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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENVIRODYNE INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
294037205
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 19, 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 disclosures
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).
Continued on the Following Pages)
Page 1 of 13 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
689,050
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
689,050
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
689,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.735%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
447,900
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
447,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
447,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.078%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware
corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
447,900
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
447,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
447,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.078%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
This statement is filed pursuant to Rule 13d-2(a)
with respect to securities beneficially owned by the reporting
persons specified herein as of July 3, 1997 and amends and
supplements the Schedule 13D dated January 23, 1997 (the
"Schedule 13D"). Except as set forth herein, the Schedule 13D
is hereby restated in its entirety.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase,
sell, trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Singer's principal occupation or employment is
that of serving as general partner of Elliott and
Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present
principal occupation or employment of the general
partners of Braxton LP are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York 10019General partner
of Elliott and
Braxton LP and
President of
Martley
<PAGE>
Braxton Associates,712 Fifth Avenue
Inc. 36th Floor
New York, New York 10019The principal
business of
Braxton
Associates,
Inc. is serving
as general
partner of
Braxton LP
The name, business address, and present
principal occupation or employment of each director
and executive officer of Braxton Associates, Inc.
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019
<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase,
sell, trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME: Hambledon, Inc.
ADDRESS:Hambledon, Inc.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
OCCUPATION: The principal business of Hambledon is serving
as general partner of Westgate.
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, NY 10019 Braxton LP and
President of
Martley
<PAGE>
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and Braxton
New York, NY 10019 LP and President
of Martley
(d) and (e) During the last five years, none of
the persons or entities above has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is 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 violation with respect
to such laws.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin account maintained at Merrill $4,597,438.10
Lynch, Pierce, Fenner and Smith Inc.
The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin account maintained at Merrill $981,745.07
Lynch, Pierce, Fenner and Smith Inc.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common
Stock beneficially owned by it in the ordinary course of its
trade or business of purchasing, selling, trading and
investing in securities. Martley has acted as investment
manager with respect to Westgate's acquisition of beneficial
ownership of Common Stock.
Depending upon market conditions and other factors
that it may deem material, each of Elliott and Westgate may
purchase additional Common Stock or related securities or may
dispose of all or a portion of the Common Stock or related
securities that it now beneficially owns or may hereafter
acquire.
Except as set forth below, none of Elliott,
Westgate or Martley has any plans or proposals which relate to
or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
Elliott recently sent a letter to the Board of
=Directors on behalf of Elliott and Westgate commenting on a
recent acquisition proposal by Messrs. Heisley and Kelly. A
copy of this letter is attached as Exhibit B.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott owns 689,050 shares of Common Stock,
representing 4.735% of the outstanding shares of Common Stock.
Westgate owns 447,900 shares of Common Stock,
representing 3.078% of the outstanding shares of Common Stock.
(b) Elliott has the power to vote or direct the
vote of, and to dispose or direct the disposition of, the
Common Stock beneficially owned by it.
Westgate has the shared power with Martley to vote
or direct the vote of, and to dispose or direct the
disposition of, the Common Stock owned by Westgate.
Information regarding each of Westgate and Martley for the
purposes of subparagraph (b) of this Item 5 is set forth in
Item 2 above and expressly incorporated by reference herein.
(c) The following transactions were effected by
Elliott during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) (exclusive of commissions)
5/8/97 Common Stock 1,000 $ 6.125
5/14/97 Common Stock (3,000) $ 6.875
5/16/97 Common Stock 3,000 $ 6.75
5/21/97 Common Stock (1,000) $ 7.50
5/21/97 Common Stock (1,000) $ 7.625
5/21/97 Common Stock 5,000 $ 7.375
5/29/97 Common Stock 2,500 $ 7.250
6/3/97 Common Stock 2,000 $ 7.125
6/9/97 Common Stock (1,900) $ 7.250
6/12/97 Common Stock 2,500 $ 8.125
All transactions in Common Stock were effected by
Elliott in over-the-counter transactions in New York.
The following transactions were effected by
Westgate during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) (exclusive of commissions)
5/14/97 Common Stock (2,000) $ 6.875
5/16/97 Common Stock 3,000 $ 6.75
5/23/97 Common Stock (300) $ 7.625
6/3/97 Common Stock 2,000 $ 7.125
6/9/97 Common Stock (1,200) $ 7.250
6/12/97 Common Stock 500 $ 8.125
All transactions in Common Stock were effected by
Westgate in over-the-counter transactions in New York.
(d) No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.
No person other than Westgate has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibit
Exhibit A - Joint Filing Agreement
Exhibit B - Letter, dated June 19, 1997, from
Elliott Associates, L.P. to Board of Directors of Issuer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: ELLIOTT ASSOCIATES, L.P.
July 3, 1997
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment
No. 1 to Schedule 13D with respect to the Common Stock of
Envirodyne Industries, Inc., dated July 3, 1997, is, and any
further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-2(a)
under the Securities Exchange Act of 1934, as amended.
Dated as of: July 3, 1997
ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
By:/s/ Paul E. Singer By: Martley International,
Paul E. Singer Inc.,
General Partner as Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
ELLIOTT ASSOCIATES, L.P.
712 Fifth Avenue
New York, New York 10019
Tel: (212) 506-2999
Fax: (212) 974-2092
June 19, 1997
Board of Directors
c/o Stephen M. Schuster, Esq.
Envirodyne Industries Inc.
701 Harger Road
Suite 190
Oak Brook, IL 60521
Gentlemen:
I am writing on behalf of Elliott Associates,
L.P. and its associated fund, Westgate International, L.P.,
which in the aggregate own approximately 7.8% of Envirodyne's
common stock. While we reserve judgment on whether and at
what price Envirodyne should be sold, we welcome the interest
that Messrs. Heisley and Kelly (the "Bidders") have shown and
encourage the Board to evaluate their recent acquisition
proposal constructively and critically. In this regard, we
request that you keep in mind the following observations.
First, the Board's special committee that is
considering the Bidders' proposal should (i) retain its own
legal and financial advisors that are truly independent of
both the Bidders and management and (ii) actively solicit and
evaluate competing acquisition proposals. These safeguards
are commonly employed and are especially important where, as
here, one of the Bidders is a director and the other is
associated with the CEO. This is by no means intended to
reflect negatively on either the Bidders or management but
rather to state the obvious - that the process should be
conducted with complete fairness and be designed to maximize
the value to shareholders.
Second, the Bidders' proposal does not come
close to fairly valuing Envirodyne inclusive of its patent
lawsuit. The likely debate over how to value that suit could
be avoided by spinning the litigation off to shareholders via
a litigation trust or litigation certificates, as has been
done in a number of other instances. A variant on this idea
would be to give shareholders the choice between receiving an
incremental cash amount or a share of the litigation recovery,
in addition to some base cash value for the business.
Spinning off the litigation would have the added benefit of
making it easier for outsiders to submit competing bids for
the Company, since outsiders lack the present Bidders'
extensive familiarity with the litigation.
Third, just as the litigation should not be
undervalued in a merger agreement, so too it should not be
undervalued at the settlement table. We would object to any
settlement of the patent suit that is reached as an expedient
to permit the sale of the business. A settlement should stand
on its own, without regard to the desire to sell the business.
Here again, spinning off the litigation may permit its value
to be optimized without delaying or impeding an otherwise
sensible sale of the business.
Fourth, the Bidders' proposal appears to
contemplate that Envirodyne enter into a break-up fee
arrangement even before a definitive merger agreement is
entered into. It would be inexcusable for Envirodyne to enter
into such an arrangement before the Bidders themselves are
firmly committed to an acquisition through a fully executed
merger agreement with financing in place entered into at the
completion of a professionally managed auction.
Thank you for your consideration of our views.
Very truly yours,
Mark D. Brodsky
