1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ENVIRODYNE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
294037205
- --------------------------------------------------------------------------------
(CUSIP Number)
Joseph L. von Rosenberg III
Executive Vice President, General Counsel and Corporate Secretary
ZAPATA CORPORATION
1717 St. James Place, Suite 550
Houston, Texas 77056
(713) 940-6100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 3 Pages
2
INTRODUCTORY NOTE.
This Amendment No. 8 to Schedule 13D is being filed on behalf
of Zapata Corporation, a Delaware corporation ("Zapata"), to supplement certain
information set forth in the Schedule 13D relating to securities of Envirodyne
Industries, Inc. (the "Issuer") originally filed by Zapata on August 17, 1995,
as amended by Amendments No. 1, 2, 3, 4, 5, 6 and 7 to Schedule 13D filed on
June 21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23, 1997,
April 29, 1997 and May 14, 1997, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby supplemented as follows:
On May 15, 1997, Zapata sent a letter to F. Edward Gustafson, Chairman,
President and Chief Executive Officer of the Issuer, relating to Zapata's
proposal made on May 14, 1997 for a merger transaction with the Issuer by which
Zapata would acquire the shares of Common Stock of the Issuer not owned by
Zapata for consideration of $8 per share, consisting of $4 per share in cash and
$4 per share in common stock of Zapata, with the stock consideration to be based
on an exchange ratio to be determined. The letter and the related press release
issued by Zapata are filed as Exhibit 99.9 and Exhibit 99.10 hereto,
respectively, and are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Document Description
-------------- --------------------
99.9 Letter from Zapata Corporation to
Envirodyne Industries, Inc. dated
May 15, 1997
99.10 Zapata Corporation press release
dated May 15, 1997
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: May 15, 1997.
ZAPATA CORPORATION
By: /s/ JOSEPH L. VON ROSENBERG III
----------------------------------
Joseph L. von Rosenberg III
Executive Vice President,
General Counsel and
Corporate Secretary
Page 2 of 3 Pages
3
EXHIBIT INDEX
Exhibit Number Document Description
-------------- --------------------
99.9 Letter from Zapata Corporation to
Envirodyne Industries, Inc., dated
May 15, 1997
99.10 Zapata Corporation press release
dated May 15, 1997
Page 3 of 3 Pages
1
Exhibit 99.9
[Zapata Letterhead]
May 15, 1997
VIA FACSIMILE (630-571-0959)
Mr. F. Edward Gustafson
Chairman of the Board, Chief Executive Officer and President
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521
Dear Mr. Gustafson:
To allay any concern that Zapata would not proceed with its proposal conveyed
to you yesterday for a merger in which stockholders of Envirodyne would receive
consideration valued at $8 per share, Zapata undertakes that if Zapata should
withdraw its proposal at any time prior to November 15, 1997 (which Zapata does
not intend to do if its slate of directors is elected at tomorrow's meeting),
one of Zapata's designees on the board of directors of Envirodyne would resign,
and Zapata's remaining designees on the board would vote in favor of a
replacement director designated by the directors not affiliated with Zapata.
Sincerely,
/s/ AVRAM A. GLAZER
Avram A. Glazer
1
Exhibit 99.10
ZAPATA CORPORATION STRENGTHENS
COMMITMENT TO ACQUIRE ENVIRODYNE
INDUSTRIES, INC.
HOUSTON, TX - MAY 15, 1997 - ZAPATA CORPORATION (NYSE:ZAP) announced today that
it has sent the following letter to Mr. F. Edward Gustafson, Chairman of the
Board, Chief Executive Officer and President of Envirodyne Industries, Inc.:
Dear Mr. Gustafson:
To allay any concern that Zapata would not proceed with its proposal
conveyed to you yesterday for a merger in which stockholders of
Envirodyne would receive consideration valued at $8 per share, Zapata
undertakes that if Zapata should withdraw its proposal at any time
prior to November 15, 1997 (which Zapata does not intend to do if its
slate of directors is elected at tomorrow's meeting), one of Zapata's
designees on the board of directors of Envirodyne would resign, and
Zapata's remaining designees on the board would vote in favor of a
replacement director designated by the directors not affiliated with
Zapata.
Sincerely,
Avram A. Glazer
Avram A. Glazer, Chief Executive Officer and President of Zapata, said, "We
believe this commitment should demonstrate that Zapata is serious about its
proposal to acquire Envirodyne."
Contact: Joseph L. von Rosenberg, III, Executive Vice President
(713) 940-6100/Fax: (713) 940-6122
