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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
Vice President, General Counsel
and Corporate Secretary
Zapata Corporation
P.O. Box 4240
Houston, Texas 77210
(713) 940-6100
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
August 7, 1995
(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. [x]
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SCHEDULE 13D
Cusip No. 294037205
1. Name of reporting person
S.S. or I.R.S. identification no. of above person
ZAPATA CORPORATION
2. Check the appropriate box if a member of a group (a) [_]
(b) [_]
3. SEC use only
4. Source of funds
OO
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
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<CAPTION>
<S> <C> <C> <C>
Number of 7. Sole voting power 4,189,298
Shares
Beneficially 8. Shared voting power each -0-
Owned by
Reporting person 9. Sole dispositve power 4,189,298
With
10. Shared dispositve power -0-
</TABLE>
11. Aggregate amount beneficially owned by each reporting person
4,189,298
12. Check box if the aggregate amount in row (11) excludes
certain shares [_]
13. Percent of class represented by amount in row (11)
31.0%
14. Type of reporting person
CO
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Item 1. Security and Issuer.
The class of securities to which this statement relates is the Common
Stock, par value $0.01 per share ("Common Stock") of Envirodyne Industries, Inc.
(the "Issuer"), a Delaware corporation. The address of the principal executive
offices of the Issuer is:
Envirodyne Industries, Inc.
701 Harger Road, Suite 198
Oak Brook, Illinois 60521
Item 2. Identity and Background.
Reporting Person
Zapata Corporation ("Zapata") is a Delaware corporation engaged in the
businesses of natural gas compression, gas gathering, processing and marketing,
marine protein operations, and Bolivian oil and gas operations.
Other persons enumerated in Instruction C
The persons enumerated in Instruction C to Schedule 13D and their
respective residence or business addresses, principal occupation or employment
and name, principal business and address in which such employment is conducted
are set forth in Appendix A hereto, which is incorporated herein by reference.
Each such person is a citizen of the United States.
Certain proceedings
Neither Zapata nor, to the knowledge of Zapata, any other person
enumerated in Instruction C to Schedule 13D, during the last five years, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration used to purchase the shares of Common Stock of the
Issuer to which this Schedule 13D relates was Zapata's subordinated promissory
note in the principal amount of $18,780,623, payable to the order of Malcolm I.
Glazer, as trustee of the Malcolm I. Glazer trust. The subordinated promissory
note bears interest at the prime rate, payable quarterly, matures on August 7,
1997, and may be prepaid at any time at the option of Zapata without premium or
penalty.
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Item 4. Purpose of Transaction.
The purpose of the acquisition by Zapata of securities of the Issuer
is to make an investment in the Issuer, as the first step in a proposed
transformation of Zapata away from the energy business and into food-related
businesses. Zapata intends to evaluate the possibility of acquiring additional
shares of Common Stock or proposing a merger with or acquisition of the Issuer
in the future. Zapata may purchase additional shares of Common Stock from time
to time in the open market or in privately negotiated transactions. In
determining whether to purchase additional shares of Common Stock and in
formulating any plan or proposal for a merger or other acquisition transaction,
Zapata intends to consider various factors, including the Issuer's financial
condition, business and prospects, other developments concerning the Issuer, the
market for the Common Stock, the availability of shares of Common Stock for
purchase at particular price levels, the availability to Zapata of funds for
such purpose, the availability and nature of other opportunities available to
Zapata, developments with respect to Zapata's businesses, general economic,
money and stock market conditions, and other future developments. Zapata also
reserves the right to change its current intentions and may determine to dispose
of all or a portion of the shares of Common Stock held by it.
Messrs. Malcolm I. Glazer and Avram A. Glazer are members of the board
of directors of the Issuer. Zapata may seek additional representation on the
board of directors of the Issuer or seek to control or otherwise influence the
management and policies of the Issuer.
Except as described above, neither Zapata nor, to the knowledge of
Zapata, any other person enumerated in Instruction C to Schedule 13D has any
plans or proposals with respect to the Issuer (although Zapata reserves the
right to develop any such plans or proposals) which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
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(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act or 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Zapata beneficially owns 4,189,298 shares of Common Stock. Based upon
information contained in the most recently available filing by the Issuer with
the Securities and Exchange Commission, such shares constitute approximately
31.0% of the outstanding shares of Common Stock. Zapata has the sole power to
vote and to dispose of all of such shares. To the knowledge of Zapata, no
shares of Common Stock are beneficially owned by any of the persons enumerated
in Instruction C to Schedule 13D, except that Malcolm I. Glazer may be deemed to
be a beneficial owner of the shares of Common Stock held by Zapata because Mr.
Glazer beneficially owns approximately 35.3% of the outstanding Common Stock of
Zapata and is the Chairman of the Board of Zapata. However, neither the filing
of this Statement nor any of its contents shall be deemed an admission that
Malcolm I. Glazer is the beneficial owner of any of such shares.
On August 7, 1995 Zapata acquired the 4,189,298 shares of Common Stock
the ownership of which is reported on this Statement from the Malcolm I. Glazer
Trust in a private transaction. The purchase price was a subordinated
promissory note of Zapata as described in Item 3. The principal amount of such
promissory note is $18,780,623, or $4.483 per share of Common Stock.
Item 6. Contracts, Arrangements, Understandings and Relationships with Respect
to Securities of the Issuer.
Zapata purchased the shares of Common Stock the ownership of which is
reported on this statement from the Malcolm I. Glazer Trust, a revocable living
trust of which Malcolm I. Glazer is the sole trustee and, during his lifetime,
the sole beneficiary. The Stock Purchase Agreement pursuant to which such
purchase was effected is included as an exhibit to this Statement.
Avram A. Glazer is the son of Malcolm I. Glazer.
Except as described above and in Items 4 and 5, neither Zapata nor, to
the knowledge of Zapata, any of the persons enumerated in Instruction C to
Schedule 13D, has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of Issuer,
including but not limited to transfer or voting of any of the securities,
finder's
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fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
1 - Stock Purchase Agreement dated as of August 7, 1995 between Zapata
Corporation and Malcolm I. Glazer, as trustee of the Malcolm I.
Glazer Trust, including form of Subordinated Promissory Note
attached as Exhibit A.
2 - Press release issued by Zapata on August 8, 1995.
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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, correct and complete.
Dated: August 17, 1995 ZAPATA CORPORATION
By: /s/ JOSEPH L. VON ROSENBERG III
-------------------------------
Vice President, General Counsel
and Secretary
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Appendix A
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Principal Occupation
Name and Residence or Employment and
or Business Address Position with Zapata
------------------- --------------------
<S> <C>
Malcolm I. Glazer Self-employed, private investor.
1482 South Ocean Boulevard Director and Chairman of the Board of
Palm Beach, Florida 33480 Zapata.
Avram A. Glazer Employed by Malcolm I. Glazer and a
18 Stoney Clover Lane number of entities owned and
Pittsford, New York 14534 controlled by Malcolm I. Glazer.
Director and President and Chief
Executive Officer of Zapata.
Peter M. Holt Chairman and Chief Executive Officer
Zapata Corporation of Energy Industries, Inc., a
P.O. Box 4240 subsidiary of Zapata and certain
Houston, Texas 77210-4240 other companies. Director of Zapata.
Ronald C. Lassiter Chairman and Chief Executive Officer
Zapata Protein, Inc. of Zapata Protein, Inc., a subsidiary
P.O. Box 4240 of Zapata. Director of Zapata.
Houston, Texas 77210-4240
Robert V. Leffler, Jr. Owner of the Leffler Agency, an
2607 North Charles Street advertising and marketing/public
Baltimore, Maryland 21218 relations firm based in Baltimore,
Maryland. Director of Zapata.
W. George Loar Retired television station executive.
4531 Faraon D-3 Director of Zapata.
St. Joseph, Missouri 64506
Lamar C. McIntyre Vice President, Chief Financial
Zapata Corporation Officer and Treasurer of Zapata.
P.O. Box 4240
Houston, Texas 77210-4240
Robert W. Jackson President and Chief Executive Officer
Zapata Corporation of Cimarron Gas Holding Company, a
P.O. Box 4240 subsidiary of Zapata
Houston, Texas 77210-4240
</TABLE>
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<TABLE>
<CAPTION>
Principal Occupation
Name and Residence or Employment and
or Business Address Position with Zapata
------------------- --------------------
<S> <C>
Joseph B. Mokry President and Chief Operating Officer
Zapata Corporation of Energy Industries, Inc., a
P.O. Box 4240 subsidiary of Zapata
Houston, Texas 77210-4240
</TABLE>
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EXHIBIT INDEX
Exhibit 1 - Stock Purchase Agreement dated as of August 7, 1995 between Zapata
Corporation and Malcolm I. Glazer, as trustee of the Malcolm I.
Glazer Trust, including form of Subordinated Promissory Note
attached as Exhibit A.
Exhibit 2 - Press release issued by Zapata on August 8, 1995.
