-----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, K1R/+jBPf7zBJAlJbYsRdV2+IkCvtQQ9IfCYhQPch4TkWpsFKRuziamfSUQfoe+Z ekYoUuclkPCNtO9TWsP+3w== 0000950123-94-001350.txt : 19940816 0000950123-94-001350.hdr.sgml : 19940816 ACCESSION NUMBER: 0000950123-94-001350 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940815 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07886 FILM NUMBER: 94544167 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 BUSINESS ADDRESS: STREET 1: 1482 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 4078351482 SC 13D 1 THE MALCOLM GLAZER TRUST SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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 44 Exchange Street Rochester, New York 14614 (716) 454-5370 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 5, 1994 -------------- (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 /x/ Page 1 of 10 Pages 2 SCHEDULE 13D
- --------------------- ------------------ CUSIP NO. 294037205 Page 2 of 10 Pages - --------------------- ------------------ - ------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE MALCOLM GLAZER TRUST - ------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------------- 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 1,746,151 OWNED BY ------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,746,151 ------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,151 - ------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9% - ------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------------
Page 2 of 10 Pages 3 SCHEDULE 13D
- --------------------- ------------------ CUSIP NO. 294037205 Page 3 of 10 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 PF - ------------------------------------------------------------------------------------- 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 1,746,151 OWNED BY ------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,746,151 ------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,746,151 - ------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9% - ------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------------
Page 3 of 10 Pages 4 This statement is filed on behalf of both the Malcolm Glazer Trust and Malcolm I. Glazer. ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.01 per share ("Common Stock") of Envirodyne Industries, Inc. ("Envirodyne"), a Delaware corporation, whose principal executive offices are located at 701 Harger Road, Suite 121, Oak Brook, Illinois 60521. ITEM 2. IDENTITY AND BACKGROUND. (a) NAME: The names of the reporting persons are the Malcolm Glazer Trust ("Trust") and Malcolm I. Glazer. Mr. Glazer is the sole trustee and, during his lifetime, the sole beneficiary of the Trust. (b) ADDRESS: The business address of the Trust and Mr. Glazer is 1482 South Ocean Boulevard, Palm Beach, Florida 33480. (c) PRESENT PRINCIPAL OCCUPATION: The Trust is a revocable living trust. The present principal occupation of Mr. Glazer is that of self-employed, private investor. (d) CRIMINAL PROCEEDINGS: During the last five years, neither the Trust nor Mr. Glazer has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) CIVIL PROCEEDINGS: During the last five years, neither the Trust nor Mr. Glazer has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CITIZENSHIP: The Trust is formed under the laws of the State of Florida. Mr. Glazer is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Trust has purchased 1,746,151 shares of Common Stock at a total cost of $9,276,427.10 (including brokerage commissions). Page 4 of 10 Pages 5 All funds used or to be used to make such purchases were, or are expected to be, obtained from Mr. Glazer's personal funds, which have been, or will be, contributed to the Trust. ITEM 4. PURPOSE OF TRANSACTION. The Trust acquired the 1,746,151 shares referred to in Item 5 below for the purpose of providing it with a significant equity investment in Envirodyne. Subject to applicable legal requirements, the Trust is seeking to increase its level of investment in Envirodyne by acquiring additional shares of Common Stock in a private transaction currently being negotiated with a significant Envirodyne Stockholder. Regardless of whether the Trust is successful in consummating such private transaction, the Trust may, in the future, otherwise increase its level of investment in Envirodyne. At all times in the future, whether the Trust will purchase additional shares will depend upon a continuing evaluation by Mr. Glazer of various factors, including Envirodyne's financial condition, business and prospects, other developments concerning Envirodyne, the attitudes and actions of Envirodyne's management and Board of Directors, the market for the shares, the availability of shares for purchase at particular price levels, the availability and nature of other opportunities available to the Trust and Mr. Glazer, the stock market and general economic conditions, the availability of funds and other factors and future developments that Mr. Glazer deems relevant from time to time. In addition, depending upon, among other things, the factors referred to above, Mr. Glazer may determine to have the Trust dispose of all or a portion of the shares of Common Stock held by the Trust. Mr. Glazer may seek to obtain representation on Envirodyne's Board of Directors. Except as set forth in this Item 4, neither the Trust nor Mr. Glazer has any specific plans or proposals with respect to Envirodyne (although they reserve the right to develop any such plans or proposals) at this time that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) AGGREGATE NUMBER AND PERCENTAGE: The Trust owns 1,746,151 shares of Common Stock, which represents approximately 12.9% of the outstanding Common Stock. Mr. Glazer, as trustee of the Trust, is a beneficial owner with respect to the 1,746,151 shares of Common Stock owned by the Trust. These percentages are based on the 13,500,000 shares of Common Stock reported as outstanding as of May 13, 1994 by Envirodyne in its Form 10-Q for the quarterly period ended March 31, 1994. Page 5 of 10 Pages 6 (b) VOTING POWER: The Trust has the sole power to vote and the sole power to dispose of the 1,746,151 shares held by the Trust. Mr. Glazer has the sole power to direct the vote and the sole power to direct the disposition of the 1,746,151 shares held by the Trust. (c) TRANSACTIONS DURING LAST 60 DAYS: All transactions in the Common Stock effected during the past sixty days by the Trust are set forth in Exhibit 1 attached hereto. (d) POWER RELATING TO DIVIDENDS: Not applicable. (e) DATE OF TERMINATION OF BENEFICIAL OWNERSHIP: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Mr. Glazer has appointed Avram Glazer his true and lawful attorney and agent, to execute any and all instruments in his name as Trustee of the Trust and individually, which Mr. Glazer may deem necessary or advisable to comply with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission promulgated pursuant thereto, in connection with his direct or indirect beneficial ownership of Common Stock, and any and all amendments thereto and to file the same with all exhibits thereto and other documents in connection therewith. A copy of the Power of Attorney is attached hereto as Exhibit 2 and hereby incorporated herein in all respects. Except as set forth above and otherwise disclosed herein, neither the Trust nor Mr. Glazer have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the Common Stock. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1 - Schedule of Transactions in the Common Stock During the Last 60 Days Exhibit 2 - Power of Attorney executed by Malcolm Glazer appointing Avram Glazer as Power-of-Attorney, dated August 12, 1994. Page 6 of 10 Pages 7 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: August 14, 1994 THE MALCOLM GLAZER TRUST By: S//MALCOLM I. GLAZER, AS TRUSTEE --------------------------------- Malcolm I. Glazer, as Trustee S//MALCOLM I. GLAZER --------------------------------- Malcolm I. Glazer Page 7 of 10 Pages 8 Exhibit 1 TRANSACTIONS IN THE SHARES DURING THE LAST 60 DAYS
Number(1) Price(2) Purchaser Purchase Date of Shares Per Share - --------- ------------- --------- --------- Malcolm I. Glazer 8/5/94 1,746,151 $5.3125 as Trustee F/B/O Malcolm Glazer Trust U/A dated as of March 23, 1990.
- -------------------- (1) These shares were purchased in a private transaction. (2) The purchase price includes fees paid to a broker. Page 8 of 10 Pages 9 Exhibit 2 AVRAM GLAZER POWER OF ATTORNEY The undersigned, both as Trustee of the Malcolm I. Glazer Trust U/A dated March 23, 1990 ("Trust"), and individually, does hereby constitute and appoint AVRAM GLAZER his true and lawful attorney and agent, to execute any and all instruments in the name of the Trust and in his name which such individual may deem necessary or advisable to comply with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission promulgated pursuant thereto, in connection with his direct or indirect beneficial ownership of certain shares of ENVIRODYNE INDUSTRIES, INC. par value $.01 per share common stock ("Shares"), including specifically, but not limited to, the power and authority to sign for him in the name of the Trust and in his name, Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, and any and all amendments thereto and to file the same with all exhibits thereto and other documents in connection therewith, and to perform each and every other act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and the undersigned does hereby ratify and confirm all that AVRAM GLAZER or his agent or substitute, may lawfully do or cause to be done by virtue hereof. This power of attorney shall remain in full force and effect so long as the undersigned owns Shares or is obligated to make filings under the statutes, rules, regulations Page 9 of 10 Pages 10 and requirements referenced above or until otherwise revoked by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of this 11th day of August, 1994. S//MALCOLM I. GLAZER, AS TRUSTEE -------------------------------- MALCOLM I. GLAZER as Trustee f/b/o Malcolm Glazer Trust U/A dated as of March 23, 1990 S//MALCOLM I. GLAZER -------------------------------- MALCOLM I. GLAZER Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----