-----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, HlIP7MyHdsN91tMzMOoXrXuT+l21BEcfW6qXZhuSn+u5pqCats9tf3E6rIaMwXV5 j8bAL+vplRZOLNITGy04og== 0000950123-95-000264.txt : 19950515 0000950123-95-000264.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950123-95-000264 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950210 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: 95508953 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. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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) February 7, 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 [ ] 2 SCHEDULE 13D CUSIP NO. 294037205 Page 2 of 6 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 (See Item 5) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - 9 SOLE DISPOSITIVE POWER 4,189,298 (See Item 5) 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 154228 Page 2 of 6 Pages 3 SCHEDULE 13D CUSIP NO. 294037205 Page 3 of 6 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 (See Item 5) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - 9 SOLE DISPOSITIVE POWER 4,189,298 (See Item 5) 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 154228 Page 3 of 6 Pages 4 This Amendment No. 4 ("Amendment No. 4") 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 3. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) and 5(b) of the Statement is hereby amended by inserting the following paragraphs to the end thereof: On February 7, 1995, the Trust sold to Lazard Freres & Co. ("Lazard") in a private transaction at the price of $5.00 per share, including commissions (an aggregate of $20,946,490.00), 4,189,298 shares of the Envirodyne common stock previously reported as beneficially owned by it. The settlement will not occur until the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1978 expires or is earlier terminated. On February 9, 1995, Lazard representatives contacted a representative of the Trust and suggested that Lazard intended to breach its agreement to accept delivery of and pay for the 4,189,298 shares which it purchased from the Trust. Lazard subsequently issued a press release confirming its statement. The Trust, through its counsel, has informed Lazard that it expects Lazard to comply strictly with its contractual obilgation to purchase the 4,189,298 shares. Until and unless the settlement of the above described transaction occurs, the Trust will retain all rights with respect to the 4,189,298 shares of stock sold to Lazard. Accordingly, the Trust will have beneficial ownership of the 4,189,298 shares until the settlement. After such settlement, the Trust will cease to have any power, sole or shared, to vote or direct the vote, or to dispose or direct the disposition of any of the shares. Item 5(c) of the Statement is hereby amended by inserting the following paragraph to the end thereof: The sale of the 4,189,298 shares referred to above is the only transaction in the shares of Envirodyne's common stock by the reporting party in the past 60 days. 154228 Page 4 of 6 Pages 5 Item 5(e) of the Statement is hereby amended by deleting "not applicable" and inserting the following paragraph: After settlement of the sale of the 4,189,298 shares referred to in Item 5(a) above, the Trust will cease to be a beneficial owner of more than 5% of Envirodyne's outstanding common stock. 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: The Trust and Lazard entered into an agreement as of February 7, 1995 pursuant to which the Trust agreed to sell and Lazard agreed to purchase 4,189,298 shares of Envirodyne common stock. The settlement of the transaction will occur immediately after the expiration or early termination of the HSR Act waiting period. As reported above, Lazard has informed the Trust that it does not intend to accept delivery of or pay for the purchased shares and the Trust has responded by informing Lazard that it expects Lazard to honor its obligation to close. 154228 Page 5 of 6 Pages 6 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: February 9, 1995 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 154228 Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----