-----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, VEONjaojOayyQRSpgf306WPXg+RFTZrdf0TAfqmy72y/IOTBvhO0xAfUQvldkHOw sSoWiEU3MMiUDi3I6xYjJQ== 0000950123-94-001404.txt : 19940824 0000950123-94-001404.hdr.sgml : 19940824 ACCESSION NUMBER: 0000950123-94-001404 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940823 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07886 FILM NUMBER: 94545660 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 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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 16, 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 / / 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 I. 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 REPORTING PERSON 8 SHARED VOTING POWER WITH - 0 - 9 SOLE DISPOSITIVE POWER 1,746,151 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,587 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 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 REPORTING PERSON 8 SHARED VOTING POWER WITH - 0 - 9 SOLE DISPOSITIVE POWER 1,746,151 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,587 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14 TYPE OF REPORTING PERSON IN Page 3 of 10 Pages 4 This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement ("Statement") to the Schedule 13D dated August 14, 1994, ("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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Statement is hereby amended by inserting the following Paragraph after the last Paragraph thereof: The total purchase price for the purchase of the 1,573,436 shares to be acquired by the Trust as described in Item 6 below is $8,086,969.02. 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. Item 4 of the Statement is hereby amended by inserting the following Paragraph after the last Paragraph thereof: The purchase transactions entered into by the Trust on August 16, 1994 and August 18, 1994 are unrelated to the previously disclosed negotiations with a significant Envirodyne stockholder, which have not yet been completed or terminated. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) of the Statement is hereby amended by adding to the end thereof the following: On August 16, 1994, the Trust entered into a private transaction to purchase 577,738 shares of Common Stock. On August 18, 1994, the Trust entered into a second private transaction to acquire 995,698 shares of Common Stock. The closing of both transactions are subject to the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1978 ("HSR Act"). Mr. Glazer intends to file with the Federal Trade Commission and the Department of Justice in the near future a notification and report form under the HSR Act relating the Trust's transactions in the Common Stock. Page 4 of 10 Pages 5 Item 5(b) of the Statement is hereby amended by adding to the end thereof the following: The Trust will have no power to vote or direct the vote or to dispose or direct the disposition of the 1,573,436 shares of Common Stock with respect to which the Trust entered into purchase transactions on August 16, 1994 and August 18, 1994, respectively, until the closing of such transactions. The sellers of such shares retain the power to vote or direct the vote of such shares until such shares are transferred to the Trust. Further, the sellers of such shares retain the power to dispose or direct the disposition of such shares until the closing of such transactions, provided, however, that any such disposition may be made only if the sale of such shares to the Trust fails to close. As a result of the transactions occurring on August 16, 1994 and August 18, 1994, the Trust beneficially owns in the aggregate 3,319,587 shares of Common Stock, which represents approximately 24.6% of the outstanding Common Stock. Mr. Glazer, as Trustee of the Trust, is a beneficial owner with respect to all shares of the Common Stock beneficially 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. Item 5(c) of the Statement is hereby amended by adding at the end thereof the following: All transactions in the Common Stock effected by the Trust since the filing of the original Schedule 13D by the Trust and Mr. Glazer are set forth in Exhibit 3 attached hereto. 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 prior to the last Paragraph thereof the following: On August 16, 1994, on behalf of the Trust, Mr. Glazer entered into a letter agreement with The Argosy Securities Group, L.P. ("Argosy") confirming the agreement between the parties pursuant to which Argosy agreed to sell and the Trust agreed to purchase 577,738 shares of Common Stock. Under the Letter Agreement, the purchase price for the shares is $5.165 per share and the transaction is subject to expiration or earlier termination of the waiting period of the HSR Act. A copy of such Letter Agreement is attached hereto as Exhibit 4 and incorporated herein by reference. Page 5 of 10 Pages 6 On August 18, 1994, on behalf of the Trust, Mr. Glazer entered into a letter agreement with Lazard Freres & Co. ("Lazard") confirming the agreement between the parties pursuant to which Lazard agreed to sell and the Trust agreed to purchase 995,698 shares of Common Stock. The purchase price for the shares is $5.125 per share and the transaction is subject to expiration or earlier termination of the waiting period under the HSR Act. A copy of such letter agreement is attached hereto as Exhibit 5 and incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 of the Statement is hereby amended by adding to the end thereof the following: Exhibit 3 - Schedule of Transactions in the Common Stock since August 15, 1994 Exhibit 4 - Letter Agreement dated August 16, 1994 between The Argosy Securities Group, L.P. and Malcolm Glazer on behalf of The Malcolm Glazer Trust Exhibit 5 - Letter Agreement dated August 18, 1994 between Lazard Freres & Co. and Malcolm Glazer on behalf of The Malcolm Glazer Trust 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 21, 1994 THE MALCOLM I. GLAZER TRUST By: S//MALCOLM I. GLAZER, AS TRUSTEE ---------------------------------- Malcolm I. Glazer, as Trustee By Avram Glazer as Power of Attorney S//MALCOLM I. GLAZER ---------------------------------- Malcolm I. Glazer By Avram Glazer as Power of Attorney Page 7 of 10 Pages 8 EXHIBIT INDEX EXHIBIT DESCRIPTION --------- ----------- Exhibit 3 - Schedule of Transactions in the Common Stock since August 15, 1994 Exhibit 4 - Letter Agreement dated August 16, 1994 between The Argosy Securities Group, L.P. and Malcolm Glazer on behalf of The Malcolm Glazer Trust Exhibit 5 - Letter Agreement dated August 18, 1994 between Lazard Freres & Co. and Malcolm Glazer on behalf of The Malcolm Glazer Trust EX-99.3 2 SCHEDULE OF TRANSACTIONS 1 Exhibit 3 TRANSACTIONS IN THE SHARES SINCE AUGUST 15, 1994
Number(1) Price(2) Purchaser Purchase Date of Shares Per Share - --------- ------------- --------- --------- Malcolm I. Glazer 8/16/94 577,738 $5.165 as Trustee F/B/O Malcolm I. Glazer Trust U/A dated as of March 23, 1990. Malcolm I. Glazer 8/18/94 995,698 $5.125 as Trustee F/B/O Malcolm I. Glazer Trust U/A dated as of March 23, 1990.
- -------------------- (1) These shares were purchased in private transactions. (2) The purchase price includes broker's commissions. Page 8 of 10 Pages EX-99.4 3 LETTER AGREEMENT DATED AUGUST 16, 1994 1 Exhibit 4 THE ARGOSY SECURITIES GROUP, L.P. 1325 Avenue of the Americas 22nd Floor New York, New York 10019 August 16, 1994 The Malcolm I. Glazer Trust c/o Mr. Avi Glazer 18 Stoney Clover Lane Pittsford, New York 14534 Re: 577,739 Shares of the Common Stock of Envirodyne Industries, Inc. Dear Avi: The purpose of this letter is to confirm the purchase of the above-referenced shares (the "Shares") by The Malcolm I. Glazer Trust (the "Purchaser") from The Argosy Securities Group L.P. ("Argosy") at a net price of $2,984,016.77 (the "Purchase Price") trade date August 16, 1994, settlement date September 26, 1994. I have been informed that settlement of this transaction is predicated on authorized approval of Purchasers acquisition of the Shares under the Hart-Scott-Rodino Act (the "Act"). If for any reason, including but not limited to denial under the Act, Purchaser should be unable to close said transaction as scheduled, Purchaser hereby agrees that Argosy shall have the option to sell the Shares at its discretion and/or charge the Purchaser the current brokers call rate to finance the Purchase Price until such transaction is settled. Should Argosy be unable to sell the Shares for net proceeds equal to or greater than the Purchase Price, Purchaser agrees to be responsible for any loss incurred by Argosy should they be forced to sell the Shares out in the open market under the circumstances described above. Thank you for your cooperation regarding this matter. Please feel free to contact me on (212) 245-1700 should you have any comments or questions. Kindly acknowledge your understanding of the foregoing by signing below and faxing back to my attention at (212) 245-3073. Very truly yours, S/Neal Thomas Neal Thomas Chief Operating Officer Page 9 of 10 Pages EX-99.5 4 LETTER AGREEMENT DATED AUGUST 18, 1994 1 Exhibit 5 LAZARD FRERES & CO. One Rockefeller Plaza New York, New York 10020 August 18, 1994 VIA FACSIMILE Mr. Malcolm I. Glazer 1482 South Ocean Blvd. Palm Beach, Florida 33480 Dear Mr. Glazer: Lazard Freres & Co. ("Lazard"), acting as riskless principal on behalf of a third party seller (the "Seller"), hereby confirms its sale to Mr. Malcolm I. Glazer, on behalf of certain affiliated trusts ("Glazer"), and Mr. Glazer hereby confirms its purchase from Lazard, acting as riskless principal for the Seller, of 995,698 shares of common stock of Envirodyne Industries, Inc. (the "Shares") at a net price of $5.125 per share. This transaction will settle on a "delayed delivery basis" and is expressly conditioned upon Glazer's successful satisfaction of the Condition Precedent (defined below). Settlement (i.e., payment of the sale price and delivery of physical certificates) shall take place five business days after the expiration or early termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "Condition Precedent") applicable to this transaction. Glazer further acknowledges that Lazard has made no representations or warranties in connection with this transaction and shall have no obligation or liability in connection herewith in the case the Condition Precedent are not satisfied. Please sign below to indicate your acceptance and return this agreement to us by facsimile at 212-632-6655. Sincerely yours, S/John V. Doyle John V. Doyle General Partner Lazard Freres & Co. Agreed and accepted: By: S/Malcolm I. Glazer ---------------------------- Title: Trustee Date: August 18, 1994 Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----