-----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, Ex2s7Fl7uNIPAyvYDnugcwv1Q7+9FWHGXO4RBWaXmcG3GkQ3sjilx8R1k0L5cBg5 pwYLcjnBEbkw7gW1aSI4kQ== 0000950172-97-000457.txt : 19970513 0000950172-97-000457.hdr.sgml : 19970513 ACCESSION NUMBER: 0000950172-97-000457 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970512 SROS: NONE FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05485 FILM NUMBER: 97601184 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 DEFA14A 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant {X} Filed by a Party other than the Registrant {_} Check the appropriate box: {_} Preliminary Proxy Statement (Revocation of Consent Statement) {_} Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) {_} Definitive Proxy Statement (Revocation of Consent Statement) {X} Definitive Additional Materials {_} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 ENVIRODYNE INDUSTRIES, INC. ----------------------------------------- (Name of Registrant as Specified in Its Charter) ----------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): {X} No fee required. {_} Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____ (4) Proposed maximum aggregate value of transactions: _____________ (5) Total fee paid. - ------------ {_} Fee paid previously with preliminary materials. {_} Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: _______________________________________ (2) Form, Schedule or Registration Statement No.: _________________ (3) Filing Party: _________________________________________________ (4) Date Filed: ___________________________________________________ FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Nasdaq Small Cap: EDYN MEDIA: INVESTORS: May 12, 1997 Jeff Zilka Stephen M. Schuster or (312) 255-3048 Gordon S. Donovan (630) 575-2400 ENVIRODYNE RECEIVES PROXY CONTEST ENDORSEMENT FROM LEADING SHAREHOLDER ADVISORY FIRM OAK BROOK, Ill. -- May 12 -- Envirodyne Industries, Inc. (Nasdaq Small Cap: EDYN) reported today that Institutional Shareholder Services (ISS) has recommended that its clients vote for Envirodyne's slate of directors and against Zapata Corporation's proposal to remove the stockholder rights plan at the company's annual meeting set for Friday, May 16, 1997. Institutional Shareholder Services, based in Bethesda, Maryland, is recognized as the leading independent institutional advisor on proxy contests, corporate governance and related issues. The ISS recommendation, which was sent to its clients on May 9, said: "We agree with management in that it appears that Zapata's primary reason for engaging in a proxy contest with Envirodyne is to allow Zapata to gain majority control of the company without having to make a takeover offer for the whole company. There are no disputes among the company and Zapata regarding the adequacy of the company's past performance or its future direction. We find it difficult to support the Zapata nominees when their only objection with management and the board is the fact that a poison pill was enacted in order to prevent Zapata from increasing its ownership in the company." Add One ISS In recommending that its clients vote for the Envirodyne slate of directors, and against the Zapata nominees, ISS noted that "even without seats on the board, Zapata has the power to exert significant influence over the company due to its voting power." Zapata, Envirodyne's largest stockholder, is led by Malcolm Glazer, Zapata's chairman and largest shareholder. Glazer and his son, Avram, both currently directors of Envirodyne, were not nominated for reelection by the company. In recommending a vote against the Zapata non-binding proposal to remove Envirodyne's stockholder rights plan, ISS said that while it generally opposes such plans, Envirodyne's plan is "warranted in this case given the company's specific circumstances." F. Edward Gustafson, Envirodyne chairman of the board, president and chief executive officer, said, "we are pleased that ISS's independent recommendation matches our own views on these issues. ISS provides a source for stockholders, both big and small, who are looking for the recommendation of a neutral third party, well-experienced in these issues, to guide their vote." Envirodyne has major interests in food packaging and the food supplies industry, operating through three subsidiaries -- Viskase Corporation, Clear Shield National, Inc. and Sandusky Plastics, Inc. The company recently reported operating income of $39.7 million for the year ended December 26, 1996 on net sales of $651.4 million. -----END PRIVACY-ENHANCED MESSAGE-----