-----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, LWkf2ErZoOX7oBOcx7g16JaNBp9bCOPv2ByH36fHlB1HJfGoCzF6EixSvQrdqKaq 2AJGWE2bsMSv/dxdq9spFA== 0001013594-97-000019.txt : 19970704 0001013594-97-000019.hdr.sgml : 19970704 ACCESSION NUMBER: 0001013594-97-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970703 SROS: NONE 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: 97636235 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: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129746000 MAIL ADDRESS: STREET 1: 712 FIFTH AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENVIRODYNE INDUSTRIES, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 294037205 (CUSIP Number) Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 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 disclosures 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). Continued on the Following Pages) Page 1 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elliott Associates, L.P., a Delaware Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 689,050 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 689,050 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.735% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westgate International, L.P., a Cayman Islands Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 447,900 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 447,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.078% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 447,900 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 447,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.078% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This statement is filed pursuant to Rule 13d-2(a) with respect to securities beneficially owned by the reporting persons specified herein as of July 3, 1997 and amends and supplements the Schedule 13D dated January 23, 1997 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D is hereby restated in its entirety. ITEM 2. Identity and Background (a)-(c) The names of the persons filing this statement on Schedule 13D are: Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries ("Elliott"), Westgate International, L.P., a Cayman Islands limited partnership ("Westgate"), and Martley International, Inc., a Delaware corporation ("Martley"). Paul E. Singer ("Singer") and Braxton Associates, L.P., a Delaware limited partnership ("Braxton LP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), is the sole general partner of Westgate. Martley is the investment manager for Westgate. Martley expressly disclaims equitable ownership of and pecuniary interest in any Common Stock. ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Elliott is to purchase, sell, trade and invest in securities. SINGER Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Singer's principal occupation or employment is that of serving as general partner of Elliott and Braxton LP and president of Martley. BRAXTON LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Braxton LP is the furnishing of investment advisory services. The names, business addresses, and present principal occupation or employment of the general partners of Braxton LP are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019General partner of Elliott and Braxton LP and President of Martley Braxton Associates,712 Fifth Avenue Inc. 36th Floor New York, New York 10019The principal business of Braxton Associates, Inc. is serving as general partner of Braxton LP The name, business address, and present principal occupation or employment of each director and executive officer of Braxton Associates, Inc. are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of MartleyWESTGATE The business address of Westgate is Westgate International, L.P., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The principal business of Westgate is to purchase, sell, trade and invest in securities. The name, business address, and present principal occupation or employment of the general partner of Westgate are as follows: NAME: Hambledon, Inc. ADDRESS:Hambledon, Inc. c/o Midland Bank Trust Corporation (Cayman) Limited P.O. Box 1109 Mary Street Grand Cayman Cayman Islands British West Indies OCCUPATION: The principal business of Hambledon is serving as general partner of Westgate. HAMBLEDON, INC. The name, business address, and present principal occupation or employment of each director and executive officer of Hambledon are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of 36th Floor Elliott and New York, NY 10019 Braxton LP and President of Martley MARTLEY INTERNATIONAL, INC. The business address of Martley is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Martley is to act as investment manager for Westgate. The name, business address, and present principal occupation or employment of each director and executive officer of Martley are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of 36th Floor Elliott and Braxton New York, NY 10019 LP and President of Martley (d) and (e) During the last five years, none of the persons or entities above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws. (f) All of the natural persons listed above are citizens of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds used by Elliott in making purchases of the Common Stock beneficially owned by it are set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Margin account maintained at Merrill $4,597,438.10 Lynch, Pierce, Fenner and Smith Inc. The source and amount of funds used by Westgate in making purchases of the Common Stock beneficially owned by it are set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Margin account maintained at Merrill $981,745.07 Lynch, Pierce, Fenner and Smith Inc. ITEM 4. Purpose of Transaction Each of Elliott and Westgate acquired the Common Stock beneficially owned by it in the ordinary course of its trade or business of purchasing, selling, trading and investing in securities. Martley has acted as investment manager with respect to Westgate's acquisition of beneficial ownership of Common Stock. Depending upon market conditions and other factors that it may deem material, each of Elliott and Westgate may purchase additional Common Stock or related securities or may dispose of all or a portion of the Common Stock or related securities that it now beneficially owns or may hereafter acquire. Except as set forth below, none of Elliott, Westgate or Martley has any plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. Elliott recently sent a letter to the Board of =Directors on behalf of Elliott and Westgate commenting on a recent acquisition proposal by Messrs. Heisley and Kelly. A copy of this letter is attached as Exhibit B. ITEM 5. Interest in Securities of the Issuer (a) Elliott owns 689,050 shares of Common Stock, representing 4.735% of the outstanding shares of Common Stock. Westgate owns 447,900 shares of Common Stock, representing 3.078% of the outstanding shares of Common Stock. (b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by it. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by Westgate. Information regarding each of Westgate and Martley for the purposes of subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. (c) The following transactions were effected by Elliott during the past sixty (60) days: Approximate Amount of Shares Price per Share Date Security Bought (Sold) (exclusive of commissions) 5/8/97 Common Stock 1,000 $ 6.125 5/14/97 Common Stock (3,000) $ 6.875 5/16/97 Common Stock 3,000 $ 6.75 5/21/97 Common Stock (1,000) $ 7.50 5/21/97 Common Stock (1,000) $ 7.625 5/21/97 Common Stock 5,000 $ 7.375 5/29/97 Common Stock 2,500 $ 7.250 6/3/97 Common Stock 2,000 $ 7.125 6/9/97 Common Stock (1,900) $ 7.250 6/12/97 Common Stock 2,500 $ 8.125 All transactions in Common Stock were effected by Elliott in over-the-counter transactions in New York. The following transactions were effected by Westgate during the past sixty (60) days: Approximate Amount of Shares Price per Share Date Security Bought (Sold) (exclusive of commissions) 5/14/97 Common Stock (2,000) $ 6.875 5/16/97 Common Stock 3,000 $ 6.75 5/23/97 Common Stock (300) $ 7.625 6/3/97 Common Stock 2,000 $ 7.125 6/9/97 Common Stock (1,200) $ 7.250 6/12/97 Common Stock 500 $ 8.125 All transactions in Common Stock were effected by Westgate in over-the-counter transactions in New York. (d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott. No person other than Westgate has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Westgate and Martley. (e) Not applicable. ITEM 7. Material to be Filed as Exhibit Exhibit A - Joint Filing Agreement Exhibit B - Letter, dated June 19, 1997, from Elliott Associates, L.P. to Board of Directors of Issuer SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: ELLIOTT ASSOCIATES, L.P. July 3, 1997 By:/s/ Paul E. Singer Paul E. Singer General Partner WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc., as Investment Manager By:/s/ Paul E. Singer Paul E. Singer President MARTLEY INTERNATIONAL, INC. By:/s/ Paul E. Singer Paul E. Singer President EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that this Amendment No. 1 to Schedule 13D with respect to the Common Stock of Envirodyne Industries, Inc., dated July 3, 1997, is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. Dated as of: July 3, 1997 ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P. By:/s/ Paul E. Singer By: Martley International, Paul E. Singer Inc., General Partner as Investment Manager By:/s/ Paul E. Singer Paul E. Singer President MARTLEY INTERNATIONAL, INC. By:/s/ Paul E. Singer Paul E. Singer President ELLIOTT ASSOCIATES, L.P. 712 Fifth Avenue New York, New York 10019 Tel: (212) 506-2999 Fax: (212) 974-2092 June 19, 1997 Board of Directors c/o Stephen M. Schuster, Esq. Envirodyne Industries Inc. 701 Harger Road Suite 190 Oak Brook, IL 60521 Gentlemen: I am writing on behalf of Elliott Associates, L.P. and its associated fund, Westgate International, L.P., which in the aggregate own approximately 7.8% of Envirodyne's common stock. While we reserve judgment on whether and at what price Envirodyne should be sold, we welcome the interest that Messrs. Heisley and Kelly (the "Bidders") have shown and encourage the Board to evaluate their recent acquisition proposal constructively and critically. In this regard, we request that you keep in mind the following observations. First, the Board's special committee that is considering the Bidders' proposal should (i) retain its own legal and financial advisors that are truly independent of both the Bidders and management and (ii) actively solicit and evaluate competing acquisition proposals. These safeguards are commonly employed and are especially important where, as here, one of the Bidders is a director and the other is associated with the CEO. This is by no means intended to reflect negatively on either the Bidders or management but rather to state the obvious - that the process should be conducted with complete fairness and be designed to maximize the value to shareholders. Second, the Bidders' proposal does not come close to fairly valuing Envirodyne inclusive of its patent lawsuit. The likely debate over how to value that suit could be avoided by spinning the litigation off to shareholders via a litigation trust or litigation certificates, as has been done in a number of other instances. A variant on this idea would be to give shareholders the choice between receiving an incremental cash amount or a share of the litigation recovery, in addition to some base cash value for the business. Spinning off the litigation would have the added benefit of making it easier for outsiders to submit competing bids for the Company, since outsiders lack the present Bidders' extensive familiarity with the litigation. Third, just as the litigation should not be undervalued in a merger agreement, so too it should not be undervalued at the settlement table. We would object to any settlement of the patent suit that is reached as an expedient to permit the sale of the business. A settlement should stand on its own, without regard to the desire to sell the business. Here again, spinning off the litigation may permit its value to be optimized without delaying or impeding an otherwise sensible sale of the business. Fourth, the Bidders' proposal appears to contemplate that Envirodyne enter into a break-up fee arrangement even before a definitive merger agreement is entered into. It would be inexcusable for Envirodyne to enter into such an arrangement before the Bidders themselves are firmly committed to an acquisition through a fully executed merger agreement with financing in place entered into at the completion of a professionally managed auction. Thank you for your consideration of our views. Very truly yours, Mark D. Brodsky -----END PRIVACY-ENHANCED MESSAGE-----