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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 23, 1997
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ENVIRODYNE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5485 95-2677354
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(State or other jurisdiction of (Commission (I.R.S.
incorporation or organization) File No.) Employer
Identification
No.)
701 Harger Road, Suite 190, Oak Brook, Illinois 60521
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-8800
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Page 1 of 5 Pages
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Item 5. - Other Events
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On June 23, 1997, Envirodyne Industries, Inc. ("Envirodyne")
announced that the independent committee of the Board of Directors
responded to an offer from HK Acquisitions Corporation to acquire
Envirodyne. Robert N. Dangremond, the chairman of the special
committee, informed HK Acquisitions that the independent committee
determined that the offer by HK Acquisitions was unacceptable and
not in the best interests of stockholders. A copy of the press
release relating to Envirodyne's response is attached hereto as
Exhibit 99.
Item 7. - Financial Statements and Exhibits
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(c) Exhibits
EX-99 Press release dated June 23, 1997.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ENVIRODYNE INDUSTRIES, INC.
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Registrant
By: /S/ Gordon S. Donovan
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Gordon S. Donovan
Vice President, Chief
Financial Officer and
Treasurer
June 24, 1997
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Exhibit No. Description of Exhibits Page
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EX-99 Press release dated June 23, 1997.
FOR IMMEDIATE RELEASE For Additional Information contact:
Nasdaq SmallCap: EDYN S.M. Schuster or G.S. Donovan
(630) 575-2400
ENVIRODYNE INDEPENDENT COMMITTEE
FINDS HK ACQUISITIONS' OFFER UNACCEPTABLE
Oak Brook, Illinois, June 23, 1997 - Envirodyne Industries, Inc.
(Nasdaq SmallCap: EDYN) today announced that the independent
committee of the Board of Directors has responded to an offer from
HK Acquisitions Corporation to acquire Envirodyne. Robert N.
Dangremond, the chairman of the independent committee, informed HK
Acquisitions that the independent committee determined that the
offer by HK Acquisitions was unacceptable and not in the best
interests of stockholders.
As previously reported, on June 11, 1997, Envirodyne received an
offer from HK Acquisitions to acquire Envirodyne for $8.50 per
share in cash, subject to negotiation and execution of a definitive
merger agreement. The offer is contained in a proposed letter
agreement which provides that if the letter agreement is terminated
under certain circumstances relating to an alternative acquisition
transaction, Envirodyne would be obligated to pay to HK
Acquisitions a fee of $10 million.
Envirodyne has major interests in food packaging and the food
supplies industry, operating through three subsidiaries -- Viskase
Corporation, Clear Shield National, Inc. and Sandusky Plastics,
Inc.
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