-----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, KfZ6DTmwNkHm+VULTobFCVnznb96gh/ApRxUcsBESGShzW2lrpunVkj6+Nm9WqvR swIhnBSL5mtHZhisrcFSmw== 0000950129-97-002448.txt : 19970618 0000950129-97-002448.hdr.sgml : 19970618 ACCESSION NUMBER: 0000950129-97-002448 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970617 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: 97625469 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 PL STE 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. 9) 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) June 13, 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 4 Pages 2 INTRODUCTORY NOTE. This Amendment No. 9 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, 7 and 8 to Schedule 13D filed on June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23, 1997, April 29, 1997, May 14, 1997 and May 16, 1997, respectively. ITEM 4. PURPOSE OF TRANSACTION Item 4 to the Schedule 13D is hereby supplemented as follows: Following the 1997 Annual Meeting of Stockholders of the Issuer on May 16, 1997, Zapata's May 14, 1997 proposal for a merger transaction with the Issuer terminated in accordance with the terms of the proposal, as a result of Zapata's slate of nominees for the Issuer's board of directors not having been elected at the Annual Meeting. On June 13, 1997, Zapata sent a letter to F. Edward Gustafson, Chairman, President and Chief Executive Officer of the Issuer, in response to a proposal by HK Acquisitions Corporation to purchase the outstanding shares of Common Stock of the Issuer. The letter states Zapata's position that the Issuer's board of directors should obtain the highest possible price for the Issuer. The letter also states Zapata's belief that the Issuer should put itself up for sale and engage a major nationally recognized investment banking firm to assist in maximizing shareholder value under circumstances that will establish a level playing field, and that under such circumstances Zapata would give serious consideration to making a higher offer for the Issuer. Zapata's letter also urged the Issuer, as part of any sales process, to put the eventual proceeds of its recent $102 million patent infringement award into a liquidating trust. The June 13, 1997 letter is filed as Exhibit 99.11 hereto. On June 17, 1997 Zapata sent another letter to Mr. Gustafson objecting to the payment of a break-up fee pursuant to the proposal made by HK Acquisitions Corporation. The June 17, 1997 letter is filed as Exhibit 99.12 hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit Number Document Description -------------- -------------------- 99.11 Letter from Zapata Corporation to Envirodyne Industries, Inc. dated June 13, 1997 99.12 Letter from Zapata Corporation to Envirodyne Industries, Inc. dated June 17, 1997 Page 2 of 4 Pages 3 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: June 17, 1997. ZAPATA CORPORATION By: /S/ ROBERT A. GARDINER ----------------------------------- Robert A. Gardiner Chief Financial Officer Page 3 of 4 Pages 4 EXHIBIT INDEX Exhibit Number Document Description -------------- -------------------- 99.11 Letter from Zapata Corporation to Envirodyne Industries, Inc., dated June 13, 1997 99.12 Letter from Zapata Corporation to Envirodyne Industries, Inc., dated June 17, 1997 Page 4 of 4 Pages EX-99.11 2 LETTER FROM ZAPATA CORPORATION DATED - 6/13/97 1 Exhibit 99.11 [Zapata Letterhead] June 13, 1997 VIA FAX NO. (630) 571-0959 F. Edward Gustafson Chairman of the Board, Chief Executive Officer and President Envirodyne Industries, Inc. 701 Harger Road, Suite 190 Oak Brook, IL 60521 Dear Ed: Zapata, as a 40% shareholder in Envirodyne, believes that it is important for the Board of Directors of Envirodyne to carefully exercise their fiduciary duty to obtain the highest price possible for Envirodyne. WE BELIEVE THAT ENVIRODYNE SHOULD PUT ITSELF UP FOR SALE AND ENGAGE A MAJOR NATIONALLY RECOGNIZED INVESTMENT BANKING FIRM TO ASSIST IN MAXIMIZING SHAREHOLDER VALUE FOR ALL ENVIRODYNE SHAREHOLDERS. This would establish a level playing field for all potential bidders. Under these circumstances, Zapata would give serious consideration to making a higher offer for Envirodyne. Zapata would also urge that Envirodyne, as part of any sales process, put the eventual proceeds from its recent $102 million patent infringement award into a separate liquidating trust so that all shareholders can benefit from this potentially significant asset in the future. I know that you share with me the goal that all Envirodyne shareholders receive the maximum value for their stockholdings. I look forward to speaking with you soon. Sincerely, /s/ AVRAM A. GLAZER Avram A. Glazer cc: Envirodyne Board of Directors Zapata Corporation Board of Directors Joseph L. von Rosenberg III Zapata Corporation EX-99.12 3 LETTER FROM ZAPATA CORPORATION DATED - 6/17/97 1 Exhibit 99.12 [Zapata Letterhead] June 17, 1997 VIA FAX NO. (630) 571-0959 AND REGULAR U.S. MAIL F. Edward Gustafson Chairman of the Board, Chief Executive Officer and President Envirodyne Industries, Inc. 701 Harger Road, Suite 190 Oak Brook, IL 60521 Dear Ed: Zapata, as a 40% shareholder in Envirodyne, believes that it would be highly inappropriate for Envirodyne to enter into an agreement awarding any break-up fees to Michael Heisley (a current Envirodyne director with access to non-public, inside information) and Donald Kelly (the former Chairman, President and C.E.O. of Envirodyne who has close business and SEC reporting ties to current members of management). Entering into any agreement at this time, without first attempting to obtain the highest price for all shareholders, would clearly be adverse to the interests of shareholders and may subject Envirodyne and its directors to significant and detrimental litigation and liability. The only time a break-up fee could be appropriate is after Envirodyne put itself up for sale, engaged a major nationally recognized investment banking firm to maximize shareholder value and selected the highest bid. As we have previously stated, Zapata would give serious consideration to making a higher offer for Envirodyne if a level playing field is established for all potential bidders. Sincerely, Avram A. Glazer AAG/mfc 2 cc: Robert N. Dangremond Michael E. Heisley Gregory R. Page Mark D. Senkpiel Board of Directors of Zapata Corporation Joseph L. von Rosenberg III Executive Vice President, General Counsel and Corporate Secretary Zapata Corporation -----END PRIVACY-ENHANCED MESSAGE-----