) The ownership indicated includes 105,919 shares owned by Mr. Gustafson.
directly or indirectly through trusts for his benefit. Gustafson also owns
Warrants to purchase 7,928 shares of Common Stock, which are assumed to have
been exercised for purposes of disclosing the ownership indicated. In addition,
the ownership indicated includes 11,666 shares of Common Stock subject to stock
options which are exercisable currently or within 60 days and which have been
assumed to have been exercised for purposes of disclosing the ownership
14
<PAGE>
indicated. The ownership indicated excludes 70,619 shares of Common Stock and
Warrants to purchase 4,405 shares of Common Stock owned by Gustafson's spouse.
(6) The ownership indicated includes 1,367 shares owned directly by
Corcoran. Corcoran also owns Warrants to purchase 704 shares of Common Stock,
which are assumed to have been exercised for purposes of disclosing the
ownership indicated.
(b) The following table sets forth, with respect to each of the Reporting
Persons, the number of shares of Common Stock, as to which the Reporting Persons
has (i) sole power to vote or direct the vote, (ii) shared power to vote or
direct the vote, (iii) sole power to dispose or direct the disposition, and (iv)
shared power to dispose or direct the disposition:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Reporting Sole Voting Shared Voting Sole Shared
Person Power Power Dispositive Dispositive
Power Power
==========================================================================
<S> <C> <C> <C> <C>
Kelly 819,809 1,654,323 819,809 1,654,323
- --------------------------------------------------------------------------
Gustafson 125,513 1,654,323 125,513 1,654,323
- --------------------------------------------------------------------------
Corcoran 2,071 0 2,071 0
- --------------------------------------------------------------------------
D.P. Kelly &
Associates (1) 74,692 0 74,692 0
- --------------------------------------------------------------------------
C&G Management (1)
0 74,692 0 74,692
- --------------------------------------------------------------------------
Volk (2) 1,289,190 252,941 1,289,190 252,941
- --------------------------------------------------------------------------
Volk
Holdings (2) 0 1,542,131 0 1,542,131
- --------------------------------------------------------------------------
Wexford
Partners (2) 0 1,542,131 0 1,542,131
- --------------------------------------------------------------------------
Wexford
Corp. (2) 0 1,542,131 0 1,542,131
- --------------------------------------------------------------------------
</TABLE>
(1) The shares of Common Stock shown are owned by D.P. Kelly & Associates
and are therefore reflected as sole voting and investment power of D.P. Kelly &
Associates. However, C&G Management is the General Partner of D.P. Kelly &
Associates. Accordingly, those shares of Common Stock owned by D.P. Kelly &
Associates are reflected as shared voting and investment power of C&G
Management.
(2) The shares shown are owned by Volk and are therefore reflected as the
sole voting and investment power of Volk. However, Wexford Corp. is the general
partner of Wexford Partners, the general partner of Volk Holdings, which owns a
majority of the capital stock of
15
<PAGE>
Volk. Accordingly, Wexford Corp., Wexford Partners and Volk Holdings are shown
as having shared voting and dispositive power over the shares owned by Volk.
(c) None, except as described in Item 3.
(d) Not applicable.
(e) Corcoran ceased to be a beneficial owner of more than 5% of Common
Stock on January 3, 1997.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Except to the extent described in Items 2, 3 and 4, none of the persons
identified in Item 2 is a party to any contract, arrangement, understanding or
relationship with respect to any securities of Envirodyne.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Demand Note and related materials dated May 1, 1997
Exhibit 2 - Irrevocable Proxy and Voting Agreement dated May 15, 1997
between Volk and Bennett Restructuring Fund, L.P.
Exhibit 3 Irrevocable Proxy and Voting Agreement dated May 15, 1997
between Volk and Bennett Offshore Restructuring Fund,
Inc.
16
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
/s/ Donald P. Kelly
--------------------------
Donald P. Kelly
17
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
/s/ F. Edward Gustafson
------------------------------
F. Edward Gustafson
18
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
/s/ J. S. Corcoran
---------------------------
J. S. Corcoran
19
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
D. P. KELLY & ASSOCIATES, L.P.
By C&G Management Company, Inc.
its general partner
By /s/ F. Edward Gustafson
---------------------------------
F. Edward Gustafson
Executive Vice President and
Chief Operating Officer
20
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
C&G MANAGEMENT COMPANY, INC.
By /s/ F. Edward Gustafson
---------------------------------
F. Edward Gustafson
Executive Vice President and
Chief Operating Officer
21
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
VOLK ENTERPRISES, INC.
By /s/ Edward R. Pierce
-----------------------------
Edward R. Pierce
Vice President and
Chief Financial Officer
22
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
VOLK HOLDINGS L.P.
By WEXFORD PARTNERS I L.P.
its General Partner
By WEXFORD CORPORATION
its General Partner
By /s/ F. Edward Gustafson
----------------------------
F. Edward Gustafson
Executive Vice President
23
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
WEXFORD PARTNERS I L.P.
By WEXFORD CORPORATION
its General Partner
By /s/ F. Edward Gustafson
----------------------------
F. Edward Gustafson
Executive Vice President
24
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
WEXFORD CORPORATION
By /s/ F. Edward Gustafson
----------------------------
F. Edward Gustafson
Executive Vice President
25
<PAGE>
Exhibit 1
PROCEDURES LETTER-FLOATING AND FIXED RATES FOR LOAN
---------------------------------------------------
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60690
Gentlemen:
Volk Enterprises, Inc., a Delaware corporation (the "Company") hereby
requests that the $3,000,000.00 demand loan made or to be made on or about May
1, 1997 to the Company by Harris Trust and Savings Bank (the "Loan") be subject
to and documented upon the following terms and conditions.
Portions of the principal of the Loan ("Portions") shall bear interest
prior to demand either (i) at a rate per annum which is equal to the rate from
time to time announced by you as your prime commercial rate, with any change in
the interest rate on such principal indebtedness by virtue of a change in such
prime commercial rate to be and become effective as of and on the date of the
relevant change in such prime commercial rate (such principal indebtedness which
bears reference to our prime commercial rate being hereinafter referred to as
the "Floating Rate Portion" of the Loan) or (ii) at our request, if you so
agree, at a short term fixed rate of interest on and subject to the terms
hereinafter set forth (such principal indebtedness which bears reference to such
a fixed rate being hereinafter referred to as a "Fixed Rate Portion" of the
Loan). All of the principal of the Loan shall initially constitute the Floating
Rate Portion except to the extent you and we agree to create one or more Fixed
Rate Portions. All of the principal of the Loan which bears interest with
reference to a particular fixed rate for a particular Interest Period shall
constitute a single Fixed Rate Portion of the Loan. All of the principal of the
Loan which is not part of a Fixed Rate Portion shall constitute a single
Floating Rate Portion of the Loan. Subject to the terms of this letter, portions
may be converted from one basis to the other, except that unless you agree
otherwise, a Fixed Rate Portion (i) may only be converted as of the last day of
the Interest Period applicable thereto (so as to thereby create a new Fixed Rate
Portion or add to the Floating Rate Portion) and (ii) on the last day of such
Interest Period, shall automatically be converted into the Floating Rate Portion
unless you and we agree to create a new Fixed Rate Portion from the old Fixed
Rate Portion pursuant to the procedures set forth in this letter.
You will from time to time receive telephonic requests to create Fixed Rate
Portions from any one of the persons authorized to set interest rates on our
behalf under the terms of this letter, each such request to specify the amount
of the requested Fixed Rate Portion (which, unless you agree otherwise, must be
in a minimum amount of $1,000,000.00) and the period through which the interest
rate applicable to such Fixed Rate Portion is to be fixed (each such period
being hereinafter referred to as an "Interest Period"). If you are willing to
create a Fixed Rate Portion for the amount and
<PAGE>
for the Interest Period requested, you shall advise the requesting person of the
interest rate at which you are prepared to create such Fixed Rate Portion and if
the person acting on our behalf indicates that such rate is acceptable, the
Fixed Rate Portion shall be deemed created. We acknowledge and agree that you
have no obligation to quote rates or to create any Fixed Rate Portion after
receiving a request therefor from us and that each Fixed Rate Portion you create
shall be subject to such other terms and conditions as are mutually agreed upon
between you and us.
Any payments on the Loan shall first be deemed applied to the Floating Rate
Portion of the Loan until payment in full thereof and shall then be applied to
the Fixed Rate Portions of the Loan in the order in which their Interest Periods
expire. Nevertheless, we agree that no Fixed Rate Portion of the Loan may be
voluntarily prepaid. In the event you shall incur any loss, cost or expense
(including, without limitation, any loss of profit and any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by you to fund or maintain any Fixed Rate Portion or the relending or
reinvesting of such deposits or amounts paid or prepaid by us) as a result of
any payment (whether voluntary or as a result of a demand hereunder) of a Fixed
Rate Portion on a date other than the last day of the Interest Period applicable
thereto, then upon your demand, we shall pay you such amounts as will reimburse
you for such loss, cost or expense. If you make such a claim for compensation,
you shall provide to us a certificate setting forth the amount of such loss,
cost or expense in reasonable detail and such certificates shall be conclusive
and binding on us as to the amount thereof except in the case of manifest error.
Interest on the Loan shall be computed on the basis of a year of 360 days
and actual days elapsed and shall be payable, in the case of Floating Rate
Portions, on the last day of June, 1997, and in the case of Fixed Rate Portions,
on the last day of their Interest Period and, if such Interest Period is longer
than 3 months, every 3 months after the Portion is made, and, in the case of all
Portions, upon demand.
In the event that the Company fails to pay any Portion of the Loan when due
(whether by lapse of time, upon demand or otherwise), such unpaid amount shall
thereafter bear interest, which the Company hereby promises to pay at your
offices in Chicago, Illinois, at a rate per annum determined by adding 2% to the
rate announced by you from time to time as your prime commercial rate, or, in
the case of a Fixed Rate Portion, a rate which is equal at all times to the
greater of (i) the rate per annum determined by adding 2% to the rate applicable
to such Portion prior to maturity or (ii) the rate per annum determined by
adding 2% to the rate from time to time announced by you as your prime
commercial rate.
The Loan shall be payable on demand, and shall be made against and
evidenced by a promissory note of the Company payable to your order in the
aggregate principal amount of $3,000,000.00, such note to be in the form of
Exhibit A attached hereto (the "Note"). The unpaid principal balance of the
Loan, the status of the Loan as the Floating Rate Portion or Fixed Rate Portions
and the rates of interest and Interest Periods applicable to Fixed Rate Portions
shall be recorded by you on your books and records or, at your option, endorsed
on the reverse side of the Note or on a schedule thereto and the unpaid
principal balance, status and interest rates at any time so recorded or endorsed
shall be prima facie evidence in any court or other proceedings brought to
enforce the Note of the amount remaining unpaid thereon, the interest rate
applicable thereto and the status of the Loan.
2
<PAGE>
We agree to confirm each creation of a Fixed Rate Portion in writing by
mailing on the same day a letter in the form attached hereto as Exhibit B signed
by any one of the following: ________________________________________________
______________________________________________________________________________.
It is understood, however, that pending receipt of such letter by you in the
ordinary course of the mails, that we shall be obligated to repay the principal
of the Loan with interest at the rate accepted by telephone by an authorized
person or a person purporting to be an authorized person in accordance with the
foregoing arrangement as set forth in this letter notwithstanding that any such
rate is not confirmed as contemplated above.
The persons authorized to give you telephonic instructions to set the
interest rate on the Loan in accordance with the foregoing are
________________________________________________________. In acting on
telephonic instructions from any of such persons in accordance with the terms of
this Agreement, you shall be entitled to rely on instructions given by any
person purporting to be any one of such officers and shall have no liability to
us on account of any action taken by you pursuant to such telephonic
instructions provided you have acted in good faith in connection therewith. You
are, of course, authorized to set the interest rate on the Loan upon the written
instructions of any officers authorized to set the rate by telephonic advice.
This Agreement and the arrangements and authorizations herein contemplated
shall remain in full force and effect, unless and until you have received
written notice from the Company of the termination or modification of this
Agreement at your office in Chicago, Illinois or unless and until the Company
has received such a notice at its address as shown on your records from you;
provided that no such termination or modification by the Company shall affect
any transaction which occurred prior to the receipt of such notice by you nor
shall any such termination or modification become effective without your written
consent unless and until the Loan shall have been repaid in full. This Agreement
and your acceptance of this Agreement as hereinafter contemplated do not impair
or otherwise affect the demand nature of the Loan. This Agreement and the rights
and remedies of the parties hereto shall be governed by the laws of Illinois.
If you are in agreement with the foregoing, please sign in the appropriate
place on the enclosed counterpart and return such counterpart to us, whereupon
this letter shall become a binding agreement between you and us.
Dated this 1st day of May, 1997.
Very truly yours,
VOLK ENTERPRISES, INC.
By: /s/ Edward R. Pierce
-------------------------------------------
Its: Vice President and Chief Financial Officer
Accepted as of the date last above written.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Donald J. Buse
-------------------------------------------
Its: Vice President
3
<PAGE>
SECURED
NOTE
$3,000,000.00 May 1, 1997
On Demand, for value received, the undersigned, Volk Enterprises, Inc., a
Delaware corporation (the "Company"), promises to pay to the order of Harris
Trust And Savings Bank (the "Bank") at its offices at 111 West Monroe Street,
Chicago, Illinois, the principal sum of THREE MILLION and 00/100 Dollars
($3,000,000.00).
This Note evidences both the Floating Rate Portion and Fixed Rate Portions
of the Loan evidenced hereby as such terms are defined in that certain
Procedures Letter-Floating And Fixed Rate for Loan bearing even date herewith
(the "Procedures Letter") by and between the Company and the Bank as the same
may from time to time be amended, renewed or extended and the Company hereby
promises to pay interest on the Loan evidenced hereby at the rate and time
specified therefor in the Procedures Letter. All capitalized terms used herein
without definition shall have the same meanings herein as in the Procedures
Letter.
The unpaid principal balance of the Loan, the status of the Loan as the
Floating Rate Portion or a Fixed Rate Portion and, in the case of the Fixed Rate
Portions, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on the reverse side of this Note or (so long as
this Note is held by Harris Trust and Savings Bank) recorded on the books and
records of the holder hereof and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the amount
so endorsed on the reverse side hereof or recorded on the books and records of
Harris Trust and Savings Bank shall be prima facie evidence of all such amounts.
Payment of this Note is secured by that certain Security Agreement Re:
Accounts Receivable, General Intangibles, Inventory and Equipment dated as of
January 31, 1992 (the "Security Agreement") between the Company and the Bank,
and this Note and the holder hereof are entitled to all the benefits provided
for under the Procedures Letter and the Security Agreement, to which reference
is hereby made for a statement thereof. The Company hereby waives presentment
and notice of dishonor. The Company agrees to pay to the holder hereof all
expenses incurred or paid by such holder, including attorney's fees and court
costs, in connection with the collection of this Note. It is agreed that this
Note and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of Illinois.
VOLK ENTERPRISES, INC.
By: /s/ Edward R. Pierce
-------------------------------------------
Its: Vice President and Chief Financial Officer
Exhibit A
---------
4
<PAGE>
CONFIRMATION
(FIXED RATE PORTION)
____________________, 19___
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois
Attention: EMM West - 111/10C
Gentlemen:
This will confirm the telephone conversation Ms./Mr. ____________________
had with your office today whereby we arranged under the Procedures Letter
currently in effect between us for a $________________ Fixed Rate Portion of our
Loan to bear interest at the rate of ____% per annum for the period ending
____________ days from this date. We promise to pay interest on such Fixed Rate
Portion of the Loan as provided for in the terms of the Procedures Letter.
VOLK ENTERPRISES, INC.
By: /s/ Edward R. Pierce
-------------------------------------------
Its: Vice President and Chief Financial Officer
Exhibit B
---------
5
<PAGE>
RESOLUTIONS
I, ___________________________, do hereby certify that I am the duly
elected, qualified and acting __________ Secretary of Volk Enterprises, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
and that as such __________ Secretary, I am the keeper of the records and
corporate seal of said Corporation.
I further certify that the following is a full, true and correct copy of
resolutions adopted by the Board of Directors of said Corporation at a meeting
of said Board duly called, convened and held on the _____ day of __________,
1997, at which meeting a majority and quorum of said Board were present and
acting throughout and voted in favor of the adoption thereof, that said
resolutions are still in full force and effect and do not in any manner
contravene the Charter or By-Laws of said Corporation:
WHEREAS, Harris Trust and Savings Bank, Chicago, Illinois (the "Bank") has
granted this Corporation a demand loan facility in the amount of $3,000,000.00
with borrowings under such facility to bear interest prior to demand on the
balance of principal from time to time remaining unpaid thereon at the rate per
annum which is equal the prime commercial rate of the Bank from time to time in
effect or at a fixed rate of interest, such borrowings to be made and repaid on
a revolving basis and this Corporation has requested that all borrowings by this
Corporation under such facility be evidenced by a master promissory note of this
Corporation; and
WHEREAS, there is now before this Board of Directors, a copy of a
Procedures Letter - Floating and Fixed Rates For Loan (the "Agreement")
embodying the terms and conditions under which borrowings under the aforesaid
loan facility will be made and a form of demand promissory note to evidence said
borrowings (the "Note") and said Agreement and Note having been examined by this
Board are in the judgement of the Board in their proper form for their intended
purposes;
NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THIS BOARD OF DIRECTORS
as follows:
1. Any one of the following officers and/or employees of this Corporation:
________________________________________________________________________________
________________________________________________________________________________
be and each of them is hereby authorized, empowered and directed for, in the
name and on behalf of this Corporation (and attested to by its Secretary or
Assistant Secretary and under its corporate seal if so requested by the Bank),
to execute and deliver to the Bank a Procedures Letter - Floating and Fixed
Rates For Loan containing substantially the terms, conditions and provisions as
set forth in the form of Agreement now before this meeting and hereby approved,
and/or such additional, modified or revised terms as may be acceptable to any of
said officers and/or employees as evidenced by his execution thereof and also to
borrow from the Bank up to $3,000,000.00 and in evidence thereof to execute and
deliver a promissory note of this Corporation in the form of the Note now before
this meeting and hereby approved or containing such additional, modified or
revised terms as may be acceptable to any of said officers and/or employees by
his execution thereof, and
6
<PAGE>
to enter into, execute and deliver such amendments or modifications to said
Agreement from time to time as may be acceptable to any of said officers and/or
employees as evidenced by his execution thereof, including amendments changing
the persons authorized to act on behalf of this Corporation thereunder or under
numbered paragraphs one and two of these Resolutions and also to execute and
deliver new promissory notes and letter agreements to the Bank when from time to
time appropriate in order to continue the arrangements contemplated by the Note
and Agreement now before this meeting in effect through any changes (including
increases) in this Corporation's credit arrangement with the Bank.
2. That any one of the following officers and/or employees of this
Corporation:
________________________________________________________________________________
________________________________________________________________________________
be and each of them is hereby authorized, directed and empowered for and on
behalf and in the name of this Corporation to, by telephone or in writing
(including by telecopy or other facsimile means) request borrowings from and
direct repayment to, the Bank from time to time pursuant to said Agreement in
such amounts from time to time as such officers and/or employees deem
appropriate and to orally direct the transfer by wire of funds so borrowed to
the account of this Corporation at the Bank and to select the interest rate
options applicable to the borrowings by this Corporation under its revolving
loan facility in accordance with the Agreement.
3. Any of the officers, agents and employees of this Corporation be and
they are hereby authorized, empowered and directed to do and perform such other
acts and things, and to make, execute and deliver from time to time such other
documents and instruments on behalf of this Corporation in order to comply with
or evidence compliance with the terms of said Agreement and any other documents
as so executed.
4. The __________ Secretary of this Corporation shall deliver a certified
copy of these resolutions to the Bank, and the Bank shall be entitled
conclusively to presume as against this Corporation that these resolutions
remain in full force and effect and said officers, employees and agents
authorized hereunder continue to be authorized to act pursuant to the authority
herein granted unless and until said Bank shall have actually received written
notification from the __________ Secretary or other officer of this Corporation
of the rescission, modification or amendment of these resolutions or of the
authorization herein contained; but no such rescission, modification or
amendment shall affect any transaction occurring prior to the actual receipt by
the Bank of such written notice.
5. These Resolutions shall be in addition to and supplementary of all
resolutions of this Board of Directors now or hereafter on file with said Bank
and this Resolution shall not revoke, supersede or modify any of such other
resolutions.
I further certify that the Agreement and Note referred to in said
resolutions as being before this meeting are in the same forms, respectively, as
the Procedures Letter - Floating and Fixed Rates For Loan dated as of May 1,
1997 and as the Demand Note dated as of May 1, 1997 each as executed by this
Corporation and delivered to the Bank, excepting only for such changes and
amendments as are and were approved by the duly authorized officer and/or
employee as evidenced by his execution thereof.
7
<PAGE>
I further certify that the persons named below are at the date hereof the
duly elected, qualified and acting incumbents of the respective offices and/or
job titles of this Corporation set out at the left of their respective names,
and the signatures at the right of said names, respectively, are the genuine
signatures of said officers and/or employees:
Title/Job Description Name Signature
--------------------- ---- ---------
- --------------------------- ---------------------- --------------------
- --------------------------- ---------------------- --------------------
- --------------------------- ---------------------- --------------------
- --------------------------- ---------------------- --------------------
IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of
said Corporation this 1st day of May, 1997.
____________________________
__________ Secretary as aforesaid
(Corporate Seal) ____________________________
Other Officer
____________________________
Title
This Resolution must also be signed by a second officer of the corporation or a
member of its Board of Directors if the Secretary (or other certifying officer)
is authorized to act alone by the above resolutions.
8
<PAGE>
EXHIBIT 2
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.
<PAGE>
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:
-------------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
PURCHASER:
VOLK ENTERPRISES, INC.
By:
-------------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
2
<PAGE>
EXHIBIT 3
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.
<PAGE>
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:
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Name:
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Title:
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2
