-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tJc1z+hjxdrH0KO+V1oaLe/hxL21+LmNiVFJ8ovOVWRFfJhCBxLHT3NXpO/TvQ8x cIxdkTBgBiHhhgb9QHr6qw== 0000903423-94-000010.txt : 19940906 0000903423-94-000010.hdr.sgml : 19940906 ACCESSION NUMBER: 0000903423-94-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940902 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRODYNE INDUSTRIES INC CENTRAL INDEX KEY: 0000033073 STANDARD INDUSTRIAL CLASSIFICATION: 3089 IRS NUMBER: 952677354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07886 FILM NUMBER: 94547811 BUSINESS ADDRESS: STREET 1: 701 HARGER RD STE 121 CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085718800 FORMER COMPANY: FORMER CONFORMED NAME: MGN INC DATE OF NAME CHANGE: 19790425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: 6200 IRS NUMBER: 221660266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CNTR STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127837000 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 FORMER COMPANY: FORMER CONFORMED NAME: ENGELHARD MINERALS & CHEMICALS CORP DATE OF NAME CHANGE: 19811104 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing 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). *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 294037205 13G Page 2 of 7 Pages ________________________________________________________________________ | 1 |NAME OF REPORTING PERSON | | |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | Salomon Inc | | | 22-1660266 | |___|____________________________________________________________________| | 2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | | | | (a) ( ) | | | | | | (b) ( x ) | |___|____________________________________________________________________| | 3 |SEC USE ONLY | | | | | | | | | | | | | |___|____________________________________________________________________| | 4 |CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | Delaware | |___|____________________________________________________________________| | | 5 |SOLE VOTING POWER | | | | | | NUMBER OF | | -- | | SHARES |___|______________________________________________________| |BENEFICIALLY | 6 |SHARED VOTING POWER | | OWNED BY | | | | EACH | | 91,953 | | REPORTING |___|______________________________________________________| | PERSON | 7 |SOLE DISPOSITIVE POWER | | WITH | | | | | | -- | | |___|______________________________________________________| | | 8 |SHARED DISPOSITIVE POWER | | | | | | | | 91,953 | |_____________|___|______________________________________________________| | 9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 91,953 | | | | |___|____________________________________________________________________| |10 |CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | | |SHARES* | | | | | | X | |___|____________________________________________________________________| |11 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | | | | 0.7% | |___|____________________________________________________________________| |12 |TYPE OF REPORTING PERSON* | | | | | | HC,CO | |___|____________________________________________________________________| *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a). Name of Issuer: Envirodyne Industries, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 701 Harger Road, Suite 121 Oak Brook, Illinois 60521 Item 2(a). Name of Person Filing: Salomon Inc Item 2(b). Address of Principal Business Office or, if none, Residence: Seven World Trade Center New York, New York 10048 Item 2(c). Citizenship or Place of Organization: Delaware Item 2(d). Title of Class of Securities: Common Stock, $.01 par value (the "Common Stock") Item 2(e). CUSIP Number: 294037205 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act; (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940; Page 3 of 7 Pages (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F); (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). Item 4. Ownership (a) Amount Beneficially Owned as of August 31, 1994: 91,953 shares. (b) Percent of Class: 0.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -- (ii) shared power to vote or to direct the vote: 91,953 (iii) sole power to dispose or to direct the disposition of: -- (iv) shared power to dispose or to direct the disposition of: 91,953 As of August 31, 1994, Salomon Brothers Inc ("SBI"), a wholly owned subsidiary of Salomon Brothers Holding Company Inc ("SBHC"), which is in turn a wholly owned subsidiary of Salomon Inc, held directly 91,953 warrants ("Warrants") exercisable for 91,953 shares of Common Stock. Such holdings represent the right to purchase in the aggregate 0.7% of the 13,591,953 shares of Common Stock outstanding (consisting of 13,500,000 shares reported to be outstanding as of August 12, 1994 on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994 and the shares issuable upon exercise of the Warrants held by SBI). As of August 31, 1994, Mr. Michael J. Zimmerman, a Managing Director of SBI, held directly 1,448 shares of Common Stock and 1,642 Warrants. Each of SBI, SBHC and Salomon Inc hereby disclaims beneficial ownership of any such shares of Common Stock and Warrants held by Mr. Zimmerman. Page 4 of 7 Pages Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ x ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Salomon Inc is filing this Statement on Schedule 13G pursuant to Rule 13d-1(b)(2) under the Securities Exchange Act of 1934, as amended. See Exhibit 1. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 5 of 7 Pages Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 2, 1994 SALOMON INC By /s/ Arnold S. Olshin Name: Arnold S. Olshin Title: Secretary Page 6 of 7 Pages EXHIBIT 1 Salomon Brothers Inc ("SBI"), a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a Delaware corporation that is a wholly owned subsidiary of Salomon Brothers Holding Company Inc ("SBHC"), which in turn is a Delaware corporation that is a wholly owned subsidiary of Salomon Inc. The principal places of business of SBI and SBHC are located at Seven World Trade Center, New York, New York 10048. Salomon Inc is filing this Statement on Schedule 13G pursuant to Rule 13d-1(b)(2) under the 1934 Act as a "parent holding company" of SBI in order to report the fact that as of August 31, 1994 SBI had ceased to be the direct beneficial owner and Salomon Inc and SBHC had ceased to be the indirect beneficial owners of more than five percent of the outstanding shares of the Common Stock, $.01 par value, of Envirodyne Industries, Inc. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----