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EXHIBIT 14
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SECURITIES PURCHASE AGREEMENT
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SECURITIES PURCHASE AGREEMENT, dated October 12, 1994 (this
"Agreement"), by and between the entities listed on Schedule I attached hereto
(collectively, the "Sellers"), and THE MALCOLM GLAZER TRUST established U/A
dated as of March 23, 1990 (the "Purchaser").
W I T N E S S E T H :
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WHEREAS, the Sellers are the owners of 1,100,299 shares ("Envirodyne
Shares") of the issued and outstanding common stock, par value $.01 per share,
of Envirodyne Industries, Inc., a Delaware corporation ("Company"); and
WHEREAS, the Sellers desire to sell, assign, and transfer to the
Purchaser, and the Purchaser desires to purchase from the Sellers, the
Envirodyne Shares and all rights and interests related thereto and/or arising
therefrom, all upon the terms and conditions set forth herein.
P R O V I S I O N S :
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NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Sellers and the Purchaser agree as follows:
SECTION 1. Definitions. The following capitalized terms shall have
the following meanings:
(a) "Distributions" shall mean all dividends or other
distributions (whether in cash, property, securities, rights or otherwise) of
record or paid with respect to the Envirodyne Shares
after the date hereof and
prior to the Closing (as hereinafter defined in Section 3(b)).
(b) "Escrow Account" shall mean the escrow and depository account
established by the Sellers, the Purchaser and the Escrow Agent pursuant to the
Escrow Agreement.
(c) "Escrow Agent" shall mean Wertheim Schroder & Co.
Incorporated, a Delaware corporation.
(d) "Escrow Agreement" shall mean the Escrow Agreement, of even
date herewith, by and among the Sellers, the Purchaser and the Escrow Agent,
substantially in the form of Exhibit A annexed hereto.
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