-----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, YAP3pSaLRfQquR6wooiHhqhuEmipj8ZKsBe6ysKahilzA/ZEYgGNDNy3EMoTAUcy FaI9izkpVpgXfYgFYvKQoQ== 0000950112-95-001726.txt : 19950623 0000950112-95-001726.hdr.sgml : 19950623 ACCESSION NUMBER: 0000950112-95-001726 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950622 SROS: NASD GROUP MEMBERS: GLAZER MALCOLM I GROUP MEMBERS: THE MALCOLM I. GLAZER TRUST 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: 95548522 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: GLAZER MALCOLM I CENTRAL INDEX KEY: 0000905293 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1482 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 4078351482 MAIL ADDRESS: STREET 2: 1482 SOUTH OCEAN BLVD CITY: PLAM BEACH STATE: FL ZIP: 33480 SC 13D/A 1 MALCOLM I. GLAZER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) ENVIRODYNE INDUSTRIES, INC. --------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 294037205 --------- (CUSIP Number) Gordon E. Forth, Esq. WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP 44 Exchange Street Rochester, New York 14614 (716) 454-5370 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices TOTAL SERVICES: and Communications) June 16, 1995 ------------- (Date of Event which Requires Filing of this Statement) 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 [ ] Check the following box if a fee is being paid with the statement [ ] SCHEDULE 13D CUSIP NO. 294037205 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Malcolm I. Glazer Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 4,189,298 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - 9 SOLE DISPOSITIVE POWER 4,189,298 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0% 14 TYPE OF REPORTING PERSON OO Page 2 of 11 SCHEDULE 13D CUSIP NO. 294037205 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Malcolm I. Glazer S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 4,189,298 OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH - 0 - 9 SOLE DISPOSITIVE POWER 4,189,298 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0% 14 TYPE OF REPORTING PERSON IN Page 3 of 11 This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement ("Statement") to the Schedule 13D dated August 14, 1994, as amended ("Schedule 13D"), and filed on August 15, 1994 on behalf of The Malcolm Glazer Trust ("Trust") and Malcolm I. Glazer relating to the common stock, par value $.01 per share, of Envirodyne Industries, Inc. ("Envirodyne"). All capitalized terms used herein and not otherwise defined herein have the meanings previously ascribed to such terms in the Schedule 13D. Item 4. Purpose of the Transaction. -------------------------- On May 10, 1995, Envirodyne's stockholders elected Avram Glazer and Malcolm Glazer to Envirodyne's Board of Directors at Envirodyne's annual stockholders' meeting. As discussed below, on June 16, 1995, the Trust entered into a letter of intent ("Letter of Intent") with Zapata Corporation ("Zapata") which contemplates the sale of all of the Trust's 4,189,298 shares of Envirodyne common stock to Zapata. The Trust holds 31% of Zapata's issued and outstanding voting common stock. Malcolm Glazer is Chairman of Zapata's Board of Directors and Mr. Glazer's son, Avram Glazer, is the Chief Executive Officer and a director of Zapata. On the same day that the Trust entered into the Letter of Intent, Zapata announced the signing of the Letter of Intent through the issuance of a press release. The press release stated that "Zapata will evaluate the possibility of acquiring additional shares or proposing a merger with or acquisition of Envirodyne in the future." A copy of Zapata's press release is attached hereto as Exhibit 12. ---------- Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. --------------------------------------------- Item 6 of the Statement is hereby amended by inserting immediately after the last paragraph thereof the following: On June 16, 1995, the Trust and Zapata entered into the Letter of Intent, a copy of which is attached hereto as Exhibit 13 and is incorporated herein by reference. The Letter of Intent provides for the sale by the Trust to Zapata of the Trust's 4,189,298 shares of Envirodyne common stock. The price for the shares is to be determined by reference to the market price of Envirodyne's stock. Prior to closing, Zapata must comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1978, which requires the filing of a notification and report form and the expiration or earlier termination of a 30-day waiting period. The transaction contemplated under the Letter of Intent is Page 4 of 11 subject to the execution of a definitive purchase agreement which will include customary conditions. The transaction is also subject to approval by a special committee of disinterested directors formed by Zapata's Board to evaluate the transaction, and the receipt of a fairness opinion from an investment banking firm that the transaction is fair and reasonable to Zapata and its stockholders from a financial point of view. The Letter of Intent specifically provides that Zapata has not acquired record, beneficial, equitable or other ownership interest of any kind in the Envirodyne shares as a result of the Letter of Intent. Accordingly, all voting and disposition rights with respect to the Envirodyne shares have currently been retained by the Trust. Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 of this Statement is hereby amended by inserting the following immediately after the last paragraph: Exhibit 12 - Zapata Corporation press release issued June 16, 1995. Exhibit 13 - Letter of Intent between Zapata Corporation and the Trust dated June 16, 1995. Page 5 of 11 SIGNATURE PAGE 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: June 21, 1995 THE MALCOLM I. GLAZER TRUST By: /s/Avram Glazer, Power of Attorney ------------------------------------- Malcolm I. Glazer, as Trustee By Avram Glazer as Power of Attorney /s/Avram Glazer, Power of Attorney ---------------------------------- Malcolm I. Glazer By Avram Glazer as Power of Attorney Page 6 of 11 EX-12 2 EXHIBIT 12 ZAPATA SIGNS LETTER OF INTENT TO ACQUIRE 31% STAKE IN ENVIRODYNE IN TRANSFORMATION FROM ENERGY AREA INTO FOOD-RELATED BUSINESSES HOUSTON, TX., JUNE 16, 1995: Zapata Corporation (NYSE:ZOS) said today that it has entered into a letter of intent to acquire 31% of the outstanding common stock of Envirodyne Industries, Inc. (NASDAQ:EDYN). With close to $600 million in revenues and about $100 million in operating earnings in 1994, Envirodyne is one of the world's major suppliers of food packaging products and food service supplies. The price for the purchase would be determined with reference to the market price of the Envirodyne stock. Zapata would purchase the Envirodyne shares from Malcolm Glazer, who is Chairman of the Board of Zapata and a director of Envirodyne. The transaction would be subject to regulatory approvals and other customary conditions. Zapata's Board has formed a special committee of disinterested directors to evaluate the transaction, which also is subject to approval by that committee and the receipt of a fairness opinion from an investment banking firm. Avram Glazer, President and Chief Executive Officer of Zapata, said that the acquisition of the shares would be the first step in the transformation of Zapata away from the energy business and into food-related businesses. Mr. Glazer said that Zapata will evaluate the possibility of acquiring additional shares or proposing a merger with or acquisition of Envirodyne in the future. Mr. Glazer said, "We are very excited. Envirodyne is a world leader in its field and we are looking for the new Zapata to become a global leader in food packaging, food service equipment and supply and related businesses." Mr. Glazer believes that food-related businesses offer Zapata and its shareholders very favorable opportunities for future revenues and earnings, and he added that Zapata currently is exploring a number of other potential acquisitions in food- related areas. In 1994, Envirodyne had sales of approximately $596 million and earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately $100 million. Envirodyne operates through three primary subsidiaries: Viskase Corporation, Clear Shield National, Inc. and Sandusky Plastics, Inc. Viskase, Envirodyne's largest subsidiary, is the leading worldwide producer of cellulosic casings used in the preparation and packaging of processed meat products. It is the world's second largest producer of heat shrinkable plastic bags and specialty films for packaging and preserving fresh and processed meat products, poultry and cheeses. Clear Shield is a leading domestic producer of disposable plastic cutlery, drinking straws, Page 7 of 11 custom dining kits and related products. Sandusky Plastics is a leading domestic producer of thermo-formed and injection-molded plastic containers and horticultural trays and inserts. Zapata Corporation also noted that it is continuing with its plans to exit the energy industry. The Company has hired the investment banking firm of Wertheim Schroeder to manage the sale of its natural gas compression and gas gathering subsidiaries. Zapata previously announced its intention to sell its reserves in the Gulf of Mexico. Page 8 of 11 EX-13 3 EXHIBIT 13 Malcolm I. Glazer 1482 South Ocean Boulevard Palm Beach, Florida 33480 June 16, 1995 Special Committee of the Board of Directors Zapata Corporation One Riverway, Suite 2200 777 South Post Oak Lane Houston, Texas 77056 Gentlemen: I understand that the Special Committee of the Board of Directors of Zapata Corporation ("Committee") is at present evaluating the possible acquisition by Zapata Corporation, a Delaware corporation ("Zapata"), of the 4,189,298 shares ("Shares") of Common Stock, $0.01 par value, of Envirodyne Industries, Inc., a Delaware corporation ("Envirodyne"), owned by the Malcolm I. Glazer Trust in exchange for a promissory note to be issued by Zapata. I further understand that the Committee has been empowered by the Board of Directors of Zapata not only to evaluate and approve Zapata's purchase of the Shares, but also to authorize the entire transaction. The Shares represent approximately 31% of the outstanding common stock of Envirodyne. The fairness of the proposed transaction to Zapata and its stockholders is being reviewed by Wertheim Schroder & Co. Incorporated, an investment banking firm that has been approved by the Committee. The purpose of this letter is to set forth our present intentions with respect to the purchase and sale of the Shares in a private transaction. I understand that your evaluation of the transaction is presently underway and that the acquisition of the Shares is subject to, among other things, the completion of your evaluation process and the negotiation and execution of a definitive purchase agreement in mutually acceptable form to you and me. The purchase agreement will contain representations, warranties and covenants of the parties that are customarily found in similar types of transactions, including a representation that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated. The purchase price (a) will be determined with reference to the 30-day average sales price of Envirodyne's common stock, (b) will, in the opinion of Wertheim Schroder, be Page 9 of 11 fair and reasonable from a financial point of view to Zapata and its stockholders, and (c) will be evidenced by Zapata's two-year unsecured, subordinated promissory note. The note will bear interest payable quarterly at a rate equal to the reference rate of Chemical Bank and will contain such other provisions as are mutually acceptable to you and me. As you are aware, my son Avram Glazer and I are both members of the Board of Directors of Envirodyne, which is a public company. You acknowledge that in conducting your investigation and evaluation you are doing so by reviewing the publicly available information concerning Envirodyne independently and without any reliance on us. You further acknowledge that as a result of our positions on Envirodyne's Board, we may from time-to-time obtain material, non-public information about Envirodyne (including with respect to its financial condition and future prospects) which we are prohibited from disclosing to representatives of Zapata until after Zapata's acquisition of the Shares. Neither Avram nor I believe that we are in possession of any such information at this time; however, you acknowledge and understand that should we be of the opinion that any such information that comes into our possession at any time is materially adverse to Envirodyne we may terminate negotiations concerning the sale of the Envirodyne shares or the purchase agreement in the event one has been executed without any liability to Zapata or its stockholders for any reason whatsoever. It is understood and agreed that this letter merely constitutes a statement of our mutual intentions with respect to the proposed purchase and sale of the Shares and does not impose any binding legal obligation upon either of us. Accordingly, Zapata has not acquired any beneficial or equitable ownership or other interest in the Shares as a result of this non-binding letter of intent or otherwise. This letter will be construed in accordance with the laws of the State of Texas. Concurrently with the execution of this letter, you agree to recommend to Zapata the dissemination of the press release attached hereto as Exhibit A1. At the same time, I will file appropriate amendments to my Schedules 13D relating to Zapata and Envirodyne disclosing this non-binding letter of intent. - -------------------- 1 Exhibit A referred to in this Letter of Intent is Exhibit 12 to this Amendment No. 6 to Schedule D. Page 10 of 11 If the foregoing accurately reflects our present mutual intention and non- binding understandings, please so indicate by signing the enclosed copy of this letter in the space provided and return it to me for my files. Very truly yours, /s/ Malcolm I. Glazer Malcolm I. Glazer on behalf of the Malcolm I. Glazer Trust Accepted this 16th day of June, 1995 The Special Committee of Directors of Zapata Corporation By: /s/ Ronald C. Lassiter ------------------------------ Ronald C. Lassiter Chairman Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----