-----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, B0bd2kJyOAyv3PwOP9jlNz7HnLCL84kUdyQCam9WdvZC8uKGjL1tF/SUCa4j//5n dsh+qTQNPjElzozbR2Pr6w== 0000919574-97-000522.txt : 19970520 0000919574-97-000522.hdr.sgml : 19970520 ACCESSION NUMBER: 0000919574-97-000522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970519 SROS: NASD SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07886 FILM NUMBER: 97611298 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 6 Name of Issuer: Envirodyne Industries, Inc. Title of Class of Securities: Common Stock CUSIP Number: 294-037-205 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) James D. Bennett, Bennett Management Corporation, 2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901; (203) 353-3101 (Date of Event which Requires Filing of this Statement) May 15, 1997 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 [ ]. 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 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. 294-037-205 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James D. Bennett ###-##-#### 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 9. Sole Dispositive Power: 145,867 10. Shared Dispositive Power: 360,015 11. Aggregate Amount Beneficially Owned by Each Reporting Person 505,882 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 3.47% 14. Type of Reporting Person IN 3 CUSIP No. 294-037-205 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Restructuring Capital Associates, L.P. 13-3526880 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds AF 5. Check 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: 8. Shared Voting Power: 9. Sole Dispositive Power: 10. Shared Dispositive Power: 360,015 11. Aggregate Amount Beneficially Owned by Each Reporting Person 360,015 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 2.47% 14. Type of Reporting Person PN (IA) 5 CUSIP No. 294-037-205 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bennett Restructuring Fund, L.P. 13-3526877 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check 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: 8. Shared Voting Power: 9. Sole Dispositive Power: 10. Shared Dispositive Power: 360,015 11. Aggregate Amount Beneficially Owned by Each Reporting Person 360,015 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 6 13. Percent of Class Represented by Amount in Row (11) 2.47% 14. Type of Reporting Person PN 7 Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration The funds for the purchase of shares held by the Partnership and Bennett Offshore came from the working capital of each. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer As of the date hereof, Mr. Bennett may be deemed to be the beneficial owner of 505,882 shares of common stock of the Company. The Partnership holds 360,015 shares and Bennett Offshore holds 145,867 shares. Mr. Bennett may be deemed to beneficially own all shares held by the Partnership and Bennett Offshore. RCA is deemed to beneficially own all shares held by the Partnership. Based on the Company's latest Quarterly Report on Form 10-Q, as of May 9, 1997 there were a total of 14,564,233 outstanding shares of common stock of the Company. Therefore, Mr. Bennett may be deemed to beneficially own 3.47% of the outstanding shares, and each of RCA and the Partnership may be deemed to beneficially own 2.47% of the outstanding shares. On May 15, 1997, the Partnership and Bennett 8 Offshore sold in the aggregate 600,000 shares of common stock of the Company at a price of $8.50 per share. As a consequence, Mr. Bennett, RCA and the Partnership each ceased to be deemed a beneficial owner of more than 5% of the Company's outstanding shares of common stock. The sales were effected in privately negotiated transactions with Volk Enterprises, Inc. and The Heico Companies, L.L.C., each of which purchased 213,498 shares of common stock of the Company from the Partnership and 86,502 shares of common stock of the Company from Bennett Offshore. In connection with the sale on May 15, 1997, the Partnership and Bennett Offshore each granted certain rights to vote such shares through a Voting Agreement. See Exhibits B through E attached hereto, which are incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer See Exhibits B through E attached hereto. Item 7. Material to be Filed as Exhibits Exhibit A: A description of the other transactions in the Company's common stock that were effected by the Reporting Persons in the past 60 days. All such transactions were effected in open market transactions. 9 Exhibit B: Irrevocable Proxy and Voting Agreement between Bennett Restructuring Fund, L.P. and Volk Enterprises, Inc. Exhibit C: Irrevocable Proxy and Voting Agreement between Bennett Restructuring Fund, L.P. and The Heico Companies, L.L.C. Exhibit D: Irrevocable Proxy and Voting Agreement between Bennett Offshore Restructuring Fund, Inc. and Volk Enterprises, Inc. Exhibit D: Irrevocable Proxy and Voting Agreement between Bennett Offshore Restructuring Fund, Inc. and The Heico Companies, L.L.C. 10 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. May 19, 1997 Date /s/ James D. Bennett James D. Bennett RESTRUCTURING CAPITAL ASSOCIATES, L.P. By: Bennett Capital Corporation, General Partner By:/s/ James D. Bennett James D. Bennett, President BENNETT RESTRUCTURING FUND, L.P. By: Restructuring Capital Associates, L.P., General Partner By: Bennett Capital Corporation, General Partner By:/s/ James D. Bennett James D. Bennett, President 11 75252000.BA2 Exhibit A Number of Shares Sold Price Date by the Partnership Per Share ____ _____________________ _________ 4/3/97 50,000 $6.44 4/4/97 25,000 $6.44 12 75252000.BA2 EX-1 2 EXHIBIT B Irrevocable Proxy and Voting Agreement Bennett Restructuring Fund, L.P. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 213,498 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to Volk Enterprises Inc. (the "Purchaser"). Seller will own beneficially an additional 360,015 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT RESTRUCTURING FUND, L.P., By: Restructuring Capital Associates, L.P. its general partner By: Bennett Capital Corporation, its general partner By:_________________________________________ Name:____________________________________ Title:___________________________________ PURCHASER: VOLK ENTERPRISES, INC. By:_________________________________________ Name:____________________________________ Title:___________________________________ 2 75252000.BA4 EX-2 3 EXHIBIT C Irrevocable Proxy and Voting Agreement Bennett Restructuring Fund, L.P. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 213,498 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to The Heico Companies, L.L.C. (the "Purchaser"). Seller will own beneficially an additional 360,015 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT RESTRUCTURING FUND, L.P., By: Restructuring Capital Associates, L.P. its general partner By: Bennett Capital Corporation, its general partner By:_________________________________________ Name:____________________________________ Title:___________________________________ PURCHASER: THE HEICO COMPANIES, L.L.C. By:_________________________________________ Name:____________________________________ Title:___________________________________ 2 75252000.BA5 EX-3 4 EXHIBIT D Irrevocable Proxy and Voting Agreement Bennett Offshore Restructuring Fund, Inc. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 86,502 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to Volk Enterprises Inc. (the "Purchaser"). Seller will own beneficially an additional 145,867 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT OFFSHORE RESTRUCTURING FUND, INC. By: Restructuring Capital Associates, L.P. its general partner By: Bennett Capital Corporation, its general partner By:_________________________________________ Name:____________________________________ Title:___________________________________ PURCHASER: VOLK ENTERPRISES, INC. By:_________________________________________ Name:____________________________________ Title:___________________________________ 2 75252000.BA1 EX-4 5 EXHIBIT E Irrevocable Proxy and Voting Agreement Bennett Offshore Restructuring Fund, Inc. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 86,502 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to The Heico Companies, L.L.C. (the "Purchaser"). Seller will own beneficially an additional 145,867 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT OFFSHORE RESTRUCTURING FUND, INC. By: Restructuring Capital Associates, L.P. its general partner By: Bennett Capital Corporation, its general partner By:_________________________________________ Name:____________________________________ Title:___________________________________ PURCHASER: THE HEICO COMPANIES, L.L.C. By:_________________________________________ Name:____________________________________ Title:___________________________________ 2 75252000.BA3 -----END PRIVACY-ENHANCED MESSAGE-----