-----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, FBgrjPGfwWGE7kowQn+2B0FOSOhh1oXedRa9bDDrSaL1aUHYa/ejKmlIYKW5aplp cCqM5X1/DTjBMJvsfzpzgA== 0000950129-97-003421.txt : 19970819 0000950129-97-003421.hdr.sgml : 19970819 ACCESSION NUMBER: 0000950129-97-003421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970818 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: 97665882 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 ENVIRODYNE INDUSTRIES, INC. AMENDMENT #10 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) ENVIRODYNE INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 294037205 - -------------------------------------------------------------------------------- (CUSIP Number) Eric T. Furey 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) August 12, 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. 10 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, 8 and 9 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, May 16, 1997 and June 17, 1997, respectively. ITEM 4. PURPOSE OF TRANSACTION Item 4 to the Schedule 13D is hereby supplemented as follows: On August 12, 1997, Zapata sent a letter to F. Edward Gustafson, Chairman, President and Chief Executive Officer of the Issuer, in response to a renewed offer by a company affiliated with Michael Heisley, a current director of the Issuer, to purchase the outstanding shares of Common Stock of the Issuer for $8.50 per share. The August 12, 1997 letter and the related press release issued by Zapata are filed as Exhibits 99.13 and 99.14 hereto, respectively, and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Document Description -------------- -------------------- 99.13 Letter from Zapata Corporation to Envirodyne Industries, Inc. dated August 12, 1997 99.14 Press Release of Zapata Corporation dated August 13, 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: August 18, 1997. ZAPATA CORPORATION By: /s/ ERIC T. FUREY ----------------------------------- Eric T. Furey Vice President, General Counsel and Secretary Page 3 of 4 Pages 4 EXHIBIT INDEX
Exhibit Number Document Description -------------- -------------------- 99.13 Letter from Zapata Corporation to Envirodyne Industries, Inc., dated August 12, 1997 99.14 Press Release of Zapata Corporation dated August 13, 1997
Page 4 of 4 Pages EX-99.13 2 LETTER FROM ZAPATA CORP. TO ENVIRODYNE INDUSTRIES 1 EXHIBIT 99.13 [ZAPATA LETTERHEAD] August 12, 1997 VIA FACSIMILE (630-571-0959) F. Edward Gustafson Chairman of the Board, President and Chief Executive Officer Envirodyne Industries, Inc. 701 Harger Road, Suite 190 Oak Brook, IL 60521 Dear Ed: Zapata Corporation, 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. As we have previously stated, Zapata believes 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. ZAPATA WILL ONLY SUPPORT A SALES PROCESS IN WHICH A LEVEL PLAYING FIELD IS ESTABLISHED FOR ALL POTENTIAL BIDDERS. UNDER THESE CIRCUMSTANCES, ZAPATA WOULD MAKE AN OFFER TO PURCHASE ENVIRODYNE. It would be highly inappropriate for Envirodyne to enter into an agreement rewarding any break-up fees to Michael Heisley, a current Envirodyne director with access to non-public inside information, without first attempting to obtain the highest price for all shareholders. This would clearly be adverse to the interests of shareholders and may subject Envirodyne and its directors to significant and detrimental litigation and liability. I know that you share with me the goal that all Envirodyne shareholders receive the maximum value for their stock holdings. I look forward to speaking with you soon. Sincerely, Avram A. Glazer AAG/jb cc: Robert N. Dangremond Via Fax No. (212) 642-6942 Gregory R. Page Via Fax No. (612) 742-7209 Mark D. Senkpiel Via Fax No. (310) 235-5966 BOARD OF DIRECTORS OF ZAPATA CORPORATION Joseph L. von Rosenberg III Executive Vice President Zapata Corporation EX-99.14 3 PRESS RELEASE OF ZAPATA CORPORATION 8/13/97 1 EXHIBIT 99.14 [ZAPATA LETTERHEAD] ZAPATA CORPORATION ANNOUNCES RESPONSE TO MICHAEL HEISLEY'S RENEWED BID FOR ENVIRODYNE HOUSTON, TX - AUGUST 13, 1997 - ZAPATA CORPORATION (NYSE: ZAP) announced today that Avram A. Glazer, Zapata's President and Chief Executive Officer, has sent a letter to F. Edward Gustafson, President of Envirodyne Industries, Inc., in response to the renewed offer by a company affiliated with Michael Heisley to purchase the outstanding shares of Envirodyne for $8.50 per share. The letter provides: Zapata Corporation, 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. As we have previously stated, Zapata believes 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. ZAPATA WILL ONLY SUPPORT A SALES PROCESS IN WHICH A LEVEL PLAYING FIELD IS ESTABLISHED FOR ALL POTENTIAL BIDDERS. UNDER THESE CIRCUMSTANCES, ZAPATA WOULD MAKE AN OFFER TO PURCHASE ENVIRODYNE. It would be highly inappropriate for Envirodyne to enter into an agreement rewarding any break-up fees to Michael Heisley, a current Envirodyne director with access to non-public inside information, without first attempting to obtain the highest price for all shareholders. This would clearly be adverse to the interests of shareholders and may subject Envirodyne and its directors to significant and detrimental litigation and liability. I know that you share with me the goal that all Envirodyne shareholders receive the maximum value for their stock holdings. I look forward to speaking with you soon. Zapata Corporation owns Zapata Protein Inc., the largest marine protein company in the United States. Zapata's food services operations are conducted through its 40% interest in Envirodyne Industries, Inc. (NASDAQ: EDYN). Envirodyne has major interests in food packaging and the food supplies industry. Zapata was founded by President George Bush in 1954. Contact: Eric T. Furey, Vice President, General Counsel and Corporate Secretary (713) 940-6100 /Fax: (713) 940-6122 -----END PRIVACY-ENHANCED MESSAGE-----