<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
ENVIRODYNE INDUSTRIES, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[ x ] No fee required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------
5) Total fee paid:
------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form of Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------
3) Filing Party:
--------------------------------------------
4) Date Filed:
--------------------------------------------
<PAGE>
<PAGE> 2
ENVIRODYNE INDUSTRIES, INC.
6855 W. 65th Street
Chicago, Illinois 60638
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 27, 1998
To the Stockholders of Envirodyne Industries, Inc.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of
Stockholders (the "Annual Meeting") of Envirodyne Industries,
Inc., a Delaware corporation ("Envirodyne" or the "Company"),
will be held on Thursday, August 27, 1998, at 9:00 a.m. local
time, at the Oak Brook Hills Resort & Conference Center, Court F,
3500 Midwest Road, Oak Brook, Illinois, for the following
purposes:
(1) To elect six (6) directors to serve until the 1999
Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified;
(2) To ratify the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for the fiscal year
ending December 31, 1998;
(3) To vote upon a stockholder proposal set forth in the
accompanying Proxy Statement; and
(4) To transact such other business as may properly come
before the Annual Meeting or any adjournment or postponement
thereof.
The Board of Directors of the Company has set the close of
business on June 29, 1998 as the record date (the "Record Date")
for the Annual Meeting. Only holders of Envirodyne's common
stock, $.01 par value, at the close of business on the Record
Date are entitled to notice of, and to vote at, the Annual
Meeting. The stock transfer books of the Company will not be
closed following the Record Date. For a period of ten (10) days
prior to the Annual Meeting, a complete list of stockholders
entitled to vote at the Annual Meeting will be available for
examination at the Company's offices, during normal business
hours, by any Envirodyne stockholder for any purpose germane to
the Annual Meeting.
It is important that your shares be voted at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting in
person, you are urged to complete, date and sign the accompanying
proxy card and return it promptly in the enclosed postage-paid
envelope to ensure that your shares are represented and voted in
accordance with your wishes. You may revoke your proxy by
following the procedures set forth in the accompanying Proxy
Statement. If you so choose, you may still vote in person at the
Annual Meeting even though you previously submitted your proxy.
By order of the Board of Directors,
Stephen M. Schuster
Vice President, General Counsel
and Secretary
Chicago, Illinois
July 20, 1998
<PAGE>
<PAGE> 3
ENVIRODYNE INDUSTRIES, INC.
6855 W. 65th Street
Chicago, Illinois 60638
- ------------------------------------------------------------
PROXY STATEMENT
- -------------------------------------------------------------
This Proxy Statement and the accompanying proxy card are
being furnished in connection with the solicitation of proxies by
and on behalf of the Board of Directors (the "Board of
Directors") of Envirodyne Industries, Inc., a Delaware
corporation ("Envirodyne" or the "Company"), for use at the 1998
Annual Meeting of Stockholders of the Company (the "Annual
Meeting"). The Annual Meeting will be held on Thursday, August
27, 1998, at 9:00 a.m. local time, at the Oak Brook Hills Resort
& Conference Center, Court F, 3500 Midwest Road, Oak Brook,
Illinois. This Proxy Statement and the accompanying proxy card
will be mailed to the holders of Envirodyne's common stock, $.01
par value (the "Common Stock"), on or about July 20, 1998.
Stockholders of the Company represented at the Annual
Meeting will consider and vote upon (i) the election of six (6)
directors to serve until the 1999 Annual Meeting of Stockholders
of the Company or until their respective successors are duly
elected and qualified, (ii) the ratification of the appointment
of PricewaterhouseCoopers LLP as the Company's independent
accountants for the fiscal year ending December 31, 1998, (iii) a
stockholder proposal as set forth herein, and (iv) such other
business as may properly come before the Annual Meeting.
VOTING RIGHTS AND QUORUM
The record date set by the Board of Directors for the
determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting was the close of business on June 29, 1998
(the "Record Date"). Only holders of record of Common Stock at
the close of business on the Record Date are entitled to notice
of, and to vote at, the Annual Meeting. As of the Record Date,
there were 14,836,444 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of the holders
of a majority of the shares of Common Stock entitled to vote at
the Annual Meeting is necessary to constitute a quorum for the
conduct of business at the Annual Meeting.
In the election of directors, each share of Common Stock is
entitled to cast one vote for each director to be elected;
cumulative voting is not permitted. Nominees for director
receiving the affirmative vote of a plurality of shares of Common
Stock present in person or by proxy and entitled to vote at the
Annual Meeting will be elected as directors. For all matters
except the election of directors, each share of Common Stock is
entitled to one vote. The affirmative vote of a majority of
Common Stock present in person or by proxy and entitled to vote
at the Annual Meeting is required for each of the other matters
submitted to the stockholders for approval or ratification. A
"broker non-vote" is a vote withheld by a broker on a particular
matter in accordance with stock exchange rules because the broker
has not received instructions from the customer for whose account
the shares are held. Abstentions, directions to withhold
authority and broker non-votes will be treated as present for
determining a quorum. Abstentions, directions to withhold
authority and broker non-votes will have no effect on the
election of directors. On all other matters, abstentions will
have the effect of a negative vote, and broker non-votes will
have no effect.
<PAGE>
<PAGE> 4
PROXY SOLICITATION
This proxy solicitation is being made by and on behalf of
the Board of Directors. The cost of soliciting proxies and
preparing the proxy materials will be borne by the Company. The
Company has retained the services of Morrow & Co., Inc.
("Morrow") to assist it in soliciting proxies for a fee of
approximately $3,500 plus reimbursement of out-of-pocket
expenses. The Company will also request securities brokers,
custodians, nominees and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock held of record
by them and will reimburse them for their reasonable
out-of-pocket expenses in forwarding such solicitation material.
The Board of Directors has selected F. Edward Gustafson and
Stephen M. Schuster to act as proxies, with full power of
substitution. Unless otherwise directed in the accompanying
proxy, the persons named therein will vote FOR the election of
the six (6) director nominees listed below, FOR the ratification
of the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending December 31,
1998 and FOR the approval of the stockholder proposal set forth
herein. As to any other business which may properly come before
the Annual Meeting, the persons designated as proxies on the
enclosed proxy card will vote in accordance with their judgment
on such matters. Any stockholder executing a proxy may revoke the
proxy at any time before it is voted by filing with the Secretary
of the Company a revoking instrument or a duly executed proxy
bearing a later date. Any stockholder may attend the Annual
Meeting and vote in person whether or not the stockholder has
previously given a proxy.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting. The
persons named below have been designated by the Board of
Directors as nominees for election as directors for a term
expiring at the Annual Meeting of Stockholders in 1999. If any
nominee is not available for election at the Annual Meeting, the
proxies will be voted for an alternate selected by the Board of
Directors (unless authority is withheld), or the Board of
Directors may elect not to fill the vacancy and reduce the number
of directors. The Board of Directors believes that all of its
present nominees will be available for election at the Annual
Meeting and will serve if elected.<PAGE>
<PAGE> 5
Nominees for Directors. The following sets forth information
----------------------
with respect to nominees for election as directors at the Annual Meeting.
Name Age Principal Occupation
--------- ----- -----------------------------------
Robert N. Dangremond 55 Mr. Dangremond has been a principal
with Jay Alix & Associates, a
consulting and accounting firm
specializing in corporate
restructurings and turnaround
activities, since August 1989. Since
June 1998, Mr. Dangremond has served
as Restructuring Officer of Zenith
Electronics Corporation, a
manufacturer of televisions
("Zenith"). From December 1997 to
June 1998, Mr. Dangremond held the
position of Chief Financial Officer
of Zenith. From August 1995 to
January 1998, Mr. Dangremond held
the positions of interim Chief
Executive Officer and President of
Forstmann & Company, Inc.
("Forstmann"), a producer of
clothing fabrics. Mr. Dangremond
was Chairman of the Board, President
and Chief Executive Officer of AM
International, Inc. ("AMI"), a
provider of graphics arts equipment,
supplies and services, from February
1993 to September 1994. Mr.
Dangremond is also a director of
AMI. Mr. Dangremond has served as a
director of the Company since 1993.
Mr. Dangremond's appointments as
Restructuring Officer and Chief
Financial Officer of Zenith, as
interim Chief Executive Officer and
President of Forstmann and as
Chairman of the Board, President and
Chief Executive Officer of AMI, were
made in connection with turnaround
consulting services provided by Jay
Alix & Associates. On May 17, 1993,
AMI filed a petition under Chapter
11 of the United States Bankruptcy
Code (the "Bankruptcy Code"), and on
September 29, 1993, a plan of
reorganization was confirmed with
respect to AMI. On September 22,
1995, Forstmann filed a petition
under Chapter 11 of the Bankruptcy
Code. In July 1997, Forstmann
consummated a plan of reorganization
and emerged from bankruptcy.<PAGE>
<PAGE> 6
Name Age Principal Occupation
--------- ----- -----------------------------------
Avram A. Glazer 37 Mr. Glazer has served as the
President and Chief Executive
Officer of Zapata Corporation, a
marine protein, food service and
Internet properties company, since
March 1995 and as Chairman of the
Board of Omega Protein Corporation
("Omega"), a marine protein
company, since January 1998. Prior
to that time, Mr. Glazer was
employed by, and worked on behalf
of, Malcolm I. Glazer and a number
of entities owned and controlled by
Malcolm I. Glazer. Mr. Glazer
served as Vice President of First
Allied Corporation ("First
Allied"), an investment company,
from 1985 through 1995. He is a
director of Zapata Corporation,
Omega and Specialty Equipment
Companies, Inc. ("Specialty"), a
food services equipment
manufacturer. Avram A. Glazer is
the son of Malcolm I. Glazer.
Malcolm I. Glazer 69 Mr. Glazer has been a self-employed
private investor, whose diversified
portfolio consists of investments
in television broadcasting,
restaurant equipment, food services
equipment, health care, banking,
real estate, stocks, government
securities and corporate bonds, for
more than the past five (5) years.
He is also the owner of the Tampa
Bay Buccaneers, a National Football
League franchise. Mr. Glazer has
been President and Chief Executive
Officer of First Allied since 1984.
He is the Chairman of the Board of
Directors of Zapata Corporation. He
is also a director of Specialty and
Omega. Malcolm I. Glazer is the
father of Avram A. Glazer.
<PAGE>
<PAGE> 7
Name Age Principal Occupation
--------- ----- -----------------------------------
F. Edward Gustafson 56 Mr. Gustafson has been Chairman of
the Board, President and Chief
Executive Officer of the Company
since March 1996 and a director of
the Company since 1993. Mr.
Gustafson has also been the
President and Chief Executive
Officer of Viskase Corporation, a
wholly owned subsidiary of the
Company, since June 1998. Mr.
Gustafson was Executive Vice
President and Chief Operating
Officer of the Company from May
1989 to March 1996 and President of
Viskase Corporation from February
1990 to August 1994. Mr. Gustafson
has also served as Executive Vice
President and Chief Operating
Officer of D.P. Kelly & Associates,
L.P., a management services and
private investment firm, since
November 1988.
On January 7, 1993, Envirodyne and
its major domestic subsidiaries
filed petitions under Chapter 11 of
the Bankruptcy Code. On December
31, 1993, Envirodyne and the debtor
subsidiaries consummated a plan of
reorganization and emerged from
bankruptcy. Mr. Gustafson is
Executive Vice President of Emerald
Acquisition Corporation
("Emerald"), the former parent
company of Envirodyne. On August
20, 1993, Emerald filed a petition
under Chapter 11 of the Bankruptcy
Code. In March 1998, the bankruptcy
petition was dismissed by the
Bankruptcy Court.
Gregory R. Page 46 Mr. Page has been President of the
Red Meat Group of Cargill, Inc.
("Cargill"), a multinational trader
and processor of foodstuffs and
other commodities, since August
1995. From 1994 to August 1995, Mr.
Page was President of Cargill's
Worldwide Beef Operations. From
1992 to 1994, Mr. Page was
President of Cargill's North
American Beef Operations. Mr. Page
has served as a director of the
Company since 1993.
<PAGE>
<PAGE> 8
Name Age Principal Occupation
--------- ----- -----------------------------------
Mark D. Senkpiel 46 Mr. Senkpiel has been Senior Vice
President of Trust Company of the
West, an investment management
firm, since January 1996.
Previously, Mr. Senkpiel was for
more than five (5) years Investment
Director of the Investment
Management Division of Allstate
Corporation, a property, liability
and life insurance company. Mr.
Senkpiel has served as a director
of the Company since 1993.
Pursuant to a letter agreement, dated July 9, 1998, between
the Company, Zapata Corporation and Messrs. Glazer and Glazer,
the Board of Directors of the Company agreed to use its
reasonable efforts to elect Messrs. Glazer and Glazer to the
Board of Directors at the Annual Meeting and Zapata Corporation
and Messrs. Glazer and Glazer each agreed, until the earlier of
one (1) year from the date of the letter agreement or the date on
which Zapata Corporation owns more than 50% of the then
outstanding shares of Common Stock, (i) to cause all shares of
Common Stock beneficially owned by it or them to be voted for the
director candidates nominated by the Board of Directors (assuming
such candidates include Messrs. Glazer and Glazer) and (ii) not
to take any action to change the membership of the Board of
Directors.
The Board of Directors recommends a vote FOR the election of
------------------------------------------------------------
each of the nominees listed above, and each proxy will be voted
- ---------------------------------------------------------------
FOR such nominees (unless the stockholder executing such proxy
- --------------------------------------------------------------
has withheld authority).
- -----------------------
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
-----------------------------------------------------
In fiscal year 1997, the Board of Directors met eight (8)
times. Also during fiscal year 1997, the Audit Committee met
once, the Compensation and Nominating Committee met three (3)
times and the Interested Person Transaction Committee met three
(3) times. Each director participated in at least 75% of the
total number of such meetings of the Board of Directors and
meetings of committees of the Board of Directors on which he
served.
The Board of Directors has established the following
standing committees:
Audit Committee. The principal responsibilities of the Audit
---------------
Committee are to review and recommend to the Board of Directors
the selection of the Company's independent accountants; to review
with the independent accountants the scope and results of the
annual audit engagement and the system of internal accounting
controls; and to direct and supervise special audit inquiries.
The current members of the Audit Committee are Mark D. Senkpiel,
Chairman and Gregory R. Page.
Compensation and Nominating Committee. The principal
-------------------------------------
responsibilities and authority of the Compensation and Nominating
Committee are to review and approve certain matters involving
executive compensation; to review and approve grants of stock
options and stock appreciation rights under the Company's stock
option plan; to review and recommend adoption of or revisions to
compensation plans and policies; and to review and make
recommendations to the Board of Directors regarding such matters
as the size and composition of the Board of Directors, criteria
for director nominations, director candidates, including
stockholder nominations, and such other related matters as the
Board of Directors may request from time to time. The
Compensation and Nominating Committee will consider nominees
recommended by the Company's stockholders. Any such
recommendation should be addressed to: Corporate Secretary,
Envirodyne Industries, Inc., 6855 W. 65th Street, Chicago,
Illinois 60638. See "Stockholder Proposals for 1999 Annual
Meeting" for procedures with respect to nominations by
stockholders. The current members of the Compensation and
Nominating Committee are Robert N. Dangremond, Chairman, and
Gregory R. Page.
Interested Person Transaction Committee. The principal
---------------------------------------
responsibilities of the Interested Person Transaction Committee
are to review and evaluate any transaction with an "Interested
Person" (as defined in the Company's Amended and Restated By-
Laws) and make a recommendation as to what action, if any, should
be taken by the Board of Directors with respect to such
transaction. The current members of the Interested Person
Transaction Committee are Robert N. Dangremond, Chairman, Gregory
R. Page and Mark D. Senkpiel.
The Board of Directors may from time to time establish other
committees to assist it in the discharge of its responsibilities.
<PAGE>
<PAGE> 9
SECURITY OWNERSHIP
------------------
The following table sets forth the beneficial ownership of Common
Stock as of June 30, 1998 of (a) each person or group of persons known
to the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (b) each director and nominee for director of
the Company, (c) each executive officer of the Company listed in the
Summary Compensation Table below, and (d) all executive officers and
directors of the Company as a group. All information is taken from or
based upon ownership filings made by such persons with the Securities
and Exchange Commission or upon information provided by such persons
to the Company.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned (1) of Class (1)
----------------------------------- ----------------------- ------------
<S> <C> <C>
Malcolm I. Glazer............................... 5,887,581 (2) 39.67%
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Zapata Corporation.............................. 5,877,304 39.60%
P.O. Box 4240
Houston, Texas 77210
Donald P. Kelly................................. 2,194,501 (3)(4) 14.66%
701 Harger Road, Suite 190
Oak Brook, Illinois 60638
F. Edward Gustafson............................. 1,608,853 (4)(5) 10.80%
6855 W. 65th Street
Chicago, Illinois 60638
Volk Enterprises, Inc........................... 1,300,000 8.76%
1230-1232 South Avenue
Turlock, California 95380
Elliott Associates, L.P......................... 1,136,950 (6) 7.66%
Martley International, Inc.
Westgate International, L.P.
712 Fifth Avenue, 36th Floor
New York, New York 10019
Robert N. Dangremond............................ 21,919 (6) *
Gordon S. Donovan............................... 49,851 (7) *
Avram A. Glazer................................. 10,277 *
Gregory R. Page................................. 21,149 (6) *
Stephen M. Schuster............................. 99,029 (8) *
Mark D. Senkpiel................................ 35,894 (6)(9) *
All directors and executive officers of the
Company as a group (7 persons)............... 1,836,695 (10) 12.27%
_________________________
<FN>
* Less than 1%.
(1) Beneficial ownership is calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder. Accordingly, the "Number of Shares
Beneficially Owned" and the "Percent of Class" shown for each
person listed in the table are based on the assumption that both
stock options which are exercisable currently or within 60 days
of June 30, 1998 and warrants to purchase Common Stock
("Warrants") which are all currently exercisable, held by such
person, have been exercised. Unless otherwise indicated, the
persons listed in the table have sole voting and investment
power over those securities listed for such person.
(2) The ownership indicated includes 5,877,304 shares owned by
Zapata Corporation ("Zapata"), which shares may be deemed to be
beneficially owned by Mr. Glazer because Mr. Glazer is the
Chairman of the Board of Zapata and may be deemed to be a
controlling stockholder of Zapata. Mr. Glazer disclaims
beneficial ownership of such shares.
(3) The ownership indicated includes Warrants to purchase 119,809
shares owned by Mr. Kelly.
(4) The ownership indicated includes 70,287 shares and Warrants to
purchase 4,405 shares owned by D.P. Kelly & Associates, L.P.
("DPK"), of which Mr. Kelly and Mr. Gustafson are principals and
officers. The general partner of DPK is C&G Management Company,
Inc. ("C&G Management"), which is owned by Mr. Kelly and Mr.
Gustafson. The ownership indicated also includes 1,300,000
shares owned by Volk Enterprises, Inc. ("Volk"). Volk is
controlled by Volk Holdings L.P., whose general partner is
Wexford Partners I L.P. ("Wexford Partners"). The general
partner of Wexford Partners is Wexford Corporation, which is
owned by Mr. Kelly and Mr. Gustafson. Mr. Kelly and Mr.
Gustafson share voting and investment power over the shares and
Warrants owned by DPK and Volk. However, Mr. Kelly and Mr.
Gustafson each disclaim beneficial ownership of shares and
Warrants owned by DPK and Volk except to the extent of their
respective pecuniary interest in such entities.
(5) The ownership indicated includes 35,000 shares and 7,928 shares
subject to stock options and Warrants, respectively, owned by
Mr. Gustafson. The ownership indicated also includes 70,619
shares and Warrants to purchase 4,405 shares owned by Mr.
Gustafson's spouse. Mr. Gustafson does not have or share voting
or investment power over the shares and Warrants owned by his
spouse and disclaims beneficial ownership of such shares and
Warrants.
(6) The ownership indicated includes 4,000 shares subject to stock
options owned by each non-employee director.
(7) The ownership indicated includes 35,000 shares subject to stock
options owned by Mr. Donovan, 3,000 shares owned jointly by Mr.
Donovan and his spouse, with whom Mr. Donovan shares voting and
investment power over such shares, and 1,000 shares owned by Mr.
Donovan's spouse. Mr. Donovan does not have or share voting
power over the 1,000 shares owned by his spouse but shares
investment power over those shares with his spouse. Mr. Donovan
disclaims beneficial ownership of such shares.
(8) The ownership indicated includes 38,166 shares subject to stock
options owned by Mr. Schuster and 20,104 shares owned by Mr.
Schuster's spouse. Mr. Schuster does not have or share voting or
investment power over the shares owned by his spouse and
disclaims beneficial ownership of such shares.
(9) The ownership indicated includes 3,000 shares held by Mr.
Senkpiel as custodian for accounts of his minor children under
the Uniform Gifts to Minors Act. Mr. Senkpiel disclaims
beneficial ownership of such shares.
(10) See Footnotes (4), (5), (6), (7), (8) and (9).
</TABLE>
<PAGE>
<PAGE> 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who beneficially own more than 10% of the Company's
outstanding Common Stock to file reports of ownership and changes in
ownership of Common Stock with the Securities and Exchange Commission,
NASDAQ and the Company. Based upon a review of relevant filings and written
representations from the Company's officers, directors, and persons who own
more than 10% of the Company's Common Stock, the Company believes that all
required filings by such persons with respect to the year ended December
25, 1997 have been made on a timely basis except that each of the following
reporting persons failed to file one report each with respect to four
transactions on a timely basis: Mr. Malcolm I. Glazer and Mr. Avram A.
Glazer.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
------------------------------------------------
Compensation of Directors. Each director who is not an officer of
-------------------------
the Company received an annual retainer of $20,000 in 1997 and a fee of
$1,000 for each attended meeting of the Board of Directors. Chairmen of
committees (other than the Interested Person Transaction Committee) of the
Board of Directors received an annual retainer of $1,500 in 1997. Directors
also received a fee for each attended meeting of a committee of the Board
of Directors (other than the Interested Person Transaction Committee) of
$1,000 ($500 in the case of committee meetings occurring immediately before
or after meetings of the full Board of Directors). Members of the
Interested Person Transaction Committee received a fee of $20,000 in 1997.
Directors who are officers of the Company do not receive compensation in
their capacity as directors. Pursuant to Envirodyne Industries, Inc. 1993
Stock Option Plan, as amended, on the date of the 1997 Annual Meeting of
Stockholders, non-employee directors were granted a stock option to
purchase 1,000 shares of Common Stock at an option exercise price equal to
the fair market value of the Common Stock on the date of grant. Pursuant to
the Non-Employee Directors' Compensation Plan, non-employee directors may
elect to receive their director fees in the form of shares of Common Stock.
The number of shares received is based on the average of the closing bid
and asked price of the Common Stock on the business day preceding the date
the Common Stock is issued. All of the non-employee directors have elected
to receive their director fees in the form of shares of Common Stock.
Compensation Committee Interlocks and Insider Participation. The
-----------------------------------------------------------
Compensation and Nominating Committee of the Board of Directors consists of
Messrs. Dangremond and Page, each of whom is a non-employee director of the
Company. Mr. Page is the President of the Red Meat Group of Cargill, Inc.
In fiscal year 1997, Viskase Corporation, a wholly owned subsidiary of the
Company, had sales of $21,825,000 made in the ordinary course to Cargill,
Inc. and its affiliates.
<PAGE>
<PAGE> 11
Summary of Cash and Certain Other Compensation of Executive
-----------------------------------------------------------
Officers. The Summary Compensation Table below provides certain summary
- --------
information concerning compensation by the Company for 1997, 1996 and 1995
for services rendered by the Company's Chief Executive Officer and each of
the other executive officers of the Company whose total annual salary and
bonus exceeded $100,000 in 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
---------------------------------------- ---------------------------
Other Annual Restricted All Other
Name and Salary Bonus Compensation Stock Award Options Compensation
Principal Position Year ($)(1) ($)(2) ($)(3) ($)(4) (#) ($)
- ---------------------- ---- --------- -------- --------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
F. Edward Gustafson 1997 465,231 -- 48,786 -- -- 18,517(5)
Chairman of the Board, 1996 435,692 -- 69,662 126,875 145,000(6) 16,108
President and Chief 1995 390,000 -- 67,772 -- -- 12,472
Executive Officer
Stephen M. Schuster 1997 170,150 35,200 4,669 -- -- 7,350(7)
Vice President, General 1996 163,325 43,894 6,259 -- 22,900 7,096
Counsel and Secretary 1995 157,050 42,404 23,159 -- -- 7,154
Gordon S. Donovan 1997 150,542 31,400 4,804 -- -- 7,254(8)
Vice President, Chief 1996 134,042 31,776 3,035 -- 19,500 5,664
Financial Officer, 1995 121,156 33,520 -- -- 19,500 5,257
Treasurer and Assistant
Secretary
<FN>
- ------------------------------------------------------
(1) The salary set forth above for Mr. Gustafson for 1996 does not
include $193,000 paid to D.P. Kelly & Associates, L.P. under the
Amended and Restated Management Services Agreement dated
December 31, 1993. See "Certain Relationships and Related
Transactions."
(2) Mr. Donovan's bonus for 1995 includes $6,250 earned under the
Company's Long-Term Growth Plan ("LTGP") with respect to that
fiscal year. Bonuses under the LTGP are determined based on the
Company's overall financial performance for the fiscal year in
which an award is made. Bonuses under the LTGP are paid at the
conclusion of the second year following the year for which the
bonus is earned and are subject to forfeiture if the
participant's employment with the Company is terminated for any
reason other than death, retirement or other specified
circumstances prior to payment.
(3) Pursuant to his Employment Agreement, dated March 27, 1996 (the
"Employment Agreement"), in 1997, Mr. Gustafson received a cash
payment of $30,000 in lieu of a Company automobile. In 1996, Mr.
Gustafson had personal use of a Company automobile for a portion
of the year and, pursuant to his Employment Agreement, was paid
cash in lieu of a Company automobile for the remainder of the
year, which use and cash payment was valued at $24,604. In 1995,
Mr. Gustafson had personal use of a Company automobile at an
aggregate incremental cost to the Company of $28,984. In
addition, in 1996 and 1995 the Company paid country club dues on
behalf of Mr. Gustafson in an amount equal to $38,054 and
$12,062, respectively.
(4) Pursuant to his Employment Agreement, Mr. Gustafson was granted
35,000 restricted shares of the Company's Common Stock with a
value of $126,875. Such shares are nontransferable and are
subject to forfeiture until March 27, 1999. See "Employment
Agreements and Change-in-Control Arrangements." The Company does
not currently, and does not expect in the near future to, pay
dividends on shares of its Common Stock. Neither Mr. Gustafson
nor any of the other persons named in the Summary Compensation
Table holds any other restricted shares of Common Stock.
(5) Includes $4,050 paid for life insurance, $4,581 contributed to
the Envirodyne Retirement Income Plan and $9,886 contributed to
the Envirodyne Parallel Non-Qualified Thrift Plan.
(6) Pursuant to the terms and conditions of his Employment
Agreement, no portion of this stock option grant to Mr.
Gustafson became exercisable and this stock option terminated by
its terms.
(7) Includes $419 paid for life insurance, $4,581 contributed to the
Envirodyne Retirement Income Plan and $2,350 contributed to the
Envirodyne Parallel Non-Qualified Thrift Plan.
(8) Includes $362 paid for life insurance, $4,073 contributed to the
Envirodyne Retirement Income Plan and $2,819 contributed to the
Envirodyne Parallel Non-Qualified Thrift Plan.
</TABLE>
Stock Option Exercises and Holdings. The following table provides
-----------------------------------
information concerning the exercise of stock options during the fiscal year
ended December 25, 1997 and the fiscal year-end value of stock options with
respect to each of the persons named in the Summary Compensation Table.
<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in 1997 and December 25, 1997 Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired Value 12/25/97(#) 12/25/97($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ----------------------- ------------- ------------- --------------- -----------------
<S> <C> <C> <C>
F. Edward Gustafson.... -- -- 11,666/58,334 40,831/204,169
Stephen M. Schuster.... -- -- 30,483/15,267 64,309/40,076
Gordon S. Donovan...... -- -- 26,000/13,000 54,844/34,125
</TABLE>
Employment Agreements and Change-in-Control Arrangements
On March 27, 1996, the Company entered into an Employment Agreement
with Mr. F. Edward Gustafson. The Employment Agreement was amended
during 1997. Pursuant to the Employment Agreement, Mr. Gustafson has
agreed to serve as Chairman of the Board, President and Chief Executive
Officer of the Company, and the Company has agreed to use its best
efforts to cause Mr. Gustafson to be elected as a director of the
Company, during the term of the Agreement. The initial term of the
Employment Agreement is three (3) years, provided, however, that on
March 26, 1997 and each subsequent anniversary thereof, the term of the
Employment Agreement will be automatically extended for a period of one
(1) year unless the Company or Mr. Gustafson gives written notice to the
other at least thirty (30) days prior to the anniversary date that the
term shall not be so extended.
Under the Employment Agreement, Mr. Gustafson will receive an
initial annual base salary of at least $450,000 and $30,000 per year in
lieu of a Company-provided automobile. Mr. Gustafson's base salary will
be increased by the Compensation and Nominating Committee of the Board
of Directors each year in a manner consistent with increases in base
salary for other senior officers of the Company. In addition, the
Employment Agreement provides that with respect to the fiscal year ended
December 25, 1997, Mr. Gustafson would be eligible to receive a bonus
based on a percentage of his base salary depending on the Company's
performance based on earnings before interest, taxes and depreciation
and amortization ("EBITDA"). Because the Company did not achieve the
minimum goal for EBITDA, Mr. Gustafson did not receive a bonus for
fiscal year 1997. Mr. Gustafson will be eligible to receive an annual
bonus for future fiscal years of the Company based on such financial
performance or other performance-related criteria as established by the
Compensation and Nominating Committee after consultation with Mr.
Gustafson. Mr. Gustafson is also entitled to participate in any employee
benefit plans in effect for, and to receive other fringe benefits
provided to, other executive officers.
Pursuant to and upon execution of the Employment Agreement, Mr.
Gustafson was granted two (2) stock options, each to purchase 35,000
shares of Common Stock. One (1) stock option becomes exercisable in
cumulative annual increments of one-third commencing on the first
anniversary of the date of grant. The other stock option becomes
exercisable in cumulative annual increments of one-third commencing on
the second anniversary of the date of grant. In addition, Mr. Gustafson
was granted a stock option to purchase up to 75,000 shares of Common
Stock depending on the financial performance of the Company based on
EBITDA for fiscal year 1996. The Company did not achieve the minimum
goal for EBITDA. Therefore, no portion of this stock option became
exercisable or will become exercisable in the future. Lastly, Mr.
Gustafson was granted 35,000 restricted shares of Common Stock which may
not be transferred, and are subject to forfeiture, until March 27, 1999.
If Mr. Gustafson's employment is terminated by the Company for
Cause, as defined in the Employment Agreement, or by Mr. Gustafson other
than for Good Reason or Disability, as defined in the Employment
Agreement, Mr. Gustafson will be paid all Accrued Compensation, as
defined in the Employment Agreement, through the date of termination of
employment. If Mr. Gustafson's employment with the Company is terminated
by the Company for any reason other than for Cause, death or Disability,
or by Mr. Gustafson for Good Reason, (i) Mr. Gustafson will be paid all
Accrued Compensation plus 300% of his base salary (or 200% in the event
that D.P. Kelly & Associates, L.P., or a company in which D.P. Kelly &
Associates, L.P. has a substantial interest, is the beneficial owner of
the Company following a Change of Control) and the prorated amount of
annual bonus that would have been payable to Mr. Gustafson with respect
to the fiscal year in which Mr. Gustafson's employment is terminated,
provided that the performance targets have been actually achieved as of
the date of termination (unless such termination of employment follows
a Change in Control, as defined in the Agreement, in which case Mr.
Gustafson will receive a bonus equal to 50% of his base salary
regardless of the Company's performance), (ii) Mr. Gustafson will
continue to receive life insurance, medical, dental and hospitalization
benefits for a period of twenty-four (24) months following termination
of employment, and (iii) all outstanding stock options and restricted
shares of Common Stock will become immediately exercisable, vested and
nonforfeitable.
Pursuant to the Employment Agreement, Mr. Gustafson is generally
prohibited during the term of the Agreement, and for a period of two (2)
years thereafter, from competing with the Company, soliciting any
customer of the Company or inducing or attempting to persuade any
employee of the Company to terminate his or her employment with the
Company in order to enter into competitive employment. For purposes of
the Employment Agreement, the Company includes Envirodyne Industries,
Inc. and any of its subsidiaries over which Mr. Gustafson exercised,
directly or indirectly, any supervisory, management, fiscal or operating
control during the term of the Employment Agreement.
In May 1996, the Compensation and Nominating Committee of the Board
of Directors approved the Envirodyne Industries, Inc. Severance Pay
Policy (the "Policy") and in March 1997 approved amendments to the
Policy. The Policy covers all permanent, full-time, salaried executives
and administrative personnel employed by the Company at its corporate
office, including Mr. Gordon S. Donovan and Mr. Stephen M. Schuster. Mr.
Donovan and Mr. Schuster are eligible for severance benefits as set
forth in the Policy upon the occurrence of one of the following events
(an "Event"): (i) involuntary separation of employment from the Company
for any reason other than death, disability or willful misconduct, (ii)
voluntary separation of employment from the Company (a) following a
reduction in base compensation or incentive bonus opportunity from that
in effect on the day immediately before the effective date of a Change
in Control, as defined in the Policy, or office consolidation or
elimination, or (b) following a reduction in the person's principal
responsibilities from those in effect on the day immediately before the
effective date of a Change in Control, as defined in the Policy, or
office consolidation or elimination. Upon the occurrence of an Event and
subject to the Company obtaining a general release, Mr. Donovan and Mr.
Schuster would receive severance pay equal to the equivalent to twenty-
four (24) months' salary (at the highest annual rate in effect during
the three-year period prior to separation of employment) plus a target
bonus under the Management Incentive Plan in effect at the time of
separation. In addition, Mr. Donovan and Mr. Schuster would continue to
receive medical, life and dental insurance benefits in effect at the
time of separation of employment for a period of time following such
separation depending on form of payment of the severance pay elected
(e.g., lump sum or installment) and whether he is covered by another
employer's plan. The Policy may be amended or terminated at any time by
the Company except that in the event that a Change in Control or
elimination or consolidation of all of part of the corporate office
occurs during the term of the Policy, the Policy will be automatically
extended for a period of twenty-four (24) months following the effective
date of the Change in Control or office consolidation or elimination.<PAGE>
<PAGE> 13
REPORT OF THE COMPENSATION AND NOMINATING
COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation and Nominating Committee (the "Committee") of the
Board of Directors of the Company is composed of two (2) directors,
neither of whom is an officer or employee of the Company, its
subsidiaries or affiliates.
General Policy
- --------------
The Company's compensation program is intended to promote the
interests of the Company by attracting and retaining highly qualified
key employees and providing such key employees with incentives and
rewards to encourage superior performance and continued employment with
the Company. During 1997, the Company's compensation program consisted
of two (2) components: base salary and annual bonus.
Base Salary
- -----------
The base salaries of the Company's executive officers are reviewed
and, if appropriate, adjusted on an annual basis. The base salaries of
executive officers, other than the Chief Executive Officer, are
determined by the Chief Executive Officer after consultation with the
Vice President, Human Resources. During 1997, Mr. Donovan was promoted
to Chief Financial Officer. Mr. Donovan's annual salary was increased to
reflect his increased responsibilities as well as to reflect personal
performance and contribution to the Company. Mr. Schuster's annual
salary was also increased to reflect his personal performance and
contribution to the Company, In addition, compensation survey
information obtained from Towers Perrin, as executive compensation
consultant, with respect to consumer nondurable product companies (some
of which are included in the peer group used by the Company in
constructing its Performance Graph included in this Proxy Statement) was
reviewed by the Chief Executive Officer in adjusting each executive
officer's base salary. The Company believes that its executive officers'
total compensation is at approximately the median of total compensation
when compared to other nondurable product companies.
Annual Bonus
- ------------
In 1997 executive officers of the Company (other than Mr.
Gustafson) participated in the Management Incentive Plan ("MIP")
pursuant to which they were granted an annual bonus based primarily on
the financial performance of the Company and secondarily on personal
performance. At the beginning of the 1997 fiscal year, the Committee,
based on the recommendation of the Chief Executive Officer and the Vice
President, Human Resources, of the Company, established target and
maximum financial performance goals with respect to the Company's
Operating Income, Operating Cash Flow and Return on Net Managed Assets
and the bonus opportunity, stated as a percentage of base salary, that
each executive could earn under the MIP. In addition, personal
performance goals were jointly established by the executive officer and
the Chief Executive Officer and a bonus opportunity, stated as a
percentage of base salary was established.
The Company did not meet its target goals for Operating Income,
Operating Cash Flow or Return on Net Managed Assets. However, based on
the recommendation of the Chief Executive Officer, the Committee
determined that each of the executive officers achieved his primary
personal performance goals. Accordingly, Mr. Donovan and Mr. Schuster
each earned a portion of his respective bonus opportunity.
Chief Executive Officer Compensation
- ------------------------------------
Mr. Gustafson serves as President, Chief Executive Officer and
Chairman of the Board of the Company pursuant to his Employment
Agreement with the Company. For a description of the terms and
conditions of the Employment Agreement, see "Employment Agreements and
Change-in-Control Arrangements." Mr. Gustafson's base salary and annual
bonus for 1997 were established in accordance with the terms and
conditions set forth in the Employment Agreement. The Company did not
achieve the minimum goal for EBITDA set forth in the Employment
Agreement, and Mr. Gustafson therefore did not receive an annual bonus
for 1997. The Committee believes that Mr. Gustafson's base salary under
the Employment Agreement is reasonable in light of his personal
performance, responsibilities and his continued contribution to the
Company.
Policy Regarding Section 162(m)
- -------------------------------
The Company has not adopted a policy regarding the $1 million
limitation on the deductibility of certain executive compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
current compensation of the Company's executive officers falls
significantly below the $1 million deduction limit.
Compensation and Nominating Committee
Robert N. Dangremond (Chairman)
Gregory R. Page
<PAGE>
<PAGE> 14
PERFORMANCE GRAPH
- -----------------
Set forth below is a graph comparing the annual change in the
cumulative total stockholder return of the Common Stock against the
cumulative total return of the NASDAQ Non-Financial Services Index and
a peer group of plastic film manufacturing or food packaging companies
consisting of A.E.P. Industries, Inc., Atlantis Group, Inc., Ball
Corporation, Bemis Company, Inc., Carlisle Plastics Inc. (through
September 9, 1996), Liqui-Box Corp., Sealed Air Corp. and Sealright Co.,
Inc. for the period commencing January 4, 1994, the first trading date
of the Common Stock which was distributed to the stockholders pursuant
to Envirodyne's Plan of Reorganization on December 31, 1993, and ending
December 31, 1997. The graph assumes an investment of $100 on January 4,
1994 and the reinvestment of dividends and other distributions to
stockholders.
[GRAPH]
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING JANUARY 4, 1994
<TABLE>
<CAPTION>
Jan. 4, '94 Dec. '94 Dec. '95 Dec. '96 Dec. '97
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Envirodyne Industries, Inc. $100 $ 39 $ 33 $53 $66
NASDAQ Non-Financial
Companies Index $100 $ 96 $134 $163 $191
Peer Group Index $100 $109 $120 $166 $211
</TABLE>
<PAGE>
<PAGE> 15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1997, the Company purchased products in the
ordinary course and on arm's-length terms from affiliates of D.P.
Kelly & Associates, L.P. ("DPK") in the amount of $187,000. In
addition, during fiscal 1997, the Company sublet office space from
DPK for which it paid $133,000 in rent. The rent is comparable to
that which would be charged to a nonaffiliated company for use of
this office space. Donald P. Kelly, a beneficial owner of greater
than 5% of the outstanding shares of Common Stock, and Mr.
Gustafson, a beneficial owner of greater than 5% of the outstanding
shares of Common Stock and the Chairman, Chief Executive Officer
and President of the Company, are executive officers and limited
partners of DPK.
In fiscal 1997, Viskase Corporation, a wholly owned subsidiary
of the Company, had sales of $21,825,000 to Cargill, Inc. and its
affiliates, which sales were made in the ordinary course of
business. Gregory R. Page, President of the Red Meat Group of
Cargill, Inc., is a director of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP has been appointed by
the Board of Directors as the Company's independent accountants for
the fiscal year ending December 31, 1998. Representatives of
PricewaterhouseCoopers LLP are expected to attend the Annual
Meeting. They will have an opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate
questions.
The Board of Directors recommends that the stockholders vote
------------------------------------------------------------
FOR the ratification of PricewaterhouseCoopers LLP as the Company's
- -------------------------------------------------------------------
independent accountants for the fiscal year ending December 31,
- ---------------------------------------------------------------
1998.
- -----
STOCKHOLDER PROPOSAL
Martin Glotzer, 7061 North Kedzie Avenue, Suite 301, Chicago,
Illinois 60615, beneficial owner of 300 shares of the Company's
Common Stock, has given notice of his intention to introduce the
following resolution at the annual meeting:
"RESOLVED: that the stockholders of Envirodyne
Industries, Inc. assembled in Annual Meeting in
person and by proxy, hereby request that the Board
of Directors take the needed steps to change the name
of the Company to Viskase Corporation or any other name
-------------------
that better describes the present business activities of
the Company."
Supporting Statement of Proponent
- ---------------------------------
"In a celebrity conscious world, brand names, even aging ones,
still have a great deal of prestige, and I believe one can do well
exploiting consumers' fondness for the familiar.
The passage of this resolution I believe will increase
shareholders' values.
If you agree, please mark your proxy or ballot in favor of
this resolution in the appropriate manner, otherwise your vote will
automatically be cast against it."
Statement of the Board of Directors
- -----------------------------------
The Board of Directors agrees that the name of the Company
does not appropriately reflect the current business of the Company.
However, the Board of Directors does not believe it would be
appropriate to change the name of the Company to "Viskase
Corporation." The Company currently has a subsidiary named "Viskase
Corporation," which has generated goodwill and recognition among
its customers. If the Company were to change its name to "Viskase
Corporation," it would require the subsidiary already named
"Viskase Corporation" to change its name and cause confusion in the
marketplace. Accordingly, the Board of Directors recommends
approval of the stockholder proposal but intends to change the name
of the Company to "Viskase Companies, Inc." rather than "Viskase
Corporation." The Board of Directors intends to effect the name
change through a statutory merger of the Company with a wholly
owned subsidiary of the Company.
The Board of Directors recommends that the stockholders vote
------------------------------------------------------------
FOR the stockholder proposal.
- ----------------------------
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
---------------------------------------------
The Company intends to hold its 1999 Annual Meeting of
Stockholders in May 1999, consistent with past practice.
Stockholders may submit proposals on matters appropriate for
stockholder action at the Company's annual stockholder meetings,
consistent with rules adopted by the Securities and Exchange
Commission. Stockholders are encouraged to submit such proposals to
the Company not later than December 9, 1998 to be considered for
inclusion in the proxy statement and form of proxy relating to the
1999 Annual Meeting of Stockholders. Any such proposals should be
addressed to: Corporate Secretary, Envirodyne Industries, Inc.,
6855 W. 65th Street, Chicago, Illinois 60638. In addition, the
Amended and Restated By-Laws of the Company (the "By-Laws") provide
that any stockholder of record wishing to nominate a person for
election as director or to bring any other business before an
annual meeting of stockholders must provide to the Secretary of
Envirodyne notice of such nomination or other business to be
brought, in the proper written form specified in the By-Laws, not
less than ninety (90) days nor more than one hundred twenty (120)
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders, provided, however, that in the
event that the annual meeting of stockholders is called for a date
that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of
the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever first occurs. Any
stockholder desiring a copy of the By-Laws will be furnished one
without charge upon request to the Corporate Secretary.<PAGE>
<PAGE> 16
1997 ANNUAL REPORT ON FORM 10-K
-------------------------------
A copy of the Company's 1997 Annual Report on Form 10-K (the
"Form 10-K"), as filed with the Securities and Exchange Commission,
is included as part of the Company's 1997 Annual Report which
accompanies this Proxy Statement. Additional copies of the Form
10-K are available to stockholders without charge on request in
writing to the following address: Envirodyne Industries, Inc., 6855
W. 65th Street, Chicago, Illinois 60638, Attention: Corporate
Secretary.
ENVIRODYNE INDUSTRIES, INC.
---------------------------
Chicago, Illinois
July 20, 1998
<PAGE>
<PAGE> 17
PROXY
ENVIRODYNE INDUSTRIES, INC.
6855 W. 65th Street
Chicago, Illinois 60638
Proxy Solicited by the Board of Directors
for the Annual Meeting of Stockholders
August 27, 1998
F. Edward Gustafson and Stephen M. Schuster, or either of them
individually, and each of them with power of substitution, are
hereby appointed Proxies of the undersigned to vote all shares of
Common Stock of Envirodyne Industries, Inc. owned on the record
date by the undersigned at the Annual Meeting of Stockholders to be
held on August 27, 1998, or any adjournments or postponements
thereof, upon such business as may properly come before the
meeting, including the items on the reverse side of this form as
set forth in the Notice of Annual Meeting of Stockholders and Proxy
Statement, dated July 20, 1998. THIS PROXY WILL BE VOTED AS
DIRECTED ON THE REVERSE SIDE. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
(Shares cannot be voted unless this Proxy Card is signed and
returned, or other specific arrangements are made to have the
shares represented at the meeting.)
/SEE REVERSE/ CONTINUED AND TO BE SIGNED ON /SEE REVERSE/
/ SIDE / REVERSE SIDE / SIDE /
<PAGE>
<PAGE> 18
/X/ Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED, FOR PROPOSAL 2 AND FOR PROPOSAL 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
<S> <C>
1. Election of Directors. FOR AGAINST ABSTAIN
Nominees: Robert N. Dangremond, Avram A. Glazer, 2. Stockholder Proposal to Change / / / / / /
Malcolm I. Glazer, F. Edward Gustafson, the Name of the Company
Gregory R. Page, Mark D. Senkpiel
3. Ratification of election of / / / / / /
/ / FOR / / WITHHELD PricewaterhouseCoopers LLP as
ALL FROM ALL the Company's independent
NOMINEES NOMINEES accountants for the 1998 fiscal
year.
/ /
----------------------------------------
For, except vote WITHHELD for the nominee(s)
noted on the line above. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
PLEASE SIGN AND DATE AND RETURN IN ENCLOSED ENVELOPE.
Please sign exactly as your name appears. If acting as
attorney, executor, trustee or in representative capacity,
sign name and indicate title. Joint owners should each
sign personally.
Signature: Date: Signature: Date:
------------------------------ -------- ----------------------- ------------
</TABLE>
