-----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, DAtJVHq5AdgC9QXHUPRiPQKB/hEFO6hgYSwQx0LX/f+e8CnMB7XUA+83DDBR/Lhr eYtRjKHJOFKGQZgbiWituw== 0000950129-96-001287.txt : 19960624 0000950129-96-001287.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950129-96-001287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960621 SROS: NYSE 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: 96584252 BUSINESS ADDRESS: STREET 1: 701 HARGER ROAD STE 1190 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: ZAPATA CORP CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] 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 PLACE, SUITE 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 CORP. - AMEND #1 FOR ENVIRODYNE IND. INC. 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) Joseph L. von Rosenberg III Executive Vice President, General Counsel and Corporate Secretary Zapata Corporation P.O. Box 4240 Houston, Texas 77210 (713) 940-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1996 (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 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZAPATA CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 5,877,304 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,877,304 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,877,304 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 Page 3 of 7 Pages The information contained in the statement on Schedule 13D filed by Zapata Corporation, a Delaware corporation ("Zapata"), on August 17, 1995 with respect to the Common Stock, par value $0.01 per share ("Common Stock"), of Envirodyne Industries, Inc., a Delaware corporation (the "Issuer"), is supplemented as follows: Item 2. Identity and Background. Item No. 2 to the Schedule 13D is amended to read as follows: Reporting Person Zapata Corporation, a Delaware corporation ("Zapata"), is in the process of implementing a plan to reposition itself into the food packaging, food and food service equipment and supply businesses, from the natural gas services and other energy businesses in which it formerly was engaged. Zapata currently conducts marine protein operations involving the production and sale of a variety of protein and oil products from menhaden. Zapata also has an interest in certain Bolivian oil and gas operations. Zapata's address is P.O. Box 4240, Houston, Texas 77210. Other persons enumerated in Instruction C The persons enumerated in Instruction C to Schedule 13D and their respective residence or business addresses, principal occupation or employment and name, principal business and address in which such employment is conducted are set forth in Appendix A hereto, which is incorporated herein by reference. Each such person is a citizen of the United States. Certain proceedings Neither Zapata nor, to the knowledge of Zapata, any other person enumerated in Instruction C to Schedule 13D, during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. Item 3. Source and Amount of Funds or Other Consideration. Item No. 3 to the Schedule 13D is supplemented to add the following information: The consideration used to purchase the shares of Common Stock of the Issuer to which this Amendment No. 1 to Schedule 13D relates is approximately $6,995,750 (subject to adjustment to reflect the number of shares actually purchased as described in Item 5 of this Amendment No. 1). The source of such funds is Zapata's working capital. 4 PAGE 4 OF 7 PAGES Item 5. Interest in Securities of the Issuer. Item No. 5 to the Schedule 13D is supplemented to add the following information: As of the date of this Amendment No. 1 to Schedule 13D, Zapata beneficially owns 5,877,304 shares of Common Stock, subject to adjustment as referred to in the next paragraph. Based upon information contained in the most recently available filing by the Issuer with the Securities and Exchange Commission, such shares constitute approximately 40.6% of the outstanding shares of Common Stock. Zapata has the sole power to vote and to dispose of all of such shares. To the knowledge of Zapata, no shares of Common Stock are beneficially owned by any of the persons enumerated in Instruction C to Schedule 13D, except that Malcolm I. Glazer may be deemed to be a beneficial owner of the shares of Common Stock held by Zapata because Mr. Glazer beneficially owns approximately 35.2% of the outstanding Common Stock of Zapata and is the Chairman of the Board of Zapata. However, neither the filing of this Statement nor any of its contents shall be deemed an admission that Malcolm I. Glazer is the beneficial owner of any of such shares. On June 19, 1996, Zapata purchased 818,006 shares of Common Stock in a single brokerage transaction (which settled on June 21, 1996) at a purchase price of $4.165 per share, including brokerage commissions. On June 19, 1996 Zapata also contracted to acquire, at a purchase price of $4.125 per share, all the shares of Common Stock held by the Wisconsin Steel Settlement Fund, a holder of 900,000 shares of Common Stock, after giving effect to reductions in the number of shares held by such holder (estimated not to exceed 30,000 shares) effected prior to the closing of the transaction which is to occur no later than June 30, 1996. The number of shares of Common Stock beneficially owned by Zapata as reflected in this Amendment No. 1 is based on the assumption that 870,000 shares of Common Stock are so acquired and is subject to adjustment to reflect the actual reductions in the shares held by the seller prior to closing. Item 6. Contracts, Arrangements, Understandings and Relationships with Respect to Securities of the Issuer. Item 6 to the Schedule 13D is supplemented to add the following information: The shares of Common Stock being acquired from the Wisconsin Steel Settlement Fund are being acquired pursuant to a letter agreement entered into with a representative of such seller on June 19, 1996. A copy of such letter agreement is included as an exhibit to this Amendment. Item 7. Material to be filed as Exhibits. Exhibit 3 - Letter Agreement dated June 19, 1996 relating to the acquisition by Zapata of up to 900,000 shares of Common Stock from the Wisconsin Steel Settlement Fund. 5 PAGE 5 OF 7 PAGES 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. Dated: June 21, 1996 ZAPATA CORPORATION By: /s/ JOSEPH L. VON ROSENBERG III --------------------------------- Executive Vice President, General Counsel and Secretary 6 PAGE 6 OF 7 PAGES APPENDIX A
PRINCIPAL OCCUPATION NAME AND RESIDENCE OR EMPLOYMENT AND OR BUSINESS ADDRESS POSITION WITH ZAPATA - ------------------- -------------------- Malcolm I. Glazer Self-employed, private investor and 1482 South Ocean Boulevard owner of the Tampa Bay Bucaneers, a Palm Beach, Florida 33480 National Football League franchise. Director and Chairman of the Board of Zapata. Avram A. Glazer Employed by Malcolm I. Glazer and a 18 Stoney Clover Lane number of entities owned and Pittsford, New York 14534 controlled by Malcolm I. Glazer. Director and President and Chief Executive Officer of Zapata. Ronald C. Lassiter Chairman and Chief Executive Officer Zapata Protein, Inc. of Zapata Protein, Inc., a subsidiary P.O. Box 4240 of Zapata. Director of Zapata. Houston, Texas 77210 Robert V. Leffler, Jr. Owner of the Leffler Agency, an 2607 North Charles Street advertising and marketing/public Baltimore, Maryland 21218 relations firm based in Baltimore, Maryland. Director of Zapata. W. George Loar Retired television station executive. 4531 Faraon D-3 Director of Zapata. St. Joseph, Missouri 64506 Joseph L. von Rosenberg III Executive Vice President, General Zapata Corporation Counsel and Chief Operating P.O. Box 4240 Officer of Zapata Houston, Texas 77210
7 PAGE 7 OF 7 PAGES EXHIBIT INDEX Exhibit 3 - Letter Agreement dated June 19, 1996 relating to the acquisition by Zapata of up to 900,000 shares of Common Stock from the Wisconsin Steel Settlement Fund. EX-99.3 2 LETTER AGREEMENT DATED 06/19/96 1 [DESPRES, SCHWARTZ & GEOGHEGAN LETTERHEAD] June 19, 1996 VIA FACSIMILE-(713) 940-6122 - ---------------------------- Mr. Avram Glazer President Zapata Corporation 1717 St. James Place Houston, Texas 77210 By Fax and letter to: Mr. Avram Glazer 18 Stony Clover Lane Pittsford, N.Y. 14534 Fax: 716-248-0309 Dear Mr. Glazer: I am the attorney for, and am writing on behalf of, the Wisconsin Steel Settlement Fund which is the owner of 900,000 shares of Envirodyne Industries, Inc. (IRS No. 364081841). The Fund received this stock in connection with the bankruptcy proceedings of Envirodyne, 93 B 319 (JDS) Order No. 250. In accordance with your conversation today with our consultant Charles P. Schwartz, Jr., the Fund agrees to sell, and Zapata agrees to purchase all of the Fund's Envirodyne stock at $4.125 net per share. There are no broker's commissions, and each party will pay its own fees and expenses. As Mr. Schwartz explained, the exact number of shares you will be buying will be somewhat less than 900,000 as some of the Wisconsin Steel claimants have indicated that they will take stock rather than cash for their share of the Fund. We estimate that less than 30,000 shares would be involved in this category, but in any event we will be selling you all of Envirodyne stock owned by the Fund after these claimants have withdrawn their shares. If 870,000 is the final number of shares, the transaction will be $3,588,750. Working with you, we will arrange for prompt closing of this sale by delivery of the stock to you against payment. We agree that the end of the month, June 30th should be an outside date, and we will both work to close earlier. In the interest of good order please sign this letter on the line below and fax it back to me at 312-372-7391. 2 Mr. Avram Glazer June 19, 1996 Page Two Your cooperation is appreciated, and thank you on behalf of my clients, the former workers at Wisconsin Steel. Sincerely, /s/ THOMAS H. GEOGHEGAN ------------------------ Thomas H. Geoghegan THG/dh cc: Leslie Jones Marc O. Beem Charles P. Schwartz, Jr. Frank Lumpkin Rafael Alvarez Wayne Schwartz Felix Vasquez John Randall The above is a correct statement of our transaction. /s/ Avram Glazer - ------------------------------- Zapata Corporation by Avram Glazer, President June 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----