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PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)
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ENVIRODYNE INDUSTRIES, INC.
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION:
Nasdaq Small Cap: EDYN MEDIA: INVESTORS:
May 12, 1997 Jeff Zilka Stephen M. Schuster or
(312) 255-3048 Gordon S. Donovan
(630) 575-2400
ENVIRODYNE RECEIVES PROXY CONTEST ENDORSEMENT
FROM LEADING SHAREHOLDER ADVISORY FIRM
OAK BROOK, Ill. -- May 12 -- Envirodyne Industries, Inc. (Nasdaq
Small Cap: EDYN) reported today that Institutional Shareholder Services
(ISS) has recommended that its clients vote for Envirodyne's slate of
directors and against Zapata Corporation's proposal to remove the
stockholder rights plan at the company's annual meeting set for Friday, May
16, 1997.
Institutional Shareholder Services, based in Bethesda, Maryland, is
recognized as the leading independent institutional advisor on proxy
contests, corporate governance and related issues. The ISS recommendation,
which was sent to its clients on May 9, said:
"We agree with management in that it appears that Zapata's primary
reason for engaging in a proxy contest with Envirodyne is to allow Zapata
to gain majority control of the company without having to make a takeover
offer for the whole company. There are no disputes among the company and
Zapata regarding the adequacy of the company's past performance or its
future direction. We find it difficult to support the Zapata nominees when
their only objection with management and the board is the fact that a
poison pill was enacted in order to prevent Zapata from increasing its
ownership in the company."
Add One ISS
In recommending that its clients vote for the Envirodyne slate of
directors, and against the Zapata nominees, ISS noted that "even without
seats on the board, Zapata has the power to exert significant influence
over the company due to its voting power."
Zapata, Envirodyne's largest stockholder, is led by Malcolm Glazer,
Zapata's chairman and largest shareholder. Glazer and his son, Avram, both
currently directors of Envirodyne, were not nominated for reelection by the
company.
In recommending a vote against the Zapata non-binding proposal to
remove Envirodyne's stockholder rights plan, ISS said that while it
generally opposes such plans, Envirodyne's plan is "warranted in this case
given the company's specific circumstances."
F. Edward Gustafson, Envirodyne chairman of the board, president
and chief executive officer, said, "we are pleased that ISS's independent
recommendation matches our own views on these issues. ISS provides a source
for stockholders, both big and small, who are looking for the
recommendation of a neutral third party, well-experienced in these issues,
to guide their vote."
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. The
company recently reported operating income of $39.7 million for the year
ended December 26, 1996 on net sales of $651.4 million.
