-----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, DVa0W/P/ejQCEPVXid2RC+rRF9MsyGffSH1cr8Ffiil2KeFlW+paK+td7tTOSKQG yMhh+V1+BM9IM5qDd2hw9g== 0000950129-97-002106.txt : 19970520 0000950129-97-002106.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950129-97-002106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970516 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: 97610405 BUSINESS ADDRESS: STREET 1: 701 HARGER ROAD STE 190 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: 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 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 CORPORATION (ENVIRODYNE INDUSTRIES, INC.) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) 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 1717 St. James Place, Suite 550 Houston, Texas 77056 (713) 940-6100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 1997 - -------------------------------------------------------------------------------- (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 1 of 3 Pages 2 INTRODUCTORY NOTE. This Amendment No. 8 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 and 7 to Schedule 13D filed on June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23, 1997, April 29, 1997 and May 14, 1997, respectively. ITEM 4. PURPOSE OF TRANSACTION Item 4 to the Schedule 13D is hereby supplemented as follows: On May 15, 1997, Zapata sent a letter to F. Edward Gustafson, Chairman, President and Chief Executive Officer of the Issuer, relating to Zapata's proposal made on May 14, 1997 for a merger transaction with the Issuer by which Zapata would acquire the shares of Common Stock of the Issuer not owned by Zapata for consideration of $8 per share, consisting of $4 per share in cash and $4 per share in common stock of Zapata, with the stock consideration to be based on an exchange ratio to be determined. The letter and the related press release issued by Zapata are filed as Exhibit 99.9 and Exhibit 99.10 hereto, respectively, and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Document Description -------------- -------------------- 99.9 Letter from Zapata Corporation to Envirodyne Industries, Inc. dated May 15, 1997 99.10 Zapata Corporation press release dated May 15, 1997
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: May 15, 1997. ZAPATA CORPORATION By: /s/ JOSEPH L. VON ROSENBERG III ---------------------------------- Joseph L. von Rosenberg III Executive Vice President, General Counsel and Corporate Secretary Page 2 of 3 Pages 3 EXHIBIT INDEX
Exhibit Number Document Description -------------- -------------------- 99.9 Letter from Zapata Corporation to Envirodyne Industries, Inc., dated May 15, 1997 99.10 Zapata Corporation press release dated May 15, 1997
Page 3 of 3 Pages EX-99.9 2 LETTER FROM ZAPATA TO ENVIRODYNE 1 Exhibit 99.9 [Zapata Letterhead] May 15, 1997 VIA FACSIMILE (630-571-0959) Mr. F. Edward Gustafson Chairman of the Board, Chief Executive Officer and President Envirodyne Industries, Inc. 701 Harger Road, Suite 190 Oak Brook, Illinois 60521 Dear Mr. Gustafson: To allay any concern that Zapata would not proceed with its proposal conveyed to you yesterday for a merger in which stockholders of Envirodyne would receive consideration valued at $8 per share, Zapata undertakes that if Zapata should withdraw its proposal at any time prior to November 15, 1997 (which Zapata does not intend to do if its slate of directors is elected at tomorrow's meeting), one of Zapata's designees on the board of directors of Envirodyne would resign, and Zapata's remaining designees on the board would vote in favor of a replacement director designated by the directors not affiliated with Zapata. Sincerely, /s/ AVRAM A. GLAZER Avram A. Glazer EX-99.10 3 ZAPATA PRESS RELEASE 1 Exhibit 99.10 ZAPATA CORPORATION STRENGTHENS COMMITMENT TO ACQUIRE ENVIRODYNE INDUSTRIES, INC. HOUSTON, TX - MAY 15, 1997 - ZAPATA CORPORATION (NYSE:ZAP) announced today that it has sent the following letter to Mr. F. Edward Gustafson, Chairman of the Board, Chief Executive Officer and President of Envirodyne Industries, Inc.: Dear Mr. Gustafson: To allay any concern that Zapata would not proceed with its proposal conveyed to you yesterday for a merger in which stockholders of Envirodyne would receive consideration valued at $8 per share, Zapata undertakes that if Zapata should withdraw its proposal at any time prior to November 15, 1997 (which Zapata does not intend to do if its slate of directors is elected at tomorrow's meeting), one of Zapata's designees on the board of directors of Envirodyne would resign, and Zapata's remaining designees on the board would vote in favor of a replacement director designated by the directors not affiliated with Zapata. Sincerely, Avram A. Glazer Avram A. Glazer, Chief Executive Officer and President of Zapata, said, "We believe this commitment should demonstrate that Zapata is serious about its proposal to acquire Envirodyne." Contact: Joseph L. von Rosenberg, III, Executive Vice President (713) 940-6100/Fax: (713) 940-6122 -----END PRIVACY-ENHANCED MESSAGE-----