-----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, L6S05CDVbHDq1Bmuw8mmepb7ibzZEkVEPSstvyfODxSVV6/se04Q6xJSdSC8tFYO tSdh4gaPmiG5fTqGv5+Vmg== 0000033073-97-000012.txt : 19970625 0000033073-97-000012.hdr.sgml : 19970625 ACCESSION NUMBER: 0000033073-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970623 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970624 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: 97628735 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 06-23-97 ================================================================= 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 23, 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 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 --------------------------------- (c) Exhibits EX-99 Press release dated June 23, 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 24, 1997 Exhibit No. Description of Exhibits Page - ---------- ------------------------------------------------------ EX-99 Press release dated June 23, 1997. EX-99 2 PRESS REL 06/23/97 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----