-----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, Gb0knAKbQ4BRiACrulmkgSpRM5imSahd5yIeX6VCXGYrbyP0+Hmt3rBTTpKJcbq6 Uo6BUhD7PERH4IwQqZX8jw== 0000950117-98-001387.txt : 19980723 0000950117-98-001387.hdr.sgml : 19980723 ACCESSION NUMBER: 0000950117-98-001387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980722 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: SEC FILE NUMBER: 005-07886 FILM NUMBER: 98669811 BUSINESS ADDRESS: STREET 1: 701 HARGER ROAD STE 190 CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305718800 FORMER COMPANY: FORMER CONFORMED NAME: MGN INC DATE OF NAME CHANGE: 19790425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZAPATA CORP CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1717 ST. JAMES PL STE 550 STREET 2: P.O. BOX 4240 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139406100 MAIL ADDRESS: STREET 1: 1717 ST JAMES PLACE STREET 2: P.O. BOX 4240 SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77210-4240 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 SC 13D/A 1 ZAPATA SC 13DAM#11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) ENVIRODYNE INDUSTRIES, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 294037205 (CUSIP Number) Avram Glazer Chief Executive Officer and President ZAPATA CORPORATION 1717 St. James Place, Suite Houston, Texas (713) 940-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 1998 (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 [ ]. 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. Page 2 of 6 INTRODUCTORY NOTE. This Amendment No. 11 to Schedule 13D is being filed on behalf of Zapata Corporation, a Delaware corporation ("Zapata" ), to supplement certain information set forth in the Schedule 13D relating to securities of Envirodyne Industries, Inc. (the "Issuer") originally filed by Zapata on August 17, 1995, as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 to Schedule 13D filed on June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23, 1997, April 29, 1997, May 14, 1997, May 16, 1997 and August 27, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer On July 9, 1998, the Issuer, Zapata and Messrs. Malcolm Glazer and Avram Glazer (the "Glazers") entered into a letter agreement ("July 9th Agreement") pursuant to which the Issuer's Board of Directors agreed to use all reasonable efforts to cause the Glazers to be elected to the Issuer's Board of Directors at the Issuer's 1998 Annual Meeting which is scheduled for August 27, 1998. In addition, the Issuer agreed in the July 9th Agreement to immediately expand the size of its entire Board of Directors from five to six directors so that the Glazers, upon their election, would constitute two out of the Issuer's six directors. In consideration for the Issuer's undertakings, Zapata and the Glazers agreed in the July 9th Agreement, until the earlier of one year from the date thereof or the date on which Zapata owns more than 50% of the Issuer's outstanding shares of Common Stock, to (a) cause all Issuer shares beneficially owned by them to be voted for the director candidates nominated by the Issuer's Board, (b) refrain from assisting another person in their efforts to be elected to the Issuer's Board and (c) refrain from any action to change the membership of the Issuer's Board. On July 9, 1998, the Issuer announced that it had increased the size of its Board of Directors from five directors to six directors. A copy of the July 9th Agreement is annexed hereto as Exhibit 1 and is incorporated herein by reference. The above description is qualified in its entirety by reference to such letter agreement. ITEM 7. Materials to be Filed as Exhibits
Exhibit Number Document Description - -------------- -------------------- 1 Letter Agreement dated July 9, 1998 among Envirodyne Industries, Inc., Zapata Corporation, Malcolm Glazer and Avram Glazer
Page 3 of 6 After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 21, 1998 ZAPATA CORPORATION By: /s/ Avram Glazer ----------------------------- Name: Avram Glazer Title: Chief Executive Officer and President Page 4 of 6 EXHIBIT INDEX
Exhibit Number Document Description - -------------- --------------------- 1 Letter Agreement dated July 9, 1998 among Envirodyne Industries, Inc., Zapata Corporation, Malcolm Glazer and Avram Glazer
EX-99 2 EXHIBIT 1 Page 5 of 6 EXHIBIT NO. 1 July 9, 1998 Board of Directors Envirodyne Industries, Inc. 701 Harger Road, Suite 190 Oak Brook, Illinois 60523 Gentlemen: You have agreed to nominate, and to use all reasonable efforts to elect, Messrs. Malcolm I. Glazer and Avram A. Glazer (the "Glazers") to the Envirodyne Industries, Inc. ("Envirodyne") Board of Directors at Envirodyne's 1998 Annual Meeting, which is scheduled for August 27, 1998. You have also agreed to increase the size of the entire Board to six directors so that, upon their election, the Glazers will constitute two out of Envirodyne's six directors. In the event that either of the Glazers are unable or unwilling to serve on the Board at any time while the Restricted Activities (defined below) are in effect, then, upon their resignation or departure from the Board and so long as Zapata continues to hold at least 20% of Envirodyne common stock, you have agreed to promptly take all actions necessary to elect to the Board a successor designated by Zapata Corporation ("Zapata") and reasonably acceptable to the Board. In consideration of the foregoing, until the earlier of one (1) year from the date hereof or the date on which Zapata owns (of record or beneficially) more than 50% of the then outstanding shares of common stock of Envirodyne, Zapata and the Glazers each agree (a) to cause all shares of Envirodyne common stock beneficially owned by it or him to be voted for the director candidates nominated by the Board (assuming such candidates include the Glazers), (b) not to take any action to assist any other individuals attempting to be elected directors of Envirodyne and (c) not to take any action to change the membership of the Board (collectively, the "Restricted Activities"). Page 6 of 6 This agreement shall be construed and enforced in accordance with the laws of the State of Delaware. Very truly yours, ZAPATA CORPORATION By: /s/ Avram Glazer -------------------------------- Name: Avram Glazer Title: Chief Executive Officer and President /s/ Malcolm I. Glazer ------------------------------------ Malcolm I. Glazer /s/ Avram A. Glazer ------------------------------------ Avram A. Glazer Accepted and Agreed ENVIRODYNE INDUSTRIES, INC. By: /s/ F. Edward Gustafson ------------------------------ Name: F. Edward Gustafson Title: Chairman of the Board Dated: July 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----