-----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, OLHUnKRNXlYDLmPVRH3YWy1MpIW5RzRvpI52cWuFHYdZm0ExV36D/mPDJ4VgzIPS 9HtGYnFemg3dAUxtMJwbUQ== 0000950131-97-003521.txt : 19970520 0000950131-97-003521.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950131-97-003521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970516 SROS: NONE GROUP MEMBERS: C&G MANAGEMENT COMPANY, INC. GROUP MEMBERS: D.P. KELLEY & ASSOCIATES, L.P. GROUP MEMBERS: DONALD P. KELLEY GROUP MEMBERS: GUSTAFSON EDWARD F GROUP MEMBERS: J.S. CORCORAN GROUP MEMBERS: VOLK ENTERPRISES, INC. GROUP MEMBERS: VOLK HOLDINGS L.P. GROUP MEMBERS: WEXFORD CORPORATION GROUP MEMBERS: WEXFORD PARTNERS I L.P. 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: 97610660 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: GUSTAFSON EDWARD F CENTRAL INDEX KEY: 0001038723 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 701 HARGER RD STE 190 CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305752400 MAIL ADDRESS: STREET 1: 70 W MADISON STE 3300 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) ENVIRODYNE INDUSTRIES, INC. --------------------------- (Name of Issuer) Common Stock, $0.01 par value per share --------------------------------------- (Title of Class of Securities) 294037 20 5 ----------- (Cusip Number) John H. Bitner Bell, Boyd & Lloyd Three First National Plaza Chicago, Illinois 60602 (312) 807-4306 --------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) - ----------------------- ----------------------- CUSIP NO. 294037 20 5 PAGE 2 OF 25 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DONALD P. KELLY ###-##-#### - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 N/A - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 819,809 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,616,823 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 819,809 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,616,823 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,436,632 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 16.60% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP NO. 294037 20 5 PAGE 3 OF 25 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON F. EDWARD GUSTAFSON ###-##-#### - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 N/A - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 125,513 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,616,823 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 125,513 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,616,823 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,742,336 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] Excludes 70,619 shares of Common Stock and Warrants to purchase 4,405 shares of Common Stock owned by Mr. Gustafson's spouse. - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.95% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP NO. 294037 20 5 PAGE 4 OF 25 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.S. CORCORAN ###-##-#### - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 N/A - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 2,071 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,071 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,071 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 .01% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 5 OF 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.P. KELLY & ASSOCIATES, L.P. 36-3611802 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 74,692 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 74,692 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 74,692 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 .51% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 PN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 6 OF 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C&G MANAGEMENT COMPANY, INC. 36-3609059 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (A) [ ] (B) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 74,692 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 74,692 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 74,692 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 .51% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 7 OF 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VOLK ENTERPRISES, INC. 77-0295182 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (A) [ ] (B) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 1,289,190 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 252,941 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 1,289,190 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,542,131 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.60% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 8 of 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VOLK HOLDINGS L.P. 36-3877483 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,542,131 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,542,131 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,542,131 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.60% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 PN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 9 of 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEXFORD PARTNERS I L.P. 36-3720683 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,542,131 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,542,131 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,542,131 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.60% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 PN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 294037 20 5 PAGE 10 of 25 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEXFORD CORPORATION 36-3706736 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,542,131 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,542,131 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,542,131 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.60% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Item 1. SECURITY AND ISSUER. This Amendment No. 5 ("Amendment No. 5") relates to the Schedule 13D, originally filed September 1, 1994 (the "Original Statement"), as amended by Amendment No. 1 thereto dated September 6, 1994, Amendment No. 2 thereto dated April 20, 1995, Amendment No. 3 thereto dated December 14, 1995 and Amendment No. 4 thereto dated April 18, 1996 (as so amended, the "Statement") with respect to the common stock, $.01 par value per share ("Common Stock") of Envirodyne Industries, Inc. ("Envirodyne"), a Delaware corporation. The principal executive offices of Envirodyne are located at 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. Pursuant to Rule 101(a)(2)(ii) of Regulation S/T promulgated by the Securities and Exchange Commission, this Amendment No. 5 restates the text of the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5. Item 2. IDENTITY AND BACKGROUND. This Amendment No. 5 is filed jointly by Donald P. Kelly ("Kelly"), F. Edward Gustafson ("Gustafson"), J. S. Corcoran ("Corcoran"), D.P. Kelly & Associates, L.P. ("D.P. Kelly & Associates"), C&G Management Company, Inc. ("C&G Management"), Volk Enterprises, Inc. ("Volk"), Volk Holdings L.P. ("Volk Holdings"), Wexford Partners I L.P. ("Wexford Partners") and Wexford Corporation ("Wexford Corp."). Kelly, Gustafson, Corcoran, D.P. Kelly & Associates, C&G Management, Volk, Volk Holdings, Wexford Partners and Wexford Corp. are hereinafter referred to as the "Reporting Persons." Mr. Kelly is the President and Chief Executive Officer of D.P. Kelly & Associates. Mr. Gustafson is the President, Chief Executive Officer and Chairman of the Board of Envirodyne. Mr. Gustafson is also a principal of D.P. Kelly & Associates. The business address of Messrs. Kelly and Gustafson, each of whom is a United States citizen, is 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. Mr. Corcoran is a consultant for Lunn Partners, L.L.C. The business address of Mr. Corcoran, who is a United States citizen, is 9370 E. De Las Brisas, Scottsdale, AZ 85255. On January 3, 1997, Corcoran sold to Kelly and Gustafson, all of Corcoran's (i) shares of common stock of C&G Management and (ii) shares of common stock of Wexford Corp. In addition, on January 3, 1997, Corcoran sold his entire limited partnership interest in D.P. Kelly & Associates to D.P. Kelly & Associates and sold his entire limited partnership interest in Wexford Partners to Wexford Partners. In connection therewith, Corcoran resigned as (i) Executive Vice President, Chief Financial Officer, Treasurer and Director of C&G Management, (ii) Executive Vice President, Treasurer and Director of Wexford Corp., (iii) Executive Vice President and Chief Financial Officer of D.P. Kelly & Associates, and (iv) Director of Volk. D.P. Kelly & Associates is a Delaware limited partnership having its business address at 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. The principal business of D.P. Kelly & Associates is to provide general business consultation services in connection with the 11 management, operations and restructuring of business entities with which it has an ownership or management affiliation. C&G Management is a Delaware corporation having its business address at 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. The principal business of C&G Management is to act as the general partner of D.P. Kelly & Associates. Messrs. Kelly and Gustafson are the sole stockholders of C&G Management. The executive officers of C&G Management consist of Messrs. Kelly and Gustafson and the directors of C&G Management consist of Messrs. Kelly, Gustafson, and Thomas N. Kelly, whose business address is 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. Thomas N. Kelly, a United States citizen, is a partner of KMK & Associates, an investment partnership, having its business address at 701 Harger Road, Suite 150, Oak Brook, Illinois 60521. Volk is a Delaware corporation having its business address at 1230 - 1232 South Avenue, Turlock, California 95380. The principal business of Volk is the manufacture and sale of plastic pop-up poultry timers and related products. The executive officers and directors of Volk consist of the following, each of whom is a citizen of the United States: Name Position ---- -------- F. Edward Gustafson Director William F. White Director Anthony R. Volk Director and President Edward R. Pierce Director and Vice President, Chief Financial Officer and Treasurer Mr. White is President of Whitnell & Co., an investment advisory firm whose business address is 701 Harger Road, Suite 150, Oak Brook, Illinois 60521. The business address of Anthony R. Volk is 5470-B Oakbrook Parkway, Norcross, Georgia 30093. The business address of Edward R. Pierce is c/o Bertorelli & Company, 150 Spear Street, Suite 1700, San Francisco, California 94105. Volk Holdings is a Delaware limited partnership whose principal business is the ownership of a majority of the capital stock of Volk. Wexford Partners is a Delaware limited partnership whose principal business is to act as general partner of Volk Holdings and other investment partnerships having an affiliation with D.P. Kelly & Associates and its principals. Wexford Corp. is a Delaware corporation whose principal business is to act as general partner of Wexford Partners. The business address of each of Volk Holdings, Wexford Partners and Wexford Corp. is 701 Harger Road, Suite 190, Oak Brook, Illinois 60521. Messrs. Kelly and Gustafson are the executive officers and stockholders of Wexford Corp. Messrs. Kelly, Gustafson and Thomas N. Kelly are the directors of Wexford Corp. 12 During the past five years, none of the persons described in this Item 2 have been convicted in a criminal proceeding. None of such persons is, and during the past five years has been, 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 violations with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 10, 1997, Kelly purchased 6,722 shares of Common Stock in the open market with his personal funds. On May 15, 1997, Volk purchased a total of 300,000 shares of Common Stock from Bennett Restructuring Fund, L.P. and Bennett Offshore Restructuring Fund, Inc. (collectively, the "Sellers") with funds borrowed by Volk from a bank, as defined in Section 3(a)(b) of the Securities Exchange Act of 1934, pursuant to a demand note dated May 1, 1997 (the "Demand Note") attached hereto with related documents as Exhibit 1. Item 4. PURPOSE OF TRANSACTION. On March 10, 1997, Kelly purchased 6,722 shares of Common Stock on the open market at a purchase price of $7.00 per share. On May 15, 1997, Volk purchased a total of 300,000 shares of Common Stock from the Sellers for $8.50 per share. The Common Stock and Warrants to Purchase Common Stock ("Warrants") of Envirodyne beneficially owned by the Reporting Persons (including the Common Stock acquired by Kelly and Volk) have been acquired for, and are being held for, investment purposes. Volk was granted irrevocable proxies to vote the shares acquired by it from the Sellers (attached as Exhibits 2 and 3 hereto), and voted those shares as recommended by the Board of Directors of Envirodyne at the annual meeting of stockholders of Envirodyne scheduled for May 16, 1997 (the "Annual Meeting"). Sellers have also agreed to vote one-half the 505,882 additional shares beneficially owned by them and not sold for one year as instructed by Volk (or, if sold or transferred within 90 days, to require the buyer or transferee, unless the shares have been previously voted on such matters, to vote such shares as instructed by Volk on the election of directors and on any issues relating to Envirodyne's Shareholder Rights Plan). In this regard, Sellers granted Volk a proxy to vote those shares at the Annual Meeting and Volk voted those shares as recommended by the Board of Directors of Envirodyne. The Reporting Persons may in the future acquire additional Envirodyne securities or dispose of all or a portion of the Envirodyne securities owned by them. Except as set forth in this Item 4, none of the Reporting Persons has any specific plans or proposals with respect to Envirodyne that relate to or would result in any of the actions enumerated in Item 4 to Schedule 13D. 13 Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following sets forth the number of shares of Common Stock and the percentage of outstanding Common Stock owned by the Reporting Persons listed:
- ------------------------------------------------------------- NAME (1) NUMBER OF SHARES PERCENTAGE ============================================================= Kelly (2)(3)(4) 2,436,632 16.60% - ------------------------------------------------------------- Gustafson (3)(4)(5) 1,742,336 11.95% - ------------------------------------------------------------- Corcoran (6) 2,071 .01% - ------------------------------------------------------------- D.P. Kelly & Associates (3) 74,692 .51% - ------------------------------------------------------------- C&G Management (3) 74,692 .51% - ------------------------------------------------------------- Volk 1,542,131 10.60% - ------------------------------------------------------------- Volk Holdings (4) 1,542,131 10.60% - ------------------------------------------------------------- Wexford Partners (4) 1,542,131 10.60% - ------------------------------------------------------------- Wexford Corp. (4) 1,542,131 10.60% - -------------------------------------------------------------
(1) See the response to Item 2 for a description of the relationships among the Reporting Persons. The Reporting Persons disclaim that they constitute a "group" under Section 13(d)(3) of the Securities Exchange Act of 1934 for the purpose of acquiring, holding or disposing of securities of Envirodyne. (2) The ownership indicated includes 700,000 shares of Common Stock owned by Kelly directly. Kelly also owns Warrants to purchase 119,809 shares of Common Stock, which are assumed to have been exercised for purposes of disclosing the ownership indicated. (3) The ownership indicated includes 70,287 shares of Common Stock owned by D.P. Kelly & Associates. D.P. Kelly & Associates also owns Warrants to purchase 4,405 shares of Common Stock, which are assumed to have been exercised for purposes of disclosing the ownership indicated. (4) The ownership indicated includes 1,542,131 shares of Common Stock owned by Volk. (5) The ownership indicated includes 105,919 shares owned by Mr. Gustafson. directly or indirectly through trusts for his benefit. Gustafson also owns Warrants to purchase 7,928 shares of Common Stock, which are assumed to have been exercised for purposes of disclosing the ownership indicated. In addition, the ownership indicated includes 11,666 shares of Common Stock subject to stock options which are exercisable currently or within 60 days and which have been assumed to have been exercised for purposes of disclosing the ownership 14 indicated. The ownership indicated excludes 70,619 shares of Common Stock and Warrants to purchase 4,405 shares of Common Stock owned by Gustafson's spouse. (6) The ownership indicated includes 1,367 shares owned directly by Corcoran. Corcoran also owns Warrants to purchase 704 shares of Common Stock, which are assumed to have been exercised for purposes of disclosing the ownership indicated. (b) The following table sets forth, with respect to each of the Reporting Persons, the number of shares of Common Stock, as to which the Reporting Persons has (i) sole power to vote or direct the vote, (ii) shared power to vote or direct the vote, (iii) sole power to dispose or direct the disposition, and (iv) shared power to dispose or direct the disposition:
- -------------------------------------------------------------------------- Reporting Sole Voting Shared Voting Sole Shared Person Power Power Dispositive Dispositive Power Power ========================================================================== Kelly 819,809 1,654,323 819,809 1,654,323 - -------------------------------------------------------------------------- Gustafson 125,513 1,654,323 125,513 1,654,323 - -------------------------------------------------------------------------- Corcoran 2,071 0 2,071 0 - -------------------------------------------------------------------------- D.P. Kelly & Associates (1) 74,692 0 74,692 0 - -------------------------------------------------------------------------- C&G Management (1) 0 74,692 0 74,692 - -------------------------------------------------------------------------- Volk (2) 1,289,190 252,941 1,289,190 252,941 - -------------------------------------------------------------------------- Volk Holdings (2) 0 1,542,131 0 1,542,131 - -------------------------------------------------------------------------- Wexford Partners (2) 0 1,542,131 0 1,542,131 - -------------------------------------------------------------------------- Wexford Corp. (2) 0 1,542,131 0 1,542,131 - --------------------------------------------------------------------------
(1) The shares of Common Stock shown are owned by D.P. Kelly & Associates and are therefore reflected as sole voting and investment power of D.P. Kelly & Associates. However, C&G Management is the General Partner of D.P. Kelly & Associates. Accordingly, those shares of Common Stock owned by D.P. Kelly & Associates are reflected as shared voting and investment power of C&G Management. (2) The shares shown are owned by Volk and are therefore reflected as the sole voting and investment power of Volk. However, Wexford Corp. is the general partner of Wexford Partners, the general partner of Volk Holdings, which owns a majority of the capital stock of 15 Volk. Accordingly, Wexford Corp., Wexford Partners and Volk Holdings are shown as having shared voting and dispositive power over the shares owned by Volk. (c) None, except as described in Item 3. (d) Not applicable. (e) Corcoran ceased to be a beneficial owner of more than 5% of Common Stock on January 3, 1997. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except to the extent described in Items 2, 3 and 4, none of the persons identified in Item 2 is a party to any contract, arrangement, understanding or relationship with respect to any securities of Envirodyne. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Demand Note and related materials dated May 1, 1997 Exhibit 2 - Irrevocable Proxy and Voting Agreement dated May 15, 1997 between Volk and Bennett Restructuring Fund, L.P. Exhibit 3 Irrevocable Proxy and Voting Agreement dated May 15, 1997 between Volk and Bennett Offshore Restructuring Fund, Inc. 16 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: May 15, 1997 /s/ Donald P. Kelly -------------------------- Donald P. Kelly 17 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: May 15, 1997 /s/ F. Edward Gustafson ------------------------------ F. Edward Gustafson 18 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: May 15, 1997 /s/ J. S. Corcoran --------------------------- J. S. Corcoran 19 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: May 15, 1997 D. P. KELLY & ASSOCIATES, L.P. By C&G Management Company, Inc. its general partner By /s/ F. Edward Gustafson --------------------------------- F. Edward Gustafson Executive Vice President and Chief Operating Officer 20 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: May 15, 1997 C&G MANAGEMENT COMPANY, INC. By /s/ F. Edward Gustafson --------------------------------- F. Edward Gustafson Executive Vice President and Chief Operating Officer 21 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: May 15, 1997 VOLK ENTERPRISES, INC. By /s/ Edward R. Pierce ----------------------------- Edward R. Pierce Vice President and Chief Financial Officer 22 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: May 15, 1997 VOLK HOLDINGS L.P. By WEXFORD PARTNERS I L.P. its General Partner By WEXFORD CORPORATION its General Partner By /s/ F. Edward Gustafson ---------------------------- F. Edward Gustafson Executive Vice President 23 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: May 15, 1997 WEXFORD PARTNERS I L.P. By WEXFORD CORPORATION its General Partner By /s/ F. Edward Gustafson ---------------------------- F. Edward Gustafson Executive Vice President 24 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: May 15, 1997 WEXFORD CORPORATION By /s/ F. Edward Gustafson ---------------------------- F. Edward Gustafson Executive Vice President 25 EX-1 2 DEMAND NOTE & RELATED MATERIALS DATED 5/1/97 Exhibit 1 PROCEDURES LETTER-FLOATING AND FIXED RATES FOR LOAN --------------------------------------------------- Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60690 Gentlemen: Volk Enterprises, Inc., a Delaware corporation (the "Company") hereby requests that the $3,000,000.00 demand loan made or to be made on or about May 1, 1997 to the Company by Harris Trust and Savings Bank (the "Loan") be subject to and documented upon the following terms and conditions. Portions of the principal of the Loan ("Portions") shall bear interest prior to demand either (i) at a rate per annum which is equal to the rate from time to time announced by you as your prime commercial rate, with any change in the interest rate on such principal indebtedness by virtue of a change in such prime commercial rate to be and become effective as of and on the date of the relevant change in such prime commercial rate (such principal indebtedness which bears reference to our prime commercial rate being hereinafter referred to as the "Floating Rate Portion" of the Loan) or (ii) at our request, if you so agree, at a short term fixed rate of interest on and subject to the terms hereinafter set forth (such principal indebtedness which bears reference to such a fixed rate being hereinafter referred to as a "Fixed Rate Portion" of the Loan). All of the principal of the Loan shall initially constitute the Floating Rate Portion except to the extent you and we agree to create one or more Fixed Rate Portions. All of the principal of the Loan which bears interest with reference to a particular fixed rate for a particular Interest Period shall constitute a single Fixed Rate Portion of the Loan. All of the principal of the Loan which is not part of a Fixed Rate Portion shall constitute a single Floating Rate Portion of the Loan. Subject to the terms of this letter, portions may be converted from one basis to the other, except that unless you agree otherwise, a Fixed Rate Portion (i) may only be converted as of the last day of the Interest Period applicable thereto (so as to thereby create a new Fixed Rate Portion or add to the Floating Rate Portion) and (ii) on the last day of such Interest Period, shall automatically be converted into the Floating Rate Portion unless you and we agree to create a new Fixed Rate Portion from the old Fixed Rate Portion pursuant to the procedures set forth in this letter. You will from time to time receive telephonic requests to create Fixed Rate Portions from any one of the persons authorized to set interest rates on our behalf under the terms of this letter, each such request to specify the amount of the requested Fixed Rate Portion (which, unless you agree otherwise, must be in a minimum amount of $1,000,000.00) and the period through which the interest rate applicable to such Fixed Rate Portion is to be fixed (each such period being hereinafter referred to as an "Interest Period"). If you are willing to create a Fixed Rate Portion for the amount and for the Interest Period requested, you shall advise the requesting person of the interest rate at which you are prepared to create such Fixed Rate Portion and if the person acting on our behalf indicates that such rate is acceptable, the Fixed Rate Portion shall be deemed created. We acknowledge and agree that you have no obligation to quote rates or to create any Fixed Rate Portion after receiving a request therefor from us and that each Fixed Rate Portion you create shall be subject to such other terms and conditions as are mutually agreed upon between you and us. Any payments on the Loan shall first be deemed applied to the Floating Rate Portion of the Loan until payment in full thereof and shall then be applied to the Fixed Rate Portions of the Loan in the order in which their Interest Periods expire. Nevertheless, we agree that no Fixed Rate Portion of the Loan may be voluntarily prepaid. In the event you shall incur any loss, cost or expense (including, without limitation, any loss of profit and any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by you to fund or maintain any Fixed Rate Portion or the relending or reinvesting of such deposits or amounts paid or prepaid by us) as a result of any payment (whether voluntary or as a result of a demand hereunder) of a Fixed Rate Portion on a date other than the last day of the Interest Period applicable thereto, then upon your demand, we shall pay you such amounts as will reimburse you for such loss, cost or expense. If you make such a claim for compensation, you shall provide to us a certificate setting forth the amount of such loss, cost or expense in reasonable detail and such certificates shall be conclusive and binding on us as to the amount thereof except in the case of manifest error. Interest on the Loan shall be computed on the basis of a year of 360 days and actual days elapsed and shall be payable, in the case of Floating Rate Portions, on the last day of June, 1997, and in the case of Fixed Rate Portions, on the last day of their Interest Period and, if such Interest Period is longer than 3 months, every 3 months after the Portion is made, and, in the case of all Portions, upon demand. In the event that the Company fails to pay any Portion of the Loan when due (whether by lapse of time, upon demand or otherwise), such unpaid amount shall thereafter bear interest, which the Company hereby promises to pay at your offices in Chicago, Illinois, at a rate per annum determined by adding 2% to the rate announced by you from time to time as your prime commercial rate, or, in the case of a Fixed Rate Portion, a rate which is equal at all times to the greater of (i) the rate per annum determined by adding 2% to the rate applicable to such Portion prior to maturity or (ii) the rate per annum determined by adding 2% to the rate from time to time announced by you as your prime commercial rate. The Loan shall be payable on demand, and shall be made against and evidenced by a promissory note of the Company payable to your order in the aggregate principal amount of $3,000,000.00, such note to be in the form of Exhibit A attached hereto (the "Note"). The unpaid principal balance of the Loan, the status of the Loan as the Floating Rate Portion or Fixed Rate Portions and the rates of interest and Interest Periods applicable to Fixed Rate Portions shall be recorded by you on your books and records or, at your option, endorsed on the reverse side of the Note or on a schedule thereto and the unpaid principal balance, status and interest rates at any time so recorded or endorsed shall be prima facie evidence in any court or other proceedings brought to enforce the Note of the amount remaining unpaid thereon, the interest rate applicable thereto and the status of the Loan. 2 We agree to confirm each creation of a Fixed Rate Portion in writing by mailing on the same day a letter in the form attached hereto as Exhibit B signed by any one of the following: ________________________________________________ ______________________________________________________________________________. It is understood, however, that pending receipt of such letter by you in the ordinary course of the mails, that we shall be obligated to repay the principal of the Loan with interest at the rate accepted by telephone by an authorized person or a person purporting to be an authorized person in accordance with the foregoing arrangement as set forth in this letter notwithstanding that any such rate is not confirmed as contemplated above. The persons authorized to give you telephonic instructions to set the interest rate on the Loan in accordance with the foregoing are ________________________________________________________. In acting on telephonic instructions from any of such persons in accordance with the terms of this Agreement, you shall be entitled to rely on instructions given by any person purporting to be any one of such officers and shall have no liability to us on account of any action taken by you pursuant to such telephonic instructions provided you have acted in good faith in connection therewith. You are, of course, authorized to set the interest rate on the Loan upon the written instructions of any officers authorized to set the rate by telephonic advice. This Agreement and the arrangements and authorizations herein contemplated shall remain in full force and effect, unless and until you have received written notice from the Company of the termination or modification of this Agreement at your office in Chicago, Illinois or unless and until the Company has received such a notice at its address as shown on your records from you; provided that no such termination or modification by the Company shall affect any transaction which occurred prior to the receipt of such notice by you nor shall any such termination or modification become effective without your written consent unless and until the Loan shall have been repaid in full. This Agreement and your acceptance of this Agreement as hereinafter contemplated do not impair or otherwise affect the demand nature of the Loan. This Agreement and the rights and remedies of the parties hereto shall be governed by the laws of Illinois. If you are in agreement with the foregoing, please sign in the appropriate place on the enclosed counterpart and return such counterpart to us, whereupon this letter shall become a binding agreement between you and us. Dated this 1st day of May, 1997. Very truly yours, VOLK ENTERPRISES, INC. By: /s/ Edward R. Pierce ------------------------------------------- Its: Vice President and Chief Financial Officer Accepted as of the date last above written. HARRIS TRUST AND SAVINGS BANK By: /s/ Donald J. Buse ------------------------------------------- Its: Vice President 3 SECURED NOTE $3,000,000.00 May 1, 1997 On Demand, for value received, the undersigned, Volk Enterprises, Inc., a Delaware corporation (the "Company"), promises to pay to the order of Harris Trust And Savings Bank (the "Bank") at its offices at 111 West Monroe Street, Chicago, Illinois, the principal sum of THREE MILLION and 00/100 Dollars ($3,000,000.00). This Note evidences both the Floating Rate Portion and Fixed Rate Portions of the Loan evidenced hereby as such terms are defined in that certain Procedures Letter-Floating And Fixed Rate for Loan bearing even date herewith (the "Procedures Letter") by and between the Company and the Bank as the same may from time to time be amended, renewed or extended and the Company hereby promises to pay interest on the Loan evidenced hereby at the rate and time specified therefor in the Procedures Letter. All capitalized terms used herein without definition shall have the same meanings herein as in the Procedures Letter. The unpaid principal balance of the Loan, the status of the Loan as the Floating Rate Portion or a Fixed Rate Portion and, in the case of the Fixed Rate Portions, the interest rate and Interest Period applicable thereto shall be endorsed by the holder hereof on the reverse side of this Note or (so long as this Note is held by Harris Trust and Savings Bank) recorded on the books and records of the holder hereof and the Company agrees that in any action or proceeding instituted to collect or enforce collection of this Note, the amount so endorsed on the reverse side hereof or recorded on the books and records of Harris Trust and Savings Bank shall be prima facie evidence of all such amounts. Payment of this Note is secured by that certain Security Agreement Re: Accounts Receivable, General Intangibles, Inventory and Equipment dated as of January 31, 1992 (the "Security Agreement") between the Company and the Bank, and this Note and the holder hereof are entitled to all the benefits provided for under the Procedures Letter and the Security Agreement, to which reference is hereby made for a statement thereof. The Company hereby waives presentment and notice of dishonor. The Company agrees to pay to the holder hereof all expenses incurred or paid by such holder, including attorney's fees and court costs, in connection with the collection of this Note. It is agreed that this Note and the rights and remedies of the holder hereof shall be construed in accordance with and governed by the laws of Illinois. VOLK ENTERPRISES, INC. By: /s/ Edward R. Pierce ------------------------------------------- Its: Vice President and Chief Financial Officer Exhibit A --------- 4 CONFIRMATION (FIXED RATE PORTION) ____________________, 19___ Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois Attention: EMM West - 111/10C Gentlemen: This will confirm the telephone conversation Ms./Mr. ____________________ had with your office today whereby we arranged under the Procedures Letter currently in effect between us for a $________________ Fixed Rate Portion of our Loan to bear interest at the rate of ____% per annum for the period ending ____________ days from this date. We promise to pay interest on such Fixed Rate Portion of the Loan as provided for in the terms of the Procedures Letter. VOLK ENTERPRISES, INC. By: /s/ Edward R. Pierce ------------------------------------------- Its: Vice President and Chief Financial Officer Exhibit B --------- 5 RESOLUTIONS I, ___________________________, do hereby certify that I am the duly elected, qualified and acting __________ Secretary of Volk Enterprises, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and that as such __________ Secretary, I am the keeper of the records and corporate seal of said Corporation. I further certify that the following is a full, true and correct copy of resolutions adopted by the Board of Directors of said Corporation at a meeting of said Board duly called, convened and held on the _____ day of __________, 1997, at which meeting a majority and quorum of said Board were present and acting throughout and voted in favor of the adoption thereof, that said resolutions are still in full force and effect and do not in any manner contravene the Charter or By-Laws of said Corporation: WHEREAS, Harris Trust and Savings Bank, Chicago, Illinois (the "Bank") has granted this Corporation a demand loan facility in the amount of $3,000,000.00 with borrowings under such facility to bear interest prior to demand on the balance of principal from time to time remaining unpaid thereon at the rate per annum which is equal the prime commercial rate of the Bank from time to time in effect or at a fixed rate of interest, such borrowings to be made and repaid on a revolving basis and this Corporation has requested that all borrowings by this Corporation under such facility be evidenced by a master promissory note of this Corporation; and WHEREAS, there is now before this Board of Directors, a copy of a Procedures Letter - Floating and Fixed Rates For Loan (the "Agreement") embodying the terms and conditions under which borrowings under the aforesaid loan facility will be made and a form of demand promissory note to evidence said borrowings (the "Note") and said Agreement and Note having been examined by this Board are in the judgement of the Board in their proper form for their intended purposes; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THIS BOARD OF DIRECTORS as follows: 1. Any one of the following officers and/or employees of this Corporation: ________________________________________________________________________________ ________________________________________________________________________________ be and each of them is hereby authorized, empowered and directed for, in the name and on behalf of this Corporation (and attested to by its Secretary or Assistant Secretary and under its corporate seal if so requested by the Bank), to execute and deliver to the Bank a Procedures Letter - Floating and Fixed Rates For Loan containing substantially the terms, conditions and provisions as set forth in the form of Agreement now before this meeting and hereby approved, and/or such additional, modified or revised terms as may be acceptable to any of said officers and/or employees as evidenced by his execution thereof and also to borrow from the Bank up to $3,000,000.00 and in evidence thereof to execute and deliver a promissory note of this Corporation in the form of the Note now before this meeting and hereby approved or containing such additional, modified or revised terms as may be acceptable to any of said officers and/or employees by his execution thereof, and 6 to enter into, execute and deliver such amendments or modifications to said Agreement from time to time as may be acceptable to any of said officers and/or employees as evidenced by his execution thereof, including amendments changing the persons authorized to act on behalf of this Corporation thereunder or under numbered paragraphs one and two of these Resolutions and also to execute and deliver new promissory notes and letter agreements to the Bank when from time to time appropriate in order to continue the arrangements contemplated by the Note and Agreement now before this meeting in effect through any changes (including increases) in this Corporation's credit arrangement with the Bank. 2. That any one of the following officers and/or employees of this Corporation: ________________________________________________________________________________ ________________________________________________________________________________ be and each of them is hereby authorized, directed and empowered for and on behalf and in the name of this Corporation to, by telephone or in writing (including by telecopy or other facsimile means) request borrowings from and direct repayment to, the Bank from time to time pursuant to said Agreement in such amounts from time to time as such officers and/or employees deem appropriate and to orally direct the transfer by wire of funds so borrowed to the account of this Corporation at the Bank and to select the interest rate options applicable to the borrowings by this Corporation under its revolving loan facility in accordance with the Agreement. 3. Any of the officers, agents and employees of this Corporation be and they are hereby authorized, empowered and directed to do and perform such other acts and things, and to make, execute and deliver from time to time such other documents and instruments on behalf of this Corporation in order to comply with or evidence compliance with the terms of said Agreement and any other documents as so executed. 4. The __________ Secretary of this Corporation shall deliver a certified copy of these resolutions to the Bank, and the Bank shall be entitled conclusively to presume as against this Corporation that these resolutions remain in full force and effect and said officers, employees and agents authorized hereunder continue to be authorized to act pursuant to the authority herein granted unless and until said Bank shall have actually received written notification from the __________ Secretary or other officer of this Corporation of the rescission, modification or amendment of these resolutions or of the authorization herein contained; but no such rescission, modification or amendment shall affect any transaction occurring prior to the actual receipt by the Bank of such written notice. 5. These Resolutions shall be in addition to and supplementary of all resolutions of this Board of Directors now or hereafter on file with said Bank and this Resolution shall not revoke, supersede or modify any of such other resolutions. I further certify that the Agreement and Note referred to in said resolutions as being before this meeting are in the same forms, respectively, as the Procedures Letter - Floating and Fixed Rates For Loan dated as of May 1, 1997 and as the Demand Note dated as of May 1, 1997 each as executed by this Corporation and delivered to the Bank, excepting only for such changes and amendments as are and were approved by the duly authorized officer and/or employee as evidenced by his execution thereof. 7 I further certify that the persons named below are at the date hereof the duly elected, qualified and acting incumbents of the respective offices and/or job titles of this Corporation set out at the left of their respective names, and the signatures at the right of said names, respectively, are the genuine signatures of said officers and/or employees: Title/Job Description Name Signature --------------------- ---- --------- - --------------------------- ---------------------- -------------------- - --------------------------- ---------------------- -------------------- - --------------------------- ---------------------- -------------------- - --------------------------- ---------------------- -------------------- IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of said Corporation this 1st day of May, 1997. ____________________________ __________ Secretary as aforesaid (Corporate Seal) ____________________________ Other Officer ____________________________ Title This Resolution must also be signed by a second officer of the corporation or a member of its Board of Directors if the Secretary (or other certifying officer) is authorized to act alone by the above resolutions. 8 EX-2 3 PROXY & VOTING AGREEMT BETWEEN VOLK & BENNETT EXHIBIT 2 Irrevocable Proxy and Voting Agreement Bennett Offshore Restructuring Fund, Inc. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 86,502 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to Volk Enterprises, Inc. (the "Purchaser"). Seller will own beneficially an additional 145,867 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT OFFSHORE RESTRUCTURING FUND, INC. By: ------------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ PURCHASER: VOLK ENTERPRISES, INC. By: ------------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ 2 EX-3 4 PROXY & VOTING AGREEMT BETWEEN VOLK & BENNETT OFFS EXHIBIT 3 Irrevocable Proxy and Voting Agreement Bennett Restructuring Fund, L.P. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 213,498 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to Volk Enterprises, Inc. (the "Purchaser"). Seller will own beneficially an additional 360,015 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares"). IRREVOCABLE PROXY Seller hereby makes, constitutes and appoints the Purchaser or its designee with full power to appoint a nominee or nominees to act hereunder from time to time the true and lawful attorney and proxy of Seller to vote the Purchased Shares at all annual and special meetings of stockholders of the Company, and any postponements or adjournments thereof, and to take any action by written consent with the same force and effect as Seller might or could do, hereby ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof. This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable for a period of three years. Seller further agrees to take such further action (which may include a letter of direction to the broker holding the Purchased Shares in street name to vote the Purchased Shares as instructed by Purchaser) as shall be reasonably necessary to allow Purchaser to vote the Shares at any such meeting or by written consent. VOTING AGREEMENT Seller further agrees that for a period of one year following the date of this instrument, it will vote one-half of the Unpurchased Shares of the Corporation not sold by it within such one-year period only as instructed by Purchaser, and that with respect to any such Unpurchased Shares sold or otherwise transferred by Seller within 90 days of the date hereof ("Transferred Shares"), Seller, unless such Transferred Shares have been voted on such matters after the date hereof and prior to such transfer, will require the buyer or transferee to agree for the remainder of such 90-day period to vote one-half of such Transferred Shares only as instructed by Purchaser with respect to the election of directors of the Corporation and on any issues relating to the Corporation's Shareholder Rights Plan. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized representative this 15th day of May, 1997. BENNETT RESTRUCTURING FUND, L.P. By: Restructuring Capital Associates, L.P., its general partner By: Bennett Capital Corporation, its general partner By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- PURCHASER: VOLK ENTERPRISES, INC. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----