Harbinger Group Inc. – ‘PREC14A’ on 4/18/97 re: Viskase Companies Inc

As of:  Friday, 4/18/97   ·   Accession #:  950129-97-1644   ·   File #:  0-05485

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Zapata Corp. - Envirodyne Industries, Inc. 5/16/97    24     78K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.        )

Filed by the Registrant [   ]                                                   
Filed by a Party other than the Registrant [X]                                  
Check the appropriate box:                                                      
[X]      Preliminary Proxy Statement                                            
[   ]    Confidential, for Use of Commission Only (as permitted by Rule         
14a-6(e)(2))                                                  
[   ]    Definitive Proxy Statement                                             
[   ]    Definitive Additional Materials                                        
[   ]    Soliciting Material Pursuant to Section 240.14a-11(c) or Section       
240.14a-12                                                    

ENVIRODYNE INDUSTRIES, INC. 
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

ZAPATA CORPORATION
--------------------------------------------------------------------------------
(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) 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 transaction:      

         -----------------------------------------------------------------------
(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:                                           

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--PRELIMINARY COPY--

ZAPATA CORPORATION

1717 St. James Place, Suite 550 
Houston, Texas 77056
(713) 940-6100

-------------------------   

PROXY STATEMENT 

In Opposition to Solicitation by the Board of Directors of
ENVIRODYNE INDUSTRIES, INC. 

-------------------------   

ANNUAL MEETING OF STOCKHOLDERS OF 
ENVIRODYNE INDUSTRIES, INC. 

To be held on May 16, 1997

To Fellow Stockholders of Envirodyne:                                           

               This Proxy Statement and the accompanying BLUE proxy card are
being furnished by Zapata Corporation, a Delaware corporation ("Zapata"), to    
stockholders of Envirodyne Industries, Inc., a Delaware corporation (the        
"Company"), in connection with the solicitation of proxies by Zapata for use at 
the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be  
held on Friday, May 16, 1997, at 9:00 a.m., local time, at Sidley & Austin, One 
First National Plaza, 55th Floor Conference Center, Chicago, Illinois, and at   
any adjournment or postponement thereof.  The principal executive offices of    
the Company are located at 701 Harger Road, Suite 190, Oak Brook, Illinois      
60521.  This Proxy Statement and the enclosed BLUE proxy card are being sent to 
stockholders by Zapata on or about April __, 1997.                              

                At the Annual Meeting, five directors will be elected.  Zapata
is soliciting proxies in support of:                                            

          1.       The election of the following three nominees of
Zapata (the "Zapata Nominees") to serve as directors until the next Annual      
Meeting and until their successors are elected and qualified:                   

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                    Malcolm I. Glazer, Avram A. Glazer and Robert V.
Leffler, Jr.;                                                                   

           2.       The ratification of the appointment of Coopers &
Lybrand L.L.P. as the Company's independent accountants for the fiscal year     
ending December 25, 1997; and                                                   

              3.       A proposal recommending that the Board of Directors
of the Company take appropriate action to redeem as soon as practicable the     
rights issued under the Rights Agreement between the Company and Harris Trust & 
Savings Bank dated as of June 26, 1996 (the "Rights Plan") or otherwise         
terminate the Rights Plan and not implement any other stockholder rights plan   
without a binding vote of the Company's stockholders.                           

             As reported in the Notice of Annual Meeting of Stockholders
and Proxy Statement filed by the Company (the "Company Proxy Statement") with   
the Securities and Exchange Commission on _______, 1997, the record date (the   
"Record Date") for the Annual Meeting is March 21, 1997.  Only stockholders of  
record as of the close of business on the Record Date will be entitled to       
notice of and to vote at the Annual Meeting.  According to the Company Proxy    
Statement, as of the close of business on the Record Date there were            
outstanding 14,552,233 shares of the Company's common stock, par value $0.01    
per share ("Common Stock").  Each share of Common Stock is entitled to one vote 
on all matters to come before the Annual Meeting.  The Company has no other     
class of voting securities outstanding.                                         

              Shares of Common Stock cannot be voted at the Annual Meeting
unless the holder thereof is present in person or represented by proxy.  When   
the accompanying BLUE proxy card is properly executed and returned, the shares  
represented thereby will be voted as specified thereon.  If no specification    
has been given in a proxy and authority to vote has not been withheld, the      
shares represented thereby will be voted: "FOR" the Zapata Nominees, "FOR" the  
ratification of the appointment of Coopers & Lybrand L.L.P. as the independent  
accountants for the Company for the 1997 fiscal year and "FOR" the proposal     
recommending that the Board of Directors redeem the rights issued under or      
otherwise terminate the Rights Plan.  As to any other matters as may properly   
come before the Annual Meeting, the persons named as proxies on the enclosed    
BLUE proxy card will vote in accordance with their judgment on such matters     
pursuant to discretionary authority.  See "Voting and Proxy Procedures" below.  

        TO ELECT THE ZAPATA NOMINEES TO THE COMPANY'S BOARD OF
DIRECTORS AND TO VOTE IN FAVOR OF THE PROPOSAL RECOMMENDING THAT THE BOARD OF   
DIRECTORS TAKE ACTION TO REDEEM THE RIGHTS ISSUED UNDER OR OTHERWISE TERMINATE  
THE STOCKHOLDERS RIGHTS PLAN, PLEASE SIGN, MARK, DATE AND PROMPTLY RETURN THE   
ENCLOSED BLUE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.  ONLY YOUR      
LATEST DATED AND SIGNED PROXY WILL COUNT AT THE ANNUAL MEETING.                 

                ZAPATA URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE
COMPANY.  IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY                

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BY DELIVERING A LATER DATED BLUE PROXY CARD TO ZAPATA IN THE ENCLOSED           
POSTAGE-PAID ENVELOPE.                                                          

             If you have any questions or need assistance in voting your
shares or in changing your vote please contact Zapata at (713) 940-6100 or our  
solicitation agent:                                                             

GEORGESON & COMPANY INC.
Wall Street Plaza 
New York, New York 10005
Toll Free (800) 223-2064

or

Bankers and Brokerage 
Firms please call collect:
(212) 440-9800

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ANNUAL MEETING PROPOSALS

PROPOSAL 1:                                                                     
APPROVAL OF THE ZAPATA NOMINEES                                                 
FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING                                 

        According to the Company Proxy Statement, the Board of
Directors voted at a meeting held on March 19, 1997 to reduce the number of     
directors from seven to five members upon the expiration of the current term of 
directors.  The terms of the seven incumbent directors will expire at the       
Annual Meeting.  The Board of Directors is soliciting proxies in favor of the   
election of five incumbent Directors (excluding incumbent directors Malcolm I.  
Glazer and Avram A. Glazer) as nominees for election as directors to serve      
until the 1998 Annual Meeting of Stockholders of the Company and until their    
successors are duly elected and qualified.  Zapata proposes that the three      
Zapata Nominees (including incumbent directors Malcolm I. Glazer and Avram A.   
Glazer) be elected as directors of the Company, to serve until the next Annual  
Meeting and until their successors shall have been duly elected and qualified.  

             The name, business address, present principal occupation or
employment and employment history of each of the Zapata Nominees is set forth   
below.  Such information has been furnished by the respective nominees.  Each   
of the Zapata Nominees, if elected, will hold office until the 1998 Annual      
Meeting of Stockholders and until his successor has been elected and qualified  
or until his earlier death, resignation or removal.  Each of the Zapata         
Nominees has consented to serve as a director, if elected.  While Zapata does   
not expect that any of the Zapata Nominees will be unable to stand for          
election, in the event that one or more of the Zapata Nominees become           
unavailable to serve, shares represented by the accompanying BLUE proxy card    
will be voted for a substitute candidate or candidates selected by Zapata or    
the proxy holders.                                                              

ZAPATA NOMINEES FOR DIRECTOR                                                    

            MALCOLM I. GLAZER, age 68, has served as a director of the
Company since May 1995. Mr. Glazer is a self-employed private investor, whose   
diversified portfolio consists of investments in television broadcasting,       
restaurants, restaurant equipment, food services equipment, health care,        
banking, real estate, stocks, government securities and corporate bonds. He is  
also the owner of the Tampa Bay Buccaneers, a National Football League          
franchise.  Mr. Glazer has been President and Chief Executive Officer of First  
Allied Corporation ("First Allied"), an investment company, since 1984.  He has 
served as a director of Zapata since July 1993, has been the Chairman of the    
Board of Directors of Zapata since July 1994 and served as President and Chief  
Executive Officer of Zapata from August 1994 until March 1995.  He currently    
serves as the Chairman of the Board of Houlihan's Restaurant Group, Inc., a     
restaurant holding company ("Houlihan's"), and a director of Specialty          
Equipment Companies, Inc., a food services equipment manufacturer               
("Specialty").  Malcolm I. Glazer is the father of Avram A. Glazer.  His        
business address is 1482 South Ocean Boulevard, Palm Beach, Florida 33480.      

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          AVRAM A. GLAZER, age 36, has served as a director of the
Company since May 1995, and a member of the Audit Committee of the Board of     
Directors of the Company since January 1997.  Mr. Glazer has served as the      
President and Chief Executive Officer of Zapata since March 1995.  Prior to     
that time, Mr. Glazer was employed by, and worked on behalf of, Malcolm I.      
Glazer and a number of entities owned and controlled by Malcolm I. Glazer,      
including Florida Management Office, TV Management Office, Farmington Mobile    
Home Park, Inc., Century Development Corporation d/b/a/ KGNS Laredo and         
Canandaigua Mobile Park.  Mr. Glazer has served as Vice President of First      
Allied since 1985.  He has served as a director of Zapata since July 1993, and  
also is a director of Houlihan's and Specialty.  Avram A. Glazer is the son of  
Malcolm I. Glazer.  His business address is 18 Stoney Clover Lane, Pittsford,   
New York 14534.                                                                 

            ROBERT V. LEFFLER, Jr., age 51, has served as owner of the
Leffler Agency, an advertising and marketing/public relations firm based in     
Baltimore, Maryland that specializes in sports, rental real estate and medical  
areas, for more than the past five years.  Among the clients of the Leffler     
Agency are the Tampa Bay Buccaneers owned by Malcolm I. Glazer.  Mr. Leffler    
has served as a director of Zapata since May 1995.  His business address is     
2607 North Charles St., Baltimore, Maryland 21218.                              

            Zapata expects the Zapata Nominees, if elected, to receive
such compensation as is provided to non-employee Directors of the Company       
under its established compensation arrangements.  The established compensation  
arrangements for directors (including incumbent directors Malcolm I. Glazer and 
Avram A. Glazer) during 1996, as described in the Company Proxy Statement,      
consisted of the following:                                                     

              Each director who was not an officer of the Company received
               an annual retainer of $20,000 in 1996 and a fee of $1,000 for
               each attended meeting of the Board of Directors.  Chairmen of
         committees of the Board of Directors received an annual
                retainer of $1,500 in 1996.  Directors also received a fee for
                each attended meeting of a committee of the Board of Directors
             of $1,000 ($500 in the case of committee meetings occurring
           immediately before or after meetings of the full Board of
             Directors).  Directors who were officers of the Company did
              not receive compensation in their capacity as members of the
       Board of Directors.  On May 10, 1995 (the date of the
           Company's 1995 Annual Meeting of Stockholders), each non-
           employee director of the Company received a non-qualified
             stock option to purchase 2,000 shares of Common Stock at an
             option exercise price equal to the fair market value of the
                Common Stock on the date of grant in accordance with the terms
               of the Envirodyne Industries, Inc. 1993 Stock Option Plan, as
              amended and restated.  Pursuant to this Plan, on the date of
       the 1996 Annual Meeting of Stockholders, non-employee
               directors were granted an additional stock option to purchase
                1,000 shares of Common Stock at an option exercise price equal
             to the fair market value of the Common Stock on the date of
               the grant.  Pursuant to the Company's Non-Employee Directors'
              Compensation Plan, non-employee directors of the Company may
               elect to receive their director fees in the form of shares of
              Common Stock.  The number of shares received is based on the
   average of the closing bid and asked price of the

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         Common Stock on the business day preceding the date the
            Common Stock is issued.  All of the non-employee directors
              elected to receive their director fees in the form of shares
of Common Stock for 1996.                     

               ZAPATA STRONGLY ENCOURAGES YOU TO VOTE FOR EACH OF THE ZAPATA
NOMINEES LISTED ABOVE ON THE ENCLOSED BLUE PROXY CARD.                          

PROPOSAL 2:                                                                     
RATIFICATION OF APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S        
INDEPENDENT ACCOUNTANTS FOR THE 1997 FISCAL YEAR                                

            As set forth in the Company Proxy Statement, at the Annual
Meeting, the stockholders will be asked to vote on a proposal to ratify the     
appointment of Coopers & Lybrand L.L.P. as the independent accountants for the  
Company for the fiscal year ending December 25, 1997.  According to the Company 
Proxy Statement, representatives of Coopers & Lybrand L.L.P. are expected to be 
present at the Annual Meeting and will have an opportunity to respond to        
appropriate questions and make a statement if they so desire.  The accompanying 
BLUE proxy card will be voted in accordance with your instructions on such      
matter.  You may vote for ratification of the appointment of Coopers & Lybrand  
L.L.P. as the independent accountants or vote against or abstain from voting on 
ratification of Coopers & Lybrand L.L.P. by marking the appropriate box on the  
BLUE proxy card.  If no marking is made, you will be deemed to have given a     
direction to vote the shares represented by the BLUE proxy card FOR the         
ratification of the appointment of Coopers & Lybrand L.L.P.                     

PROPOSAL 3:                                                                     
RECOMMENDATION THAT THE COMPANY'S BOARD OF DIRECTORS TAKE APPROPRIATE ACTION TO 
REDEEM AS SOON AS PRACTICABLE THE RIGHTS ISSUED UNDER THE RIGHTS PLAN OR        
OTHERWISE TERMINATE THE RIGHTS PLAN AND NOT IMPLEMENT ANY OTHER STOCKHOLDER     
RIGHTS PLAN WITHOUT A BINDING VOTE OF THE COMPANY'S STOCKHOLDERS                

        Zapata strongly encourages you to vote in favor of the
proposal recommending that the Board of Directors of the Company take           
appropriate action to redeem as soon as practicable the rights (the "Rights")   
issued under the Rights Plan or otherwise terminate the Rights Plan and not     
implement any other stockholder rights plan without a binding vote of the       
Company's stockholders.                                                         

             On June 26, 1996, the Company's Board of Directors (Messrs.
Malcolm I. Glazer and Avram A. Glazer dissenting), without stockholder          
approval, adopted the Rights Plan, a type of anti-takeover device commonly      
known as a "poison pill."  In a June 26, 1996 press release, the Company stated 
that the adoption of the Rights Plan followed the announcement by Zapata that   
Zapata had raised its ownership of Common Stock to approximately 40.6% of the   
shares outstanding.  The press release further stated that "[w]hile the Company 
has been and continues to be prepared to carefully consider good faith offers   
to acquire the Company, the Board believes that                                 

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the Rights Plan will enhance the Board's ability to negotiate the best price    
possible, on behalf of all the Company's stockholders, should a change of       
control occur.  The Rights Plan is designed, among other things, to prevent an  
acquiror from gaining control of the Company without offering a fair price to   
all of the Company's stockholders."  The terms of the Rights Plan effectively   
preclude Zapata from becoming the beneficial owner of shares of Common Stock if 
its aggregate beneficial ownership would equal or exceed 41% of the outstanding 
shares of Common Stock (except pursuant to a tender or exchange offer for all   
outstanding shares of Common Stock on terms approved by a majority of the       
directors of the Company not representatives of or affiliated with Zapata).     

             If the Rights are redeemed, Zapata would be able to acquire
beneficial ownership of additional shares of Common Stock above the 41%         
ownership threshold set by the Rights Plan.  Zapata intends to continue to      
evaluate the possibility of acquiring additional shares of Common Stock and     
desires the opportunity to make such acquisitions without being effectively     
precluded from doing so by the terms of the Rights Plan.  Such purchases of     
Common Stock by Zapata could include transactions in the open market or         
privately negotiated transactions not involving an offer to all stockholders of 
the Company.  If Zapata obtains ownership of shares of Common Stock exceeding   
50% of the outstanding shares of Common Stock entitled to vote, Zapata will be  
the beneficial owner of Common Stock having sufficient voting power to          
determine the outcome of any action taken by the stockholders of the Company    
(including action by written consent without a meeting), except for any vote    
prior to August 16, 1997 on certain "business combinations" within the meaning  
of Section 203 of the Delaware General Corporation Law.  See "Possible          
Acquisition by Zapata of Additional Common Stock or Merger or Other Business    
Combination with the Company" below.                                            

             If Zapata acquires beneficial ownership of more than 50% of
the Common Stock, the Company may be required, under the terms of instruments   
governing certain of its outstanding debt, to redeem such debt at the option of 
the respective holders at a premium.  The Company has stated that such          
redemption could result in an additional cost to the Company of up to $18       
million.  See "Possible Acquisition by Zapata of Additional Common Stock or     
Merger or Other Business Combination with the Company" below.                   

          The Rights Plan provides that the Board of Directors may
redeem the Rights at an exercise price of $.001 per Right (subject to           
adjustment in certain circumstances), payable in cash or shares of Common       
Stock.  The Rights Plan also provides, however, that a decision to redeem the   
Rights requires the concurrence of a majority of the Continuing Directors (as   
defined in the Rights Plan).  The definition of Continuing Director in the      
Rights Plan generally includes directors of the Company who either were members 
of the Board of Directors on June 26, 1996 or subsequently become members of    
the Board of Directors if their nomination for election or election is approved 
by a majority of the Continuing Directors.  The definition, however, excludes,  
among others, a director of the Company  who, together with certain affiliates  
and associates, is the beneficial owner of 35% or more of the Common Stock then 
outstanding.  As a result of this exclusion, Malcolm I. Glazer and Avram A.     
Glazer currently are not considered to be Continuing Directors and the Zapata   
Nominees, if elected, will likewise not be considered Continuing Directors.     
Under the terms of the                                                          

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Rights Plan, a Zapata Nominee, if elected, would therefore be excluded from the 
group of directors whose concurrence is necessary to redeem the Rights or to    
amend the Rights Plan and whose recommendation or approval is necessary in      
order for persons who subsequently become directors to be Continuing Directors. 
Zapata believes that the provisions of the Rights Plan relating to Continuing   
Directors create an impediment to a change in composition of the Board of       
Directors that the Company's stockholders may desire because such provisions    
place certain members of the Company's existing Board of Directors (and         
successors approved by them) in a position to prevent new directors not         
approved by such members (or successors) from participating in any decision to  
redeem or amend the Rights.  If, for example, the Company's stockholders voted  
to elect directors that do not include any Continuing Directors, a situation    
would be created in which the Rights could not, in accordance with the terms of 
the Rights Plan, be redeemed or amended, regardless of whether such action      
would be in the best interests of the Company and its stockholders.  In         
addition, Zapata believes that the elements of the definition of Continuing     
Director and related provisions which discriminate against its existing         
ownership position are unfair and invalid.  Zapata intends to seek, through     
litigation, to invalidate or otherwise challenge the provisions of the Rights   
Plan relating to Continuing Directors.                                          

                If the three Zapata Nominees are elected, they will constitute
a majority of the five-member Board of Directors.  The combination of the       
recommended redemption of the Rights and the election of the Zapata Nominees    
may facilitate Zapata's ability to undertake transactions described under       
"Possible Acquisition by Zapata of Additional Common Stock or Merger or Other   
Business Combination with the Company" below.                                   

        ZAPATA STRONGLY ENCOURAGES YOU TO VOTE IN FAVOR OF THE
PROPOSAL RECOMMENDING THAT THE COMPANY'S BOARD OF DIRECTORS TAKE ACTION TO      
REDEEM THE RIGHTS ISSUED UNDER OR OTHERWISE TERMINATE THE RIGHTS PLAN.          

OTHER PROPOSALS                                                                 

       Except as set forth above, Zapata is not aware of any
proposals to be brought before the Annual Meeting.  Should other proposals be   
properly brought before the Annual Meeting, the persons named on the BLUE proxy 
card will vote on such proposals in accordance with their  judgment pursuant to 
discretionary authority.                                                        

        For a description of the voting and proxy solicitation
procedures, see "Voting and Proxy Procedures" and "Proxy Solicitation" below.   

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POSSIBLE ACQUISITION BY ZAPATA OF 
ADDITIONAL COMMON STOCK OR MERGER 
OR OTHER BUSINESS COMBINATION WITH THE COMPANY

                The purpose of Zapata's initial acquisition of Common Stock in
August 1995 was to make an investment which would be the first step in a        
proposed transformation of Zapata away from the energy business and into        
food-related businesses.  Zapata recently has announced its intention to change 
from its previous strategy of repositioning into food-related businesses to a   
new multi-industry strategy that includes expansion with various businesses as  
appropriate opportunities arise.  Zapata intends to continue to evaluate the    
possibility of acquiring additional shares of Common Stock from time to time in 
the open market or in privately negotiated transactions or proposing a merger   
or other business combination with the Company.  See "Annual Meeting            
Proposals--Proposal 3" above for information regarding the effect of the Rights 
on Zapata's ability to acquire additional shares of Common Stock.  Redemption   
of the Rights or termination of the Rights Plan would facilitate Zapata's       
ability to increase its level of ownership of Common Stock.                     

       Election of the three Zapata Nominees would result in
representatives of Zapata constituting a majority of the five-member Board of   
Directors of the Company.  Zapata does not have any plans to change the         
executive management of the Company and is generally satisfied with the         
performance of the Company's executive management.  A majority of the members   
of the Board of Directors would be in a position to cause the Company to enter  
into a merger agreement or other business combination transaction, subject to   
any requisite vote of the Company's stockholders.  Zapata does not, however,    
intend to enter into any agreement for a merger or other business combination   
transaction between Zapata and the Company unless the agreement is approved by  
a committee of the Board of Directors of the Company consisting entirely of     
persons not representatives of, or otherwise affiliated with, Zapata and an     
opinion from a nationally recognized investment banking firm is received to the 
effect the terms of such transaction are fair to the stockholders of the        
Company from a financial point of view.  Depending on Zapata's level of         
ownership of Common Stock, Zapata might be in a position to exercise sufficient 
voting power to cause any requisite vote of the Company's stockholders required 
in connection with such a transaction to be obtained.  See "Annual Meeting      
Proposals -- Proposal 3."                                                       

           The Company has outstanding debt that contains provisions
giving the respective holders the right to require the Company the right to     
repurchase the debt upon the occurrence of a "change of control."  A change of  
control under these provisions would occur if (i) any person is or becomes the  
beneficial owner of more than 50% of the Common Stock or (ii) during any period 
of two calendar years, individuals who at the beginning of such period          
constituted the Board of Directors of the Company (together with any new or     
replacement directors whose election by the stockholders of the Company was     
approved by a vote of a majority of the directors of the Company then still in  
office who were either directors of the Company at the beginning of such        
two-year period or whose election or nomination was previously so approved)     
cease for any reason to constitute a majority of the Board of Directors then in 
office.  The Company has stated that if a change of control were to occur under 
these provisions, the Company would be required to repay                        

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early up to approximately $380 million principal amount of debt at an           
additional cost to the Company of up to $18 million.  Zapata does not believe   
that election of the Zapata Nominees would cause a change of control within the 
meaning of the relevant provisions in the Company's debt instruments to be      
deemed to occur.  If Zapata were to become the beneficial owner of more than    
50% of the Common Stock such a change of control would be deemed to occur.  In  
deciding whether to acquire additional Common Stock that would cause its        
beneficial ownership to exceed 50% of the Common Stock, Zapata would expect to  
consider relevant factors, including the terms on which debt required to be     
repurchased by the Company could be refinanced.                                 

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VOTING AND PROXY PROCEDURES 

             At the Annual Meeting, five directors are to be elected for
the ensuing year to hold office until the next Annual Meeting and until the     
election and qualification of their successors.  Zapata is soliciting your      
proxy in support of the election of the three Zapata Nominees as directors of   
the Company. Because the number of directors to be elected at the Annual        
Meeting is set at five and Zapata has nominated only three persons to serve as  
directors, the proxy holders on the enclosed BLUE proxy card cannot vote for    
more than three directors at the Annual Meeting.  Zapata is proposing only      
three nominees because a full slate of five nominees not approved by specified  
members of Board of Directors would result in the occurrence of a "change of    
control" for purposes of certain debt covenants of the Company.  See "Possible  
Acquisition by Zapata of Additional Common Stock or Merger or other Business    
Combination with the Company" above.  In addition, election of a full slate of  
five nominees without approval by a majority of "Continuing Directors" could,   
under the terms of the Rights Plan, leave the Company with no means of          
redeeming or amending the Rights.  See "Annual Meeting Proposals--Proposal 3"   
above.  If all three Zapata Nominees are elected to serve as directors, the     
remaining two seats are likely to be filled by nominees of the Board of         
Directors.  However, there can be no assurance that any elected nominee of the  
Board of Directors would serve on the Company's Board of Directors with the     
Zapata Nominees.                                                                

                The Company's Board of Directors has set March 21, 1997 as the
Record Date for determining those stockholders who will be entitled to notice   
of and to vote at the Annual Meeting.  According to the Company Proxy           
Statement, as of the Record Date there were 14,552,233 shares of Common Stock   
issued and outstanding.  The presence, in person or by proxy, of the holders of 
a majority of the shares of Common Stock entitled to vote at the Annual Meeting 
is necessary to constitute a quorum for the conduct of business at the Annual   
Meeting.                                                                        

              As stated in the Company Proxy Statement, in the election of
directors, each share of Common Stock is entitled to cast one vote for each     
director to be elected.  Cumulative voting is not permitted.  Nominees for      
director receiving the affirmative vote of a plurality of shares of Common      
Stock present in person or by proxy and entitled to vote at the Annual Meeting  
will be elected as directors.  For all matters except the election of           
directors, each share of Common Stock is entitled to one vote.  The affirmative 
vote of a majority of Common Stock present in person or by proxy and entitled   
to vote at the Annual Meeting is required for each of the other matters         
submitted to the stockholders for approval or ratification.  A "broker          
non-vote" is a vote withheld by a broker on a particular matter in accordance   
with stock exchange rules because the broker has not received instructions from 
the customer for whose account the shares are held.  Abstentions, directions to 
withhold authority and broker non-votes will be treated as present for          
determining a quorum.  Abstentions, directions to withhold authority and broker 
non-votes will have no effect on the election of directors.  On all other       
matters, abstentions will have the effect of a negative vote, and broker        
non-votes will have no effect.                                                  

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              Shares of Common Stock cannot be voted at the Annual Meeting
unless the holder thereof is present or represented by proxy.  IN ORDER FOR     
YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN, MARK, DATE AND 
SEND THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO GEORGESON & COMPANY INC. IN  
THE ENCLOSED ENVELOPE IN TIME TO BE VOTED AT THE ANNUAL MEETING.  When the      
accompanying BLUE proxy card is properly executed and returned, the shares      
represented thereby will be voted as specified thereon.  If no specification    
has been given in a proxy and authority to vote has not been withheld, the      
shares represented thereby will be voted:  "FOR" the Zapata Nominees, "FOR" the 
ratification of the appointment of Coopers & Lybrand L.L.P. as the independent  
accountants for the Company for the 1997 fiscal year and "FOR" the proposal     
recommending that the Board of Directors take action to redeem the Rights       
issued under or otherwise terminate the Rights Plan.  IT IS UNDERSTOOD THAT IF  
YOU SIGN WITHOUT OTHERWISE MARKING THE BLUE PROXY CARD, YOU WISH TO VOTE THE    
SHARES HELD BY YOU AS RECOMMENDED BY ZAPATA ON ALL MATTERS TO BE ACTED UPON AT  
THE ANNUAL MEETING.                                                             

             Only stockholders of record at the close of business on the
Record Date will be entitled to notice of and to vote at the Annual Meeting.    
If you were a stockholder of record on the Record Date, you will retain your    
voting rights for the Annual Meeting even if you sell your shares after the     
Record Date.  ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE SHARES HELD BY YOU 
ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES ON THE BLUE PROXY      
CARD, EVEN IF YOU SELL SUCH SHARES AFTER THE RECORD DATE.                       

              ANY STOCKHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT
ANY TIME PRIOR TO ITS EXERCISE BY (1) DELIVERING A WRITTEN, DATED REVOCATION OF 
SUCH PROXY OR (2) DELIVERING A LATER DATED PROXY OR (3) BY VOTING IN PERSON AT  
THE ANNUAL MEETING.                                                             

               A revocation may be in any written form validly signed by the
record holder as long as it clearly states that the proxy previously given is   
no longer effective and it is executed and delivered prior to the time that the 
action authorized by the executed proxy is taken.  The revocation may be        
delivered to (i) Zapata Corporation, 1717 St. James Place, Suite 550, Houston,  
Texas 77056, Attention:  Joseph L. von Rosenberg III; (ii) Georgeson & Company  
Inc., Wall Street Plaza, New York, New York 10005; or (iii) to Envirodyne       
Industries, Inc., 701 Harger Road, Suite 190, Oak Brook, Illinois 60521,        
Attention: Corporate Secretary.  Although a revocation or later dated proxy     
delivered only to the Company will be effective to revoke a previously executed 
proxy, Zapata requests that if a revocation or later dated proxy is delivered   
to the Company, a photocopy of the revocation or later dated proxy also be      
delivered to Zapata or Georgeson & Company Inc., at the address set forth       
above, so that Zapata will be aware of such revocation.                         

           If any of your shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the Record Date, only it can   
vote such shares and only upon receipt of your                                  

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specific instructions.  Accordingly, please contact the person responsible for  
your account and instruct that person to execute on your behalf the BLUE proxy  
card.                                                                           

PROXY SOLICITATION

              Proxies will be solicited by mail, advertisement, telephone,
telegram, facsimile and/or personal solicitation by directors, officers or      
regular employees of Zapata.  No such persons shall receive additional          
compensation for such solicitation.  In addition, Zapata has retained Georgeson 
& Company Inc. to aid in the solicitation of proxies and to solicit proxies     
from brokers, bank nominees, institutional holders and registered holders.      
Zapata has agreed to pay Georgeson a fee of $40,000, plus out-of-pocket         
expenses.  Approximately 25 persons will be used by Georgeson in its            
solicitation efforts, which may also be made by mail, advertisement, telephone, 
telegram, facsimile and in person.                                              

            Zapata anticipates that a total of approximately $________
will be spent in connection with this solicitation.  Actual expenditures may    
vary materially from the estimate, however, as many of the expenditures cannot  
be readily predicted.  To date, expenses not in excess  of $200,000 have been   
incurred in connection with the solicitation.  The entire expense of preparing, 
assembling, printing and mailing this Proxy Statement and any other soliciting  
materials and the cost of soliciting proxies will initially be borne by Zapata. 
If the Zapata Nominees are elected, Zapata intends to request reimbursement     
from the Company for these expenses.  This request will not be submitted to a   
vote of the Company's stockholders.  Banks, brokerage houses and other          
custodians, nominees and fiduciaries will be required to forward the Proxy      
Statement and other solicitation material to the beneficial owners of the       
shares they hold of record, and Zapata will reimburse them for their reasonable 
out-of-pocket expenses.                                                         

                Certain information about Zapata, the Zapata Nominees  and the
other "participants" in the proxy solicitation (the "Participants") is set      
forth in the attached Schedule I.                                               

               PLEASE SIGN, MARK, DATE AND PROMPTLY RETURN THE ENCLOSED BLUE
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO ELECT THE ZAPATA NOMINEES   
AND TO RECOMMEND THAT THE BOARD OF DIRECTORS OF THE COMPANY TAKE ACTION TO      
REDEEM THE RIGHTS ISSUED UNDER OR OTHERWISE TERMINATE THE RIGHTS PLAN.          

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OWNERSHIP OF COMPANY SHARES 

           See the Company Proxy Statement for information regarding
shares of Common Stock held by the Company's directors, nominees, management    
and other 5% stockholders. Schedule II hereto sets forth certain information    
relating to the shares beneficially owned by the  Participants.                 

STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING 

       Information concerning the date by which proposals of
stockholders intended to be presented at the 1998 Annual Meeting of             
Stockholders of the Company must be received by the Company for inclusion in    
the Company's proxy statement and form of proxy for that meeting is contained   
in the Company Proxy Statement under the heading "Stockholder Proposals for the 
1998 Annual Meeting" and is incorporated herein by reference.                   

           Except as otherwise noted, the information concerning the
Company contained in this Proxy Statement has been taken from or is based upon  
documents and records on file with the Securities and Exchange Commission and   
other publicly available information.  Although Zapata  does not have any       
knowledge that would indicate that any statements contained herein based upon   
such documents and records are untrue, Zapata does not take any responsibility  
for the accuracy or completeness of the information contained in such documents 
and records, or for any failure by the Company to disclose events that may have 
occurred and may affect the significance or accuracy of any such information    
but which are unknown to Zapata.                                                

          Sincerely,

                  ZAPATA CORPORATION

               Avram A. Glazer
                                     President and Chief Executive Officer

April __, 1997                                                                  

                YOUR PROXY IS IMPORTANT.  NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN, PLEASE VOTE IN SUPPORT OF THE ELECTION OF THE ZAPATA NOMINEES AND THE  
PROPOSAL RECOMMENDING THAT THE BOARD OF DIRECTORS TAKE ACTION TO REDEEM THE     
RIGHTS ISSUED UNDER OR OTHERWISE TERMINATE THE RIGHTS PLAN BY SIGNING, DATING   
AND MAILING THE ENCLOSED BLUE PROXY CARD.  ONLY YOUR LATEST DATED PROXY COUNTS. 
EVEN IF YOU HAVE ALREADY                                                        

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RETURNED THE BOARD'S WHITE PROXY CARD, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT  
BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY CARD.                    

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SCHEDULE I
INFORMATION ABOUT ZAPATA
AND OTHER PARTICIPANTS

            The Participants currently include the Zapata Nominees and
Zapata.                                                                         

ZAPATA NOMINEES                                                                 

      The name, business address and present occupation or
employment or business of the Zapata Nominees are described in the Proxy        
Statement under "Zapata Nominees for Directors."  Malcolm I. Glazer and Avram   
A. Glazer each made one late filing with the Securities and Exchange Commission 
of a report required by Section 16(a) of the Securities Exchange Act of 1934,   
as amended (the "Exchange Act").                                                

ZAPATA CORPORATION                                                              

              Zapata Corporation's principal business activities currently
include marine protein operations, food services operations conducted through   
the Company and oil and gas operations in Bolivia.  Zapata recently has         
announced a new multi-industry strategy that includes expansion into various    
businesses as appropriate opportunities present themselves.  Zapata's principal 
executive offices are located at 1717 St. James Place, Suite 550, Houston,      
Texas 77056.  Zapata beneficially owns 5,877,304 shares (approximately 40.4%)   
of the outstanding Common Stock, of which 870,000 shares are owned of record.   
Zapata has made three purchases of Common Stock in the past two years.  It      
purchased 4,189,298 shares of Common Stock on August 7, 1995, 818,006 shares of 
Common Stock on June 19, 1996, and 870,000 shares of Common Stock on July 1,    
1996.  Zapata paid the purchase price for the shares it acquired on August 7,   
1995 by issuing a subordinated promissory note, payable to the order of Malcolm 
I. Glazer, as trustee of the Malcolm I. Glazer Trust, in the principal amount   
of $18.8 million, bearing interest at the prime rate and maturing in August     
1997, subject to prepayment at Zapata's option.  Zapata has prepaid the entire  
principal amount of and interest under the promissory note.  Zapata made one    
late filing with the Securities and Exchange Commission of a Form 4 required by 
Section 16(a) of the Exchange Act, in connection with Zapata's June 19, 1996    
purchase of shares of Common Stock.                                             

               Zapata intends to appear in person or by proxy at the meeting
of stockholders to nominate the Zapata Nominees and to bring Proposal 3 before  
the 1997 Annual Meeting.                                                        

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OTHER INFORMATION REGARDING THE ZAPATA NOMINEES AND ZAPATA                      

       Except as disclosed in the Proxy Statement and in the
Schedules thereto, none of the Zapata Nominees or Zapata: (i) has any           
arrangements or understandings with any person or persons with respect to       
any future employment by the Company or its affiliates, or with respect         
to any future transactions to which the Company or any of its affiliates        
may be a party; or (ii) was a party to any contract, arrangement or             
understanding with any person with respect to any securities of the Company,    
including, but not limited, to joint ventures, loans or option arrangements,    
put or calls, guarantees against loss or guarantees of profit, division of      
losses or profits or the giving or withholding of proxies.                      

             Each Zapata Nominee has provided the Company with a written
consent stating his consent to being named as a Zapata Nominee and to serve as  
a member of the Board of Directors of the Company, if elected.                  

         Certain additional information relating to, among other
things, the ownership, purchase and sale of securities of the Company by the    
Participants and their respective associates, or arrangements with respect      
thereto, is set forth in Schedule II below.                                     

* * * 

ADDITIONAL PARTICIPANT INFORMATION

           Zapata beneficially owns 5, 877,304 shares (approximately
40.4%) of the outstanding Common Stock.  Malcolm I. Glazer is a director of     
Zapata and the Company and may be deemed a beneficial owner of such shares      
because he beneficially owns approximately 35.2% of the outstanding common      
stock of Zapata and is the Chairman of the Board of Directors of Zapata.        
Zapata understands that Malcolm I. Glazer disclaims beneficial ownership of     
such shares of Common Stock.  Malcolm I. Glazer also holds 5,979 shares of      
Common Stock granted to him in lieu of directors' fees and currently            
exercisable options to purchase 3,000 shares of Common Stock granted to him as  
a non-employee director of the Company.  Avram A. Glazer is a director of       
Zapata and the Company and holds 5,979 shares of Common Stock granted to him in 
lieu of directors' fees and currently exercisable options to purchase 3,000     
shares of Common Stock granted to him as a non-employee director of the         
Company.  Avram A. Glazer also has an option to purchase 20,000 shares of       
Zapata's common stock.  Robert V. Leffler, Jr. is a director of Zapata and has  
an option to purchase 13,333 shares of Zapata's common stock exercisable within 
60 days.  Malcolm I. Glazer is the father of Avram A. Glazer.                   

* * * 

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SCHEDULE II 
OWNERSHIP OF AND TRANSACTIONS IN
SHARES OF THE COMPANY BY PARTICIPANTS 

                Based on information in the Company Proxy Statement, as of the
Record Date (March 21, 1997), there were 14,552,233 shares of Common Stock      
outstanding.  As of the Record Date, according to information known to Zapata,  
Participants held an aggregate of 5,895,262 shares of Common Stock (excluding   
currently exercisable options to purchase 3,000 shares of Common Stock held by  
each of Malcolm I. Glazer and Avram A. Glazer), representing approximately      
40.5% of the voting power of the outstanding Common Stock, based on the number  
of outstanding shares set forth above.  Based on that number, as of the Record  
Date, Participants and their respective associates beneficially owned shares of 
Common Stock as set forth below in the table.  Unless otherwise indicated, such 
persons have sole voting and investment power with respect to such shares and   
all such shares were owned beneficially and of record by the person indicated.  

                                                                [Download Table]

Name and Address             Number of Shares     Percent 
of Beneficial Owner         Beneficially Owned    of Class
-------------------         ------------------    --------
                                                          
Zapata Corporation                  5,877,304      40.4%  
1717 St. James Place                                      
Suite 500                                                 
Houston, Texas  77056                                     

Malcolm I. Glazer                   5,886,283(1)   40.4%  
1482 South Ocean Boulevard                                
Palm Beach, Florida  33480                                

Avram A. Glazer                         8,979(2)     *    

Robert V. Leffler, Jr.                     --        --   

---------------------                                                           
   *       Less than one percent of the outstanding shares of Common
Stock.                                                                          

    (1)     The ownership indicated includes 5,877,304 shares owned by
Zapata and 3,000 currently exercisable options to purchase shares of Common     
Stock granted to Mr. Glazer as a non-employee director of the Company.  Mr.     
Glazer may be deemed a beneficial owner of the shares held by Zapata because he 
beneficially owns approximately 35.2% of the outstanding common stock of Zapata 
and is the Chairman of the Board.  Zapata has been informed that Mr. Glazer     
disclaims beneficial ownership of such shares.                                  

      (2)     The ownership indicated includes 3,000 currently exercisable
options to purchase shares of Common Stock granted to Avram A. Glazer as a      
non-employee director of the Company.                                           

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            Information regarding purchases and sales of shares of the
Common Stock by Participants since April 1, 1995 is set forth below.            

                                                                [Download Table]

                                             Transaction  Number of      
Participant                     Transaction      Date       Shares       
-----------                     -----------      ----       ------       
                                                                         
Avram A. Glazer                     (1)         9/30/96          4,961   
                                                1/31/97          1,018   

Malcolm I. Glazer                   (1)         9/30/96          4,961   
                                                1/31/97          1,018   

Malcolm I. Glazer, as Trustee      Sale         8/07/95      4,189,298(2)
of the Malcolm I. Glazer Trust                                           

Zapata Corporation               Purchase       8/07/95      4,189,298(2)
                                 Purchase       6/19/96        818,006   
                                 Purchase       7/01/96        870,000   

_____________________                                                           

(1)     These shares were issued pursuant to the Company's    
Non-Employee Directors' Compensation Plan, which provides that non-employee     
directors may elect to receive their directors' fees in the form of shares of   
Common Stock.                                                                   

     (2)     The Malcolm I. Glazer Trust sold 4,189,298 shares of Common
Stock to Zapata on August 7, 1995.  Malcolm I. Glazer was the trustee and       
beneficial owner of the Malcolm I. Glazer Trust at the time of the sale of the  
shares to Zapata.  Zapata paid the purchase price for these shares by issuing a 
subordinated promissory note, payable to the order of Malcolm I. Glazer, as     
trustee of the Malcolm I. Glazer Trust, in the principal amount of $18.8        
million, bearing interest at the prime rate and maturing in August 1997,        
subject to prepayment at Zapata's option.  Zapata has prepaid the entire amount 
of principal and interest under the promissory note.                            

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YOUR VOTE IS EXTREMELY IMPORTANT

    Regardless of the number of shares of Common Stock you own, please
vote as recommended by Zapata by taking these simple steps:                     

1.       Please SIGN, MARK, DATE and MAIL the enclosed BLUE proxy card in the   
      enclosed postage-paid envelope as soon as possible before the Annual
Meeting on May 16, 1997.                                      

2.       If you wish to vote for the Zapata Nominees, you must submit the       
  enclosed BLUE proxy card, even if you have already submitted the
     Company's proxy card.  Only your latest dated and signed proxy card
will count at the Annual Meeting.                             

3.       If your shares are held for you in "street name" by a bank or broker,  
      the bank or broker may not give your proxy without your instruction.
     Please call your bank or broker and instruct your representative to
      vote for the Zapata Nominees on the BLUE proxy card and the proposal
    recommending that the Board of Directors take action to redeem the
rights issued under or otherwise terminate the Rights Plan.   

4.       If you have any questions or require any additional information        
concerning this Proxy Statement, please contact either:       

Zapata Corporation                            
1717 St. James Place                          
Suite 550                                     
Houston, Texas 77056                          
(713) 940-6100                                

      or our solicitation agent who can also assist stockholders in voting
or changing their vote:                                       

GEORGESON & COMPANY INC.
Wall Street Plaza 
New York, New York 10005
Toll Free (800) 223-2064

or

Bankers and Brokerage 
Firms please call collect:
(212) 440-9800

Time is short.  Please vote today!

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--PRELIMINARY COPY--

ENVIRODYNE INDUSTRIES, INC. 
ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY
ZAPATA CORPORATION

            The undersigned stockholder of Envirodyne Industries, Inc.
(the "Company") hereby appoints ___________________ and _______________, and    
each of them with full power of substitution, for and in the name of the        
undersigned, to represent and to vote, as designated below, all shares of       
common stock of Envirodyne Industries, Inc.  that the undersigned is entitled   
to vote if personally present at the 1997 Annual Meeting of Stockholders of     
Envirodyne Industries, Inc., to be held on May 16, 1997 at 9:00 a.m., local     
time, at Sidley & Austin, One First National Plaza, 55th Floor, Chicago,        
Illinois, and at any adjournment or postponement thereof.  The undersigned      
hereby revokes any previous proxies with respect to the matters covered by this 
Proxy.                                                                          

ZAPATA RECOMMENDS A VOTE FOR PROPOSAL 1,
FOR PROPOSAL 2 AND FOR PROPOSAL 3.

(Please mark each proposal with an "X" in the appropriate box)                  

1.      ELECTION OF DIRECTORS:                                

           Zapata Nominees:  Election of Malcolm I. Glazer, Avram A.
Glazer and Robert V. Leffler, Jr.                                               

       [ ]     FOR all nominees except           [ ]      WITHHOLD AUTHORITY
             as marked below                            for all nominees

INSTRUCTION: To withhold authority to vote for election of one or more persons  
nominated by Zapata, mark FOR above and print the name(s) of the person(s) with 
respect to whom you wish to withhold authority in the space below.              

________________________________________________________________________________

________________________________________________________________________________

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        2.      RATIFICATION OF APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE
COMPANY'S ACCOUNTANTS FOR THE 1997 FISCAL YEAR:                                 

    [ ]     FOR              [ ]      AGAINST          [ ]     ABSTAIN

        3.      RECOMMENDATION THAT THE BOARD OF DIRECTORS OF THE COMPANY TAKE
APPROPRIATE ACTION TO REDEEM AS SOON AS PRACTICABLE THE RIGHTS ISSUED UNDER THE 
STOCKHOLDER RIGHTS PLAN ADOPTED BY THE BOARD AS OF JUNE 26, 1996 OR OTHERWISE   
TERMINATE THE RIGHTS PLAN AND NOT IMPLEMENT ANY OTHER STOCKHOLDER RIGHTS PLAN   
WITHOUT A BINDING VOTE OF THE COMPANY'S STOCKHOLDERS:                           

    [ ]     FOR              [ ]      AGAINST          [ ]     ABSTAIN

   IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR    
POSTPONEMENT THEREOF.                                                           

    PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.                                        

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 This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder.  IF NO DIRECTION IS MADE, THIS  
PROXY WILL BE DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSAL 1, FOR PROPOSAL 2   
AND FOR PROPOSAL 3.                                                             

              Please date and sign this Proxy exactly as your name
              appears hereon and return this Proxy in the enclosed
postage-paid envelope.                

                     -----------------------------------------------------------
               (Signature)

                     -----------------------------------------------------------
                (Signature, if held jointly)

                     -----------------------------------------------------------
               (Title)

Dated:                                
                            ----------------------------------------------------

                  When shares are held by joint tenants, both should sign.
                    When signing as attorney in fact, executor, administrator,
                 trustee, guardian, corporate officer or partner, please
                    give full title as such.  If a corporation, please sign in
                  corporate name by President or other authorized officer.
              If a partnership, please sign in partnership name by
authorized person.                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREC14A’ Filing		Date		First		Last			Other Filings
		12/25/97		3		7			10-K,  10-K/A
		8/16/97		8
		5/16/97		2		22			8-K,  SC 13D/A
		4/21/97							DEFA14A
Filed on:		4/18/97							10-K/A,  DEFC14A,  SC 13D/A
		3/21/97		3		19			10-K
		3/19/97		5					8-K
		7/1/96		17
		6/26/96		3		23
		6/19/96		17					8-K
		8/7/95		17		20
		5/10/95		6					DEF 14A
		4/1/95		20
									List all Filings