ENVIRODYNE INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
Chicago, Illinois
FINANCIAL STATEMENTS
December 31, 1996 and 1995
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits with Fund Information 2
Statement of Changes in Net Assets
Available for Benefits with Fund Information 4
Notes to Financial Statements 5
SUPPLEMENTAL INFORMATION 10
Schedule of Assets Held for Investment
Purposes - Item 27(a), Form 5500 13
Schedule of Reportable Transactions -
Item 27(d), Form 5500 14
NOTE: Supplemental schedules required by the Employee Retirement
Income Security Act of 1974 that have not been included
herein are not applicable to the Envirodyne Retirement
Savings Plan.
<PAGE>
Plan Administrator
Envirodyne Industries, Inc. Retirement Savings Plan
Chicago, Illinois
Independent Auditor's Report
We have audited the accompanying statements of net assets available
for benefits with fund information of Envirodyne Industries, Inc.
Retirement Savings Plan as of December 31, 1996 and 1995, and the
related statement of changes in net assets available for benefits
with fund information for the year ended December 31, 1996. These
financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1996 and 1995, and the
changes in net assets available for benefits for the year ended
December 31, 1996 in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
Schedule of Assets Held for Investment Purposes - item 27(a), Form
5500 and Schedule of Reportable Transactions - item 27(d), Form 5500
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the employee
Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statement of
changes in net assets available for benefits are presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
CLIFTON GUNDERSON L.L.C.
Oak Brook, Illinois
July 2, 1997
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 1
December 31, 1996
<TABLE>
<CAPTION>
Fidelity 20th Warburg Warburg
Guaranteed Growth Fidelity Century Growth & Inter-
Long Term Advisor Puritan Ultra Income national
----------- ----------- ---------- ---------- -------- ----------
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value:
Cash transaction
account
Pooled investment
accounts
(Cost, $5,097,388) 2,708,060 693,912 519,431 355,598 369,875 382,156
Common stock
(Cost, $346,000)
Participant
notes
receivable
----------- ----------- ---------- ---------- ---------- ---------
Total
investments 2,708,060 693,912 519,431 355,598 369,875 382,156
----------- ----------- ---------- ---------- ---------- --------
Receivables:
Employer's
contribution 59,692 10,726 11,186 6,678 7,739 6,556
Participants'
contributions 30,602 6,805 6,097 4,177 4,654 3,968
----------- ----------- ---------- ---------- ---------- --------
Total
receivables 90,294 17,531 17,283 10,855 12,393 10,524
----------- ----------- ---------- ---------- ---------- --------
Net assets
available for
benefits 2,798,354 711,443 536,714 366,453 382,268 392,680
=========== =========== ========== ========== ========== ========
<FN>
These financial statements should be read only in connection
with the accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 2
December 31, 1996
<TABLE>
<CAPTION>
Envirodyne
Lifetime Lifetime Lifetime Lifetime Stock Loan
20 30 40 50 Fund Fund Other Total
---------- -------- ----------- -------- --------- -------- -------- ----------
$ $ $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value:
Cash transaction
account 1,847 1,847
Pooled investment
accounts
(Cost, $5,097,388) 94,125 144,466 87,980 155,851 5,511,454
Common stock
(Cost, $346,000) 375,197 375,197
Participant
notes
receivable 241,907 241,907
---------- --------- ---------- --------- -------- -------- ------ ----------
Total
investments 94,125 144,466 87,980 155,851 375,197 241,907 1,847 6,130,405
---------- --------- ---------- --------- -------- -------- ------ ----------
Receivables:
Employer's
contribution 2,566 4,761 2,513 2,765 3,983 119,165
Participants'
contributions 1,382 2,829 1,304 1,384 2,371 65,573
---------- -------- ----------- --------- -------- -------- ------ ----------
Total
receivables 3,948 7,590 3,817 4,149 6,354 184,738
---------- -------- ----------- --------- -------- -------- ------ ----------
Net assets
available for
benefits 98,073 152,056 91,797 160,000 381,551 241,907 1,847 6,315,143
========== ======== =========== ========= ======== ======== ====== ==========
<FN>
These financial statements should be read only in connection
with the accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 1
December 31, 1995
<TABLE>
<CAPTION>
Fidelity 20th Warburg Warburg
Guaranteed Growth Fidelity Century Growth & Inter-
Long Term Advisor Puritan Ultra Income national
----------- ----------- ---------- ---------- -------- ----------
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value:
Pooled investment
accounts
(Cost, $4,417,424) 2,473,651 514,894 411,237 192,471 405,603 346,762
Participant
notes
receivable
----------- ----------- ---------- ---------- ---------- ---------
Total
investments 2,473,651 514,894 411,237 192,471 405,603 346,762
----------- ----------- ---------- ---------- ---------- --------
Receivables:
Employer's
contribution 37,420 6,344 6,588 3,409 5,231 6,237
Participants'
contributions 14,571 2,521 2,822 1,399 2,043 2,376
----------- ----------- ---------- ---------- ---------- --------
Total
receivables 51,991 8,865 9,410 4,808 7,274 8,613
----------- ----------- ---------- ---------- ---------- --------
Net assets
available for
benefits 2,525,642 523,759 420,647 197,279 412,877 355,375
=========== =========== ========== ========== ========== ========
<FN>
These financial statements should be read only in connection
with the accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 2
December 31, 1995
<CAPTION>
Lifetime Lifetime Lifetime Lifetime Loan
20 30 40 50 Fund Total
---------- -------- ----------- -------- -------- ----------
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value:
Pooled investment
accounts
(Cost, $4,417,424) 65,578 103,964 69,082 176,740 4,759,982
Participant
notes
receivable 53,948 53,948
---------- --------- ---------- --------- -------- ----------
Total
investments 65,578 103,964 69,082 176,740 53,948 4,813,930
---------- --------- ---------- --------- -------- ----------
Receivables:
Employer's
contribution 1,555 2,544 1,408 1,711 72,447
Participants'
contributions 646 949 500 678 28,505
---------- -------- ----------- --------- -------- ----------
Total
receivables 2,201 3,493 1,908 2,389 100,952
---------- -------- ----------- --------- -------- ----------
Net assets
available for
benefits 67,779 107,457 70,990 179,129 53,948 4,914,882
========== ======== =========== ========= ======== ==========
<FN>
These financial statements should be read only in connection
with the accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
ENVIRODYNE INDUSTRIES INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 1
For the Year Ended December 31, 1996
<CAPTION>
Fidelity 20th Warburg Warburg
Guaranteed Growth Fidelity Century Growth & Inter-
Long Term Advisor Puritan Ultra Income national
----------- ----------- ---------- ---------- -------- ----------
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
Additions to Net
Assets Attributed
to:
Investment income:
Net unrealized
appreciation
(depreciation)
in fair value
of investments 153,700 37,591 39,933 12,111 (32,460) 9,628
Net realized gain
(loss) from sale
of investments 74,957 22,693 23,222 20,704 25,541
Interest income
----------- ----------- ---------- ---------- ---------- ---------
Total investment
income 153,700 112,548 62,626 35,333 (11,756) 35,169
----------- ----------- ---------- ---------- ---------- ---------
Contributions:
Employer 214,405 48,824 44,666 26,048 36,688 35,088
Participants 392,611 100,072 83,895 58,490 78,040 78,251
----------- ----------- ---------- ---------- ---------- ---------
Total
contributions 607,016 148,896 128,561 84,538 114,728 113,339
----------- ----------- ---------- ---------- ---------- ---------
Interfund transfers (260,188) (17,984) (16,770) 79,272 (50,303) (35,131)
Participant loan
payments received 29,280 4,949 5,367 2,428 3,584 3,164
----------- ----------- ---------- ---------- ---------- ---------
(230,908) (13,035) (11,403) 81,700 (46,719) (31,967)
----------- ----------- ---------- ---------- ---------- ---------
TOTAL ADDITIONS 529,808 248,409 179,784 201,571 56,253 116,541
----------- ----------- ---------- ---------- ---------- ---------
Deductions from net
assets attributed
to:
Benefits paid to
participants 123,116 35,310 29,988 27,118 70,707 61,820
Administrative
fees 3,932 473 740 219 247 381
Loans to
participants 130,048 24,942 32,989 5,060 15,908 17,035
----------- ----------- ---------- ---------- ---------- ---------
TOTAL DEDUCTIONS 257,096 60,725 63,717 32,397 86,862 79,236
----------- ----------- ---------- ---------- ---------- ---------
Net increase
(decrease) in
net assets
available for
benefits 272,712 187,684 116,067 169,174 (30,609) 37,305
Net assets
available for
benefits
beginning of
year 2,525,642 523,759 420,647 197,279 412,877 355,375
----------- ----------- ---------- ---------- ---------- ---------
Net assets
available for
benefits
end of year 2,798,354 711,443 536,714 366,453 382,268 392,680
=========== =========== ========== ========== ========== =========
<FN>
These financial statements should be read only in connection with the
notes to accompanying financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ENVIRODYNE INDUSTRIES INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - PART 2
For the Year Ended December 31, 1996
<CAPTION>
Envirodyne
Lifetime Lifetime Lifetime Lifetime Stock Loan
20 30 40 50 Fund Fund Other Total
---------- -------- ----------- -------- --------- -------- -------- ----------
$ $ $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to Net
Assets Attributed
to:
Investment income:
Net unrealized
appreciation
(depreciation)
in fair value
of investments 5,122 8,603 (3,091) (5,376) 29,195 254,956
Net realized gain
(loss) from sale
of investments 3,931 4,041 12,741 26,071 1 213,902
Interest income 10,455 10,455
---------- --------- ---------- --------- -------- -------- ------ ----------
Total investment
income 9,053 12,644 9,650 20,695 29,196 10,455 479,313
---------- --------- ---------- --------- -------- -------- ------ ----------
Contributions:
Employer 9,994 16,205 9,234 11,384 5,216 457,752
Participants 19,392 30,180 14,695 18,735 5,076 1,847 881,284
---------- --------- ---------- --------- -------- -------- ------ ----------
Total
contributions 29,386 46,385 23,929 30,119 10,292 1,847 1,339,036
---------- --------- ---------- --------- -------- -------- ------ ----------
Interfund transfers (5,650) 4,427 (1,969) (27,122) 341,873 (10,455)
Participant loan
payments received 1,814 2,677 938 67 190 (54,458)
---------- --------- ---------- --------- -------- -------- ------ ----------
(3,836) 7,104 (1,031) (27,055) 342,063 (64,913)
---------- --------- ---------- --------- -------- -------- ------ ----------
TOTAL ADDITIONS 34,603 66,133 32,548 23,759 381,551 (54,458) 1,847 1,818,349
---------- --------- ---------- --------- -------- -------- ------ ----------
Deductions from net
assets attributed
to:
Benefits paid to
participants 248 12,753 3,878 41,611 4,959 411,508
Administrative
fees 139 227 82 140 6,580
Loans to
participants 3,922 8,554 7,781 1,137 (247,376)
---------- --------- ---------- --------- -------- -------- ------ ----------
TOTAL DEDUCTIONS 4,309 21,534 11,741 42,888 (242,417) 418,088
---------- --------- ---------- --------- -------- -------- ------ ----------
Net increase
(decrease) in
net assets
available for
benefits 30,294 44,599 20,807 (19,129) 381,551 187,959 1,847 1,400,261
Net assets
available for
benefits
beginning of
year 67,779 107,457 70,990 179,129 53,948 4,914,882
---------- --------- ---------- --------- -------- -------- ------ ----------
Net assets
available for
benefits
end of year 98,073 152,056 91,797 160,000 381,551 241,907 1,847 6,315,143
========== ========= ========== ========= ======== ======== ====== ==========
<FN>
These financial statements should be read only in connection with the
notes to accompanying financial statements.
</TABLE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The following description of the Envirodyne Industries, Inc.
Retirement Savings Plan ("the Plan") provides only general
information. Participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established to provide
deferred compensation benefits to eligible employees. Effective
January 1, 1995, the Plan was changed from a money purchase plan to
a 401(k) plan. Under the Plan, all of the employees of Envirodyne
Industries, Inc. ("Employer") and its participating subsidiaries
who have met eligibility requirements may elect to participate in
the Plan. Employees who are covered by a collective bargaining
agreement will be eligible only if their participation is provided
for in the agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participation
Eligible employees may become Plan members on the first day of
January, April, July or October following six months from their
date of hire.
Contributions
Participating employees, by means of authorized payroll deductions,
make contributions to the Plan in amounts based upon a percentage
of their compensation. These contributions cannot be less than two
percent (2%) nor greater than fifteen percent (15%) of the
participant's compensation. Employer contributions to the Plan are
made in varying proportions and are based upon the percent of the
participant's contributions and the participant's years of credited
service. At the discretion of the Employer, there also may be an
employer profit sharing contribution for active participants at the
end of the plan year.
Vesting
Participant contributions plus the earnings thereon are fully
vested. Vesting in the Employer contributions and the earnings
thereon is based on years of credited service. A participant is
100% vested after five years of credited service. If a participant
attains age 65, or becomes permanently and totally disabled, or
dies, the full value of the Employer contribution account becomes
immediately vested and is nonforfeitable.
Allocations
Investment income is allocated based on account balances as defined
by the Plan.
The Employer profit sharing contribution is allocated to
participants based upon their annual compensation as a percentage
of the total annual compensation for all participants.
Allocations (Continued)
Amounts allocated to accounts of persons who have elected to
withdraw from the Plan but have not been paid as of December 31,
1996 and 1995 are $33,932 and $89,418, respectively.
Participant Notes Receivable
Participants may borrow from their fund accounts a maximum equal to
the lesser of $50,000 or 50% of their vested account balance. All
loans must be repaid within five years. The loans are secured by
the balance in the participant's account and bear interest at a
rate determined by the plan administrator equal to 1% over the
prime interest rate. Principal and interest is paid ratably
through payroll deductions.
Payment of Benefits
Distribution of account balance is made in a lump sum payment.
Rollover Contributions
The rollover contributions represent lump sum benefits received by
certain employees from another organization's pension or profit
sharing plan, or from the Envirodyne Employee Thrift Plan. The
Plan allows a participant to contribute these benefits in 10%
increments to the plan funds. Rollover contributions are included
in employee contributions in the statement of changes in net assets
available for benefits with fund information. A rollover
contribution is payable upon retirement, termination of employment,
death or disability.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Use of Estimates in Preparing Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
Investments
Quoted market prices are used to value investments. Investments are
stated at fair value. Participants' notes receivable are valued at
cost which approximates market value.
Investment transactions are reflected on a trade-date basis.
Realized gains or losses on sales of securities are based on
revalued cost. Income from investments is recorded as earned on an
accrual basis. Cost is determined on an average-cost basis.
Risks and Uncertainties
The Plan provides for various investment options in any combination
of Envirodyne Industries, Inc. common stock and numerous pooled
investment accounts. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, it is
at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such
changes could materially affect participants' account balances and
the amounts reported in the statement of net assets available for
benefits.
Administrative Expenses
Expenses of the Plan other than brokerage commissions, which are
included in the cost of the investments and loan fees, which are
paid directly by the Plan, are paid by the Employer. Although the
Employer has elected to pay these expenses, it is not obligated to
do so. If the Employer ceases to pay all or part of these expenses
in the future, they will be paid by the Plan's trustee out of the
assets of the Plan.
Forfeitures
Forfeitures are recorded as a reduction to the aggregate Employer
contributions in the year they occur. For the year ended December
31, 1996, forfeitures amounted to $2,567.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - INVESTMENT PROGRAM
- ---------------------------
The Plan provides for investment election alternatives allowing
participant contributions to be invested in certain individual
programs as directed by each participant in 10% increments.
Participants may change their investment elections up to four times
a year as provided in the Plan. Employer contributions are invested
in the same proportion as the participants' contributions. The
investment options are as follows:
GUARANTEED LONG TERM - The assets of this account are invested in
a diversified portfolio of high quality, fixed income instruments
(primarily intermediate bonds and commercial mortgages within
Connecticut General's General Account). Principal and interest are
fully guaranteed by the Connecticut General Life Insurance Company.
The objective of the account is to provide stable returns and to
preserve the principal investment.
FIDELITY GROWTH ADVISOR - The assets of this account are
exclusively invested in the Fidelity Advisory Growth Opportunities
Fund which invests mostly in common stocks and also in preferred
stocks and bonds. This account seeks to provide long-term capital
appreciation.
FIDELITY PURITAN FUND - The assets of this account are exclusively
invested in the Fidelity Puritan Fund which invests in a
diversified portfolio of securities including stocks, bonds and
short-term investments. The objective of this account is to
preserve capital and provide current income while seeking long-term
growth of capital and income.
TWENTIETH CENTURY ULTRA - The assets of this account are
exclusively invested in the American Century-Twentieth Century
Ultra Fund which invests primarily in common stocks of companies
with accelerating earnings and revenues. This account seeks to
provide capital growth over time.
WARBURG GROWTH AND INCOME - The assets of this account are
exclusively invested in the Warburg Pincus Advisor Growth & Income
Fund which invests in dividend-paying equity securities, including
common stocks and other marketable securities as well as fixed
income securities. This account seeks to provide long-term capital
appreciation.
WARBURG INTERNATIONAL - The assets of this account are exclusively
invested in the Warburg Pincus Advisor International Equity Account
which invests primarily in common stocks, debt securities and
preferred stocks of companies based outside the United States. The
objective of the account is to achieve long-term capital
appreciation through international diversification.
LIFETIME 20 - The assets of this account are invested 80% in stocks
and 20% in bonds. The stocks accounts are CIGNA separate accounts
which invest in Fidelity Advisor Growth Opportunities, Warburg
Pincus Advisor Emerging Growth and Warburg Pincus Advisor
International Equity. The bond separate accounts are CIGNA Actively
Managed (Core) Fixed Income and CIGNA High Yield Bond fund. This
account seeks to provide long-term capital appreciation.
LIFETIME 30 - The assets of this account are invested 70% in stocks
and 30% in bonds. The stock accounts are CIGNA separate accounts
which invest in Fidelity Advisor Growth Opportunities, CIGNA Growth
& Income, Warburg Pincus Advisor Emerging Growth and Warburg Pincus
Advisor International Equity. The bond separate accounts are CIGNA
Actively Managed (Core) Fixed Income and CIGNA High Yield Bond
Fund. This account seeks to provide long-term capital appreciation.
LIFETIME 40 - The assets of this account are invested 65% in stocks
and 35% in bonds. The stock accounts are CIGNA separate accounts
which invest in Fidelity Advisor Growth Opportunities, CIGNA Growth
& Income, Vanguard Quantitative Portfolios, Warburg Pincus Advisor
Emerging Growth and Warburg Pincus Advisor International Equity.
The bond separate accounts are CIGNA Actively Managed (Core) Fixed
Income and CIGNA High Yield Bond Fund. This account seeks to
provide longer-term capital appreciation with a secondary emphasis
on income and capital stability.
LIFETIME 50 - The assets of this account are invested 55% in stocks
and 45% in bonds. The stock accounts are CIGNA separate accounts
which invest in Fidelity Advisor Growth Opportunities, CIGNA Growth
& Income, Vanguard Quantitative Portfolios, Warburg Pincus Advisor
Emerging Growth and Warburg Pincus Advisor International Equity.
The bond separate accounts are CIGNA Actively Managed (Core) Fixed
Income and CIGNA High Yield Bond Fund.
ENVIRODYNE STOCK FUND - The assets of the Envirodyne Stock Fund are
exclusively invested in Envirodyne Industries, Inc. Common Stock.
At December 31, 1996 and 1995, there were 455 and 435 participants,
respectively, invested in one or more of the Plan's investment
accounts. Following is the number of participants investing in
each account:
1996 1995
-------- --------
Guaranteed Long-Term 389 385
Fidelity Advisor Growth 118 108
Fidelity Puritan 134 135
20th Century Ultra 76 57
Warburg Growth & Income 80 78
Warburg International 94 96
Lifetime 20 28 24
Lifetime 30 47 41
Lifetime 40 29 24
Lifetime 50 19 20
Envirodyne Stock 25 -
The number of units and the net asset value per unit for each
account are as follows:
1996 1995
------------------ ------------------
Net Asset Net Asset
Number Value Number Value
of Units Per Unit of Units Per Unit
-------- -------- -------- --------
Guaranteed Long-Term 94,527 $ 29 92,000 $ 27
Fidelity Advisor Growth 14,519 48 12,614 41
Fidelity Puritan 24,202 21 21,834 19
20th Century Ultra 11,263 32 6,874 28
Warburg Growth & Income 22,821 16 24,493 17
Warburg International 16,422 23 16,311 21
Lifetime 20 6,602 14 5,110 13
Lifetime 30 10,252 14 8,165 13
Lifetime 40 6,416 14 5,491 13
Lifetime 50 11,519 14 14,358 12
Envirodyne Stock 66,702 6 N/A N/A
Participants may direct contributions to the Envirodyne Stock Fund
which invests in Envirodyne Industries, Inc. common stock, a
security of a participating employer. Investments in Envirodyne
Industries, Inc. common stock as of December 31, 1996 and 1995 were
$375,197 and $0, respectively. For the year ended December 31,
1996, income from Envirodyne Industries, Inc. common stock was $0;
net unrealized appreciation in fair value of Envirodyne Industries,
Inc. common stock was $29,195; and net realized gain from sale of
Envirodyne Industries, Inc. common stock was $1.
The following table presents the fair market value and book value
of the investments:
1996 1995
---------- ----------
Market Value $5,886,651 $4,759,982
Cost, net of previously recognized
appreciation and depreciation 5,631,695 4,275,224
---------- ----------
Net unrealized appreciation in fair
value of investments $ 254,956 $ 484,758
========== ==========
NOTE 4 - CONTRIBUTIONS
- ----------------------
Contributions to the Plan by Clear Shield National, Inc. and
Envirodyne Industries, Inc. are as follows:
Clear Shield Envirodyne
National, Inc. Industries, Inc. Total
------------- --------------- ----------
Employer $ 419,511 $ 38,241 $ 457,752
Participant 767,570 113,714 881,284
---------- -------- ----------
$1,187,081 $151,955 $1,339,036
========== ======== ==========
NOTE 5 - FEDERAL INCOME TAXES
- -----------------------------
The Plan sponsor has applied to the Internal Revenue Service for a
determination on whether the Plan is designed in accordance with
applicable sections of the Internal Revenue Code. The Plan
administrator believes that the Plan is designed and is currently
being operated in accordance with the applicable requirements of
the Internal Revenue Code, and that the Plan was qualified and the
related trust is tax-exempt as of December 31, 1996.
The following rules, among others, apply to distributions from the
Plan to participants under income tax laws in effect at December
31, 1996:
(i) A participant will not be subject to federal income
tax on Employer contributions or on the income or
gains realized on investments credited to his
account until such time as a distribution from the
Plan is paid or made available to him.
(ii) Upon the distribution to a participant of his
entire interest in the Plan within a single
calendar year, the total amount distributed, after
excluding the amount of the participant's
contributions, will be subject to federal income
tax as ordinary income in the year of distribution.
(iii) An additional tax equal to 10% of the taxable amount
will be imposed in most instances where the
distribution is payable to a recipient below the
age of 59-1/2 for reasons other than death,
disability, or to pay deductible medical expenses.
NOTE 6 - NET REALIZED GAIN FROM SALE OF INVESTMENTS
- ---------------------------------------------------
The net realized gain from sale of investments was computed as
follows:
1996
-----------
Proceeds from sale $ 1,894,846
Cost 1,680,944
-----------
Net realized gain $ 213,902
===========
<PAGE>
<PAGE>
NOTE 7 - INVESTMENTS REPRESENTING FIVE PERCENT OR MORE OF NET
ASSETS AVAILABLE FOR BENEFITS
- ---------------------------------------------------------------
Investments representing five percent or more of net assets available for plan
benefits were as follows:
<TABLE>
<CAPTION>
December 31, 1996
-----------------
Identity of Issue Description Value
- ---------------------------- --------------------------------- -------------
<S> <C> <C>
Connecticut General Life Ins. Guaranteed Long Term $2,708,060
Connecticut General Life Ins. Fidelity Advisor Growth Opp. 693,912
Connecticut General Life Ins. Fidelity Puritan 519,431
Connecticut General Life Ins. Twentieth Century Ultra 355,598
Connecticut General Life Ins. Warburg Pincus Growth & Income 369,875
Connecticut General Life Ins. Warburg Pincus International 382,156
Envirodyne Industries, Inc. Envirodyne Stock 375,197
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Identity of Issue Description Value
- ---------------------------- --------------------------------- -------------
<S> <C> <C>
Connecticut General Life Ins. Guaranteed Long Term $2,473,651
Connecticut General Life Ins. Fidelity Advisor Growth Opp. $514,894
Connecticut General Life Ins. Fidelity Puritan $411,237
Connecticut General Life Ins. Warburg Pincus Growth & Income $405,603
Connecticut General Life Ins. Warburg Pincus International $346,762
</TABLE>
<PAGE>
NOTE 8 - RECLASSIFICATIONS
- --------------------------
Certain 1995 amounts were reclassified to conform to the 1996
presentation.
NOTE 9 - PLAN TERMINATION
- -------------------------
The Employer reserves the right to alter, amend, or terminate the
Plan. In the event of Plan termination, participants will become
100% vested in their accounts. Presently, there is no intention on
the part of the Employer to terminate the Plan.
This information is an integral part of the accompanying financial
statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION
------------------------
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a) FORM 5500
December 31, 1996
Plan Name: Envirodyne Retirement Savings Plan
EIN: 95-2677354
Plan Number: 001
(a)
Asterisk if
party-in (b) Identity of issue, borrower, (e) Fair
Interest lessor or similar party (c) Description (d) Cost Value
- ---------- ---------------------------------- ----------------------------------------- ----------- -------------
<S> <C> <C> <C> <C>
* Connecticut General Life Ins. CIGNA Guaranteed Long Term Fund $2,708,059 $2,708,060
* Connecticut General Life Ins. Fidelity Advisor Growth Oppor. 559,479 693,912
* Connecticut General Life Ins. Fidelity Puritan Fund 420,593 519,431
* Connecticut General Life Ins. Twentieth Century Ultra Fund 305,980 355,598
* Connecticut General Life Ins. Warburg Pincus Growth & Income 356,760 369,875
* Connecticut General Life Ins. Warburg Pincus International Equity 327,556 382,156
* Connecticut General Life Ins. Lifetime 20 77,180 94,125
* Connecticut General Life Ins. Lifetime 30 119,078 144,466
* Connecticut General Life Ins. Lifetime 40 82,328 87,980
* Connecticut General Life Ins. Lifetime 50 140,375 155,851
* Envirodyne Industries, Inc. Envirodyne Industries, Inc. Common 346,001 375,197
* Connecticut General Life Ins. Cash Transaction Account (GST) 1,846 1,847
Outstanding Participant Loan 241,907
---------- ----------
$5,445,235 $6,130,404
========== ==========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d), FORM 5500
December 31, 1996
Plan Name: Envirodyne Retirement Savings Plan
EIN: 95-2677354
Plan Number: 001
<CAPTION>
(b) Current
value of
(a) Identity assets on
of party (b) Description (c) Purchase (d) Selling (g) Cost of transaction (i) Net gain
Involved of Asset Price Price Asset date or (loss)
- ------------ --------------------------------- --------------- --------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
CGLIC CIGNA Guaranteed Long Term Fund $1,473,324 Not Applicable $1,473,324 $1,473,324 $0
CGLIC CIGNA Guaranteed Long Term Fund Not Applicable $1,392,615 $1,392,615 $1,392,615 $0
CGLIC Fidelity Advisor Growth Opportunity $440,483 Not Applicable $440,483 $440,483 $0
CGLIC Fidelity Advisor Growth Opportunity Not Applicable $373,897 $298,940 $373,897 $74,957
CGLIC Fidelity Puritan Fund $176,578 Not Applicable $176,578 $176,578 $0
CGLIC Fidelity Puritan Fund Not Applicable $130,912 $108,219 $130,912 $22,693
CGLIC Twentieth Century Ultra Fund $327,947 Not Applicable $327,947 $327,947 $0
CGLIC Twentieth Century Ultra Fund Not Applicable $200,093 $176,871 $200,093 $23,222
CGLIC Warburg Pincus Growth & Income $327,360 Not Applicable $327,360 $327,360 $0
CGLIC Warburg Pincus Growth & Income Not Applicable $351,240 $330,536 $351,240 $20,704
CGLIC Warburg Pincus International $201,452 Not Applicable $201,452 $201,452 $0
CGLIC Warburg Pincus International Not Applicable $201,132 $175,592 $201,132 $25,540
CGLIC Lifetime 40 $351,361 Not Applicable $351,361 $351,361 $0
CGLIC Lifetime 40 Not Applicable $342,094 $329,354 $342,094 $12,740
CGLIC Lifetime 50 $207,005 Not Applicable $207,005 $207,005 $0
CGLIC Lifetime 50 Not Applicable $248,565 $222,494 $248,565 $26,071
Envirodyne Industries, Inc.
Common Stock $346,058 Not Applicable $346,058 $346,058 $0
Envirodyne Industries, Inc.
Common Stock Not Applicable $57 $56 $57 $0
</TABLE>
