-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxBOFp0+Qk/6SgWYvvfoH11Ak+B9f+lW43yc5sI5RmDXeVnCdQqJ6jY6sNCce+Qv cfFWYXedmZnY5kdahssDog== 0000033073-97-000010.txt : 19970616 0000033073-97-000010.hdr.sgml : 19970616 ACCESSION NUMBER: 0000033073-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970612 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRODYNE INDUSTRIES INC CENTRAL INDEX KEY: 0000033073 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 952677354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05485 FILM NUMBER: 97623457 BUSINESS ADDRESS: STREET 1: 701 HARGER ROAD STE 190 CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085718800 FORMER COMPANY: FORMER CONFORMED NAME: MGN INC DATE OF NAME CHANGE: 19790425 8-K 1 DATE OF EARLIEST EVENT 06-12-97 ================================================================= 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 12, 1997 -------------- ENVIRODYNE INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-5485 95-2677354 - ------------------------------- ----------- -------------- (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 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 571-8800 --------------- ================================================================= Page 1 of 5 Pages Item 5. - Other Events ------------ On June 12, 1997, Envirodyne Industries, Inc. ("Envirodyne") announced that it received an offer from HK Acquisitions Corporation, a Delaware corporation, formed by Michael E. Heisley, a director of Envirodyne, and Donald P. Kelly, the former chairman, president and chief executive officer of Envirodyne, to acquire Envirodyne. Pursuant to the offer, stockholders would receive $8.50 per share in cash. A copy of the press release relating to the offer is attached hereto as Exhibit 99. Item 7. - Financial Statements and Exhibits --------------------------------- (c) Exhibits EX-99 Press release dated June 12, 1997. SIGNATURES ---------- 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. ------------------------------ Registrant By: /S/ Gordon S. Donovan ------------------------- Gordon S. Donovan Vice President, Chief Financial Officer and Treasurer June 13, 1997 Exhibit No. Description of Exhibits Page - ---------- ------------------------------------------------------ EX-99 Press release dated June 12, 1997. Nasdaq SmallCap - EDYN For additional information, contact: S.M. Schuster or G.S. Donovan (630) 575-2400 ENVIRODYNE ANNOUNCES ACQUISITION OFFER BY HK ACQUISITIONS CORPORATION OAK BROOK, ILLINOIS, June 12, 1997 - Envirodyne Industries, Inc. (Nasdaq SmallCap: EDYN) today announced that it has received an offer from HK Acquisitions Corporation, a Delaware corporation, formed by Michael E. Heisley, a director of Envirodyne, and Donald P. Kelly, the former chairman, president and chief executive officer of Envirodyne, to purchase all of the outstanding shares of common stock of Envirodyne for $8.50 per share in cash. Consummation of the merger proposal would be subject to negotiation and execution of a definitive agreement, approval by the Board of Directors and stockholders of Envirodyne and the expiration of the antitrust waiting period. The offer is contained in a proposed letter agreement requiring a response from the Company by the close of business on June 18, 1997. The proposed letter agreement provides that if it is terminated under certain circumstances relating to an alternative acquisition transaction, the Company would be obligated to pay HK Acquisitions a fee of $10 million. HK Acquisitions' offer will be submitted to a committee of independent directors of Envirodyne. The committee will evaluate the offer and make a recommendation to the Board of Directors. Envirodyne operates through wholly-owned subsidiaries that are industry segment leaders in food packaging and foodservice supplies. Principal subsidiaries are: Viskase Corporation; Clear Shield National, Inc.; and Sandusky Plastics, Inc. Principal products manufactured are: - cellulosic casings used in the preparation and packaging of processed meat products; - heat shrinkable plastic bags and specialty plastic films for packaging and preserving fresh and processed meat, poultry and cheese products; - disposable plastic cutlery, drinking straws and custom dining kits; and - thermoformed plastic containers for cultured dairy products, delicatessen, foodservice and other uses. # # # EX-99 2 PRESS REL 06/12/97 Nasdaq SmallCap - EDYN For additional information, contact: S.M. Schuster or G.S. Donovan (630) 575-2400 ENVIRODYNE ANNOUNCES ACQUISITION OFFER BY HK ACQUISITIONS CORPORATION OAK BROOK, ILLINOIS, June 12, 1997 - Envirodyne Industries, Inc. (Nasdaq SmallCap: EDYN) today announced that it has received an offer from HK Acquisitions Corporation, a Delaware corporation, formed by Michael E. Heisley, a director of Envirodyne, and Donald P. Kelly, the former chairman, president and chief executive officer of Envirodyne, to purchase all of the outstanding shares of common stock of Envirodyne for $8.50 per share in cash. Consummation of the merger proposal would be subject to negotiation and execution of a definitive agreement, approval by the Board of Directors and stockholders of Envirodyne and the expiration of the antitrust waiting period. The offer is contained in a proposed letter agreement requiring a response from the Company by the close of business on June 18, 1997. The proposed letter agreement provides that if it is terminated under certain circumstances relating to an alternative acquisition transaction, the Company would be obligated to pay HK Acquisitions a fee of $10 million. HK Acquisitions' offer will be submitted to a committee of independent directors of Envirodyne. The committee will evaluate the offer and make a recommendation to the Board of Directors. Envirodyne operates through wholly-owned subsidiaries that are industry segment leaders in food packaging and foodservice supplies. Principal subsidiaries are: Viskase Corporation; Clear Shield National, Inc.; and Sandusky Plastics, Inc. Principal products manufactured are: - cellulosic casings used in the preparation and packaging of processed meat products; - heat shrinkable plastic bags and specialty plastic films for packaging and preserving fresh and processed meat, poultry and cheese products; - disposable plastic cutlery, drinking straws and custom dining kits; and - thermoformed plastic containers for cultured dairy products, delicatessen, foodservice and other uses. # # # -----END PRIVACY-ENHANCED MESSAGE-----