SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 26, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-5485
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ENVIRODYNE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2677354
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Harger Road, Suite 190, Oak Brook, Illinois 60521
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-8800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Warrants to Purchase Common Stock
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
-----
As of March 19, 1997, the aggregate market value of the voting
stock held by non-affiliates of the registrant was $46,589,620.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by
a court. Yes X No
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As of March 19, 1997, there were 14,552,233 shares outstanding of
the registrant's Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III is incorporated by reference
from the registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.
<PAGE>
<PAGE>
PART I
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ITEM 1. BUSINESS
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(a) General development of business:
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General
Envirodyne Industries, Inc. is a Delaware corporation organized in 1970.
As used herein, the "Company" means Envirodyne Industries, Inc. and its
subsidiaries. The Company, through Viskase Corporation (Viskase), is the
leading producer of cellulosic casings used in preparing and packaging
processed meat products and is a major producer of heat shrinkable
plastic bags and specialty films for packaging and preserving fresh and
processed meat products, poultry and cheeses. The Company is also a
leading domestic and international manufacturer of plasticized polyvinyl
chloride (PVC) films, primarily for use in packaging food items. Through
Sandusky Plastics, Inc. (Sandusky), the Company is a producer of
thermoformed vending and promotional cups, plastic containers used in
the packaging of cultured dairy and delicatessen products, and of
horticultural trays and inserts. Finally, through Clear Shield National,
Inc. (Clear Shield), the Company is a major domestic producer of
disposable plastic cutlery, drinking straws, custom dining kits and
related products. The market positions of the Company's subsidiaries set
forth in this Form 10-K represent management's belief based upon
internally generated information. No independent marketing information
has been used to confirm the stated market position.
(b) Financial information about industry segments:
---------------------------------------------
Reference is made to Part IV, Item 14, Note 21 of Notes to Consolidated
Financial Statements.
(c) Narrative description of business:
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The Company's operations include food packaging products (Viskase and
Sandusky) and disposable foodservice supplies (Clear Shield).
VISKASE
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General
Viskase developed the basic process for producing cellulosic casings and
began commercial production in 1925. Since that time, management
believes that Viskase has been the leading worldwide producer of
cellulosic casings. In 1964 Viskase entered the specialty films
business. Since then, it has continued to introduce new specialty film
products to customers in the fresh and processed meat, poultry and
cheese industries. Viskase also manufactures and sells PVC plastic film
for wrapping fresh meats, poultry and other products.
Cellulosic Casings
Cellulosic casing products are used in the production of processed meat
and poultry products, such as hot dogs, salami and bologna. To
manufacture these products, meat is stuffed into the casings prior to
smoking and cooking. The casings, which are non-edible, serve to hold
the shape of the product during these processes. For certain products,
such as hot dogs, the casings are removed and discarded prior to retail
sale. Casings made of regenerated cellulose were developed by Viskase to
replace casings made of animal intestines. Cellulosic casings generally
afford greater uniformity, lower cost and greater reliability of supply.
The production of regenerated cellulose casings generally involves three
principal steps: production of a viscose slurry from wood pulp,
extrusion of a continuous tube during the regeneration process, and
"shirring" of the final product. Shirring is a process of folding or
compressing the casing in tubular form for subsequent use in high-speed
stuffing machines. The production of regenerated cellulose involves a
complex and continuous series of chemical and manufacturing processes,
and Viskase believes that its facilities and expertise in the manufac-
turing of extruded cellulose are important factors in maintaining its
product quality and operating efficiencies.
Viskase's product line includes both NOJAX (R) cellulosic casings for
small sausage products such as hot dogs and paper-reinforced cellulosic
casings for large sausages, salami, hams and other processed meat
products. Reinforced cellulosic casings are known in the meat industry
as fibrous casings.
Specialty Film Products
Since developing a technology for the extrusion of bioriented plastic
films in 1964, Viskase has continued to expand its product line of heat
shrinkable bags made from its specialty films. These shrinkable bags
are sold under the brand name PERFLEX (R). Viskase's shrinkable plastic
bags are used by major poultry, fresh and processed meat and cheese
producers to package and preserve their products during wholesale and
retail distribution. Viskase also manufactures a thin gauge film used in
wrapping applications at poultry processing plants under the brand name
TRAY-LOC (R).
Viskase produces single layer and multilayer heat shrinkable plastic
bags. Single layer film bags are used primarily to protect fresh and
frozen whole turkeys and chickens from moisture loss and handling
damage. Multilayer film bags, referred to in the food industry as
"barrier bags," are made of layers of coextruded films, each of which
contributes a special property. For example, individual layers can
provide mechanical strength or can reduce the transmission of moisture,
oxygen or ultraviolet light and can protect bagged products, such as
fresh meats, from weight loss and spoilage.
As part of its service orientation, Viskase also provides graphic art
and design services to its customers. Viskase's ability to print on the
bags and films directly with designs, illustrations and text in up to
eight colors further enhances the appeal of its customers' products.
PVC and Other Film Products
Viskase manufactures PVC stretch and single layer shrink films under the
Filmco (R) brand name, used for wrapping grocery products and for
packaging foods. In Europe, Viskase also converts oriented polypropylene
films for use in packaging bakery goods.
International Operations
Viskase has seven manufacturing facilities located outside the
continental United States, in Beauvais, France; Thaon, France; Lindsay,
Ontario, Canada; Sedgefield, England (Great Britain); Swansea, Wales
(Great Britain); Guarulhos, Brazil and Nuevo Laredo, Mexico.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 58% of Viskase's total net sales.
International sales and operations may be subject to various risks
including, but not limited to, possible unfavorable exchange rate fluc-
tuations, political instability, governmental regulations (including
import and export controls), restrictions on currency repatriation,
embargoes, labor relations laws and the possibility of governmental
expropriation. Viskase's foreign operations generally are subject to
taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties that may raise the possi-
bility of delay or loss in the collection of accounts receivable from
sales to customers in those countries. Viskase believes its allowance
for doubtful accounts makes adequate provision for the collectibility of
receivables. Management believes that growth potential exists for many
of Viskase's products outside the United States and that Viskase is well
positioned to participate in these markets.
Sales and Distribution
Viskase has a broad base of customers, with no single customer
accounting for more than 5% of sales. Viskase sells its products in
virtually every country in the world. In the United States, Viskase has
a staff of technical sales teams responsible for sales to fresh meat,
processed meat and poultry producers. Approximately 50 distributors
market Viskase products to customers in Europe, Africa, Asia, and Latin
America. Its products are marketed through its own subsidiaries in the
United Kingdom, Germany, France, Italy, Russia, Brazil, Mexico,
Argentina and a joint venture in Australia.
In the United States, Viskase sells its PVC film products primarily to
the retail grocery industry through packaging material distributors,
food wholesalers and a direct sales force. Additionally the sales
organization is supported by a technical service group. The United
Kingdom operation sells directly and through distributors, primarily to
the retail grocery and foodservice industries in Europe.
In the United States, Viskase operates casings service centers in
Atlanta, Georgia, and Bensalem, Pennsylvania, as well as service centers
within the Chicago, Illinois, and Pauls Valley, Oklahoma, plants. In
Latin America, Viskase operates service centers in Nuevo Laredo, Mexico,
and within the Guarulhos, Brazil, plant. In Europe, Viskase operates
casings service centers in Milan, Italy, Pulheim, Germany, and Moscow,
Russia. Viskase also operates a service center through a joint venture
in Brisbane, Australia. These service centers provide finishing,
inventory and delivery services to Viskase customers.
Competition
Viskase is the world's leading producer of cellulosic casings and is a
major producer of films. Viskase seeks to maintain a competitive advan-
tage by introducing new products having superior performance character-
istics over competitive products, by responding quickly to customer
product requirements, by providing customers with assistance in
production or formulation problems, by producing niche products to fill
particular individual customer requirements, by providing technical
support services to its customers and by manufacturing products having
outstanding quality and performance. From time to time, Viskase
experiences reduced market share or reduced profits due to price
competition.
Viskase's principal competitors in cellulosic casings are Devro-Teepak,
Inc., located in Scotland with plants in the United States and Belgium,
and Viscofan, S.A., located in Spain and Brazil. A new competitor,
Alphacel, located in Spain, is expected to begin operations in 1997.
Some of the other important competitors in the cellulosic casings
industry are Kalle Nalo GmbH, a wholly owned subsidiary of Hoechst AG,
located in Germany; Wolff Walsrode AG, a wholly owned subsidiary of
Bayer AG, located in Germany; Oy Visko AB located in Finland; and
Celanese Mexicana located in Mexico.
In the specialty films area, the largest producer of heat shrinkable
bags is the Cryovac Division of W.R. Grace & Company. Cryovac developed
heat shrinkable films and a vacuumizing process for applying them in the
early 1960's. Cryovac sells bags on a worldwide basis to all segments of
the food industry, including meat and poultry producers. American
National Can Company, a subsidiary of Pechiney, is another competitor in
the specialty films area. Management believes that Viskase is in the
number two position in the world behind Cryovac in the sale of heat
shrinkable bags.
In the PVC films area, major competitors in the United States and Europe
include AEP-Borden, Inc.; Huntsman Film Products Corporation; Anchor
Plastics and Linpac.
Viskase's primary competitors include several major corporations, some
of which are larger and better capitalized than Viskase.
Research and Development; Customer Support
Viskase's continuing emphasis on research and development is central to
its ability to maintain industry leadership. In particular, Viskase
focuses on the development of new products that increase customers'
operating efficiencies, reduce their operating costs and expand their
markets. Viskase's projects include development of new processes and
products to improve its manufacturing efficiencies. Viskase's research
scientists, engineers and technicians are engaged in continuing product
and equipment development and also provide direct technical and
educational support to its customers.
Viskase founded its Food Science and Quality Institute (Institute) in
1941 to assist the meat and poultry industry in the development of new
food items and more efficient production and packaging methods using
Viskase products. The Institute's staff works closely with Viskase's
sales and marketing professionals providing responsible, high-quality
technical service to, and support of, Viskase customers. The Institute
is able to reproduce customers' products and processes in order to help
customers to solve their problems and to experiment with new foods and
production techniques. The Institute conducts Meat Science Seminars that
are attended by Viskase customers and production, research and quality
assurance personnel, as well as food scientists from leading academic
institutions.
Seasonality
Historically, domestic sales and profits of Viskase have been seasonal
in nature, increasing in the spring and summer months and again near the
year-end holiday season. There has been a marked change in Viskase's
demand pattern due to the increase in international and export sales.
Viskase's sales are expected to be less seasonal in the future. Sales of
specialty films to the fresh meat industry and sales outside of the
United States follow a relatively stable pattern throughout the year.
Sales of PVC films experience only minor seasonality with sales
generally increasing during the second and third quarters.
Raw Materials
Raw materials used by Viskase include cellulose (from wood pulp),
fibrous paper, petroleum based resins, plasticizers and various other
chemicals. Viskase generally purchases its raw materials from a single
or small number of suppliers with whom it maintains good relations.
Certain primary and alternative sources of supply are located outside
the United States. Viskase believes, but there can be no assurance, that
adequate alternative sources of supply currently exist for all of
Viskase's raw materials or raw material substitutes that Viskase could
modify its processes to utilize.
SANDUSKY
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Sandusky is a producer of thermoformed vending and promotional cups,
plastic containers used in the packaging of cultured dairy and
delicatessen products, and of horticultural trays and inserts. Sandusky
sells a majority of its products to dairy product manufacturers for
packaging items such as yogurt and cottage cheese and to supermarkets
for in-store packaging of take-home foods. The containers are normally
custom printed in various colors with product identification, company
names, logos, nutritional information and universal product codes in
accordance with the customers' requirements.
Sandusky sells directly to its dairy and non-food customers through its
sales and marketing group. Delicatessen containers and horticultural
products are sold both directly and through commissioned brokers.
Sandusky markets its products primarily in the northeastern, southern
and midwestern regions of the United States. Plastic container sales are
somewhat seasonal in nature, with slightly higher delicatessen container
sales in late spring and summer and higher dairy sales in the fourth
quarter.
All of Sandusky's thermoformed products are produced at its Sandusky,
Ohio plant. Thermoforming is a process by which plastic resin pellets
are melted and extruded into sheet stock, which is then heated and
formed into finished containers, lids and trays. The principal raw
material used by Sandusky is prime high impact polystyrene, which
currently is available from several domestic sources.
The dairy and delicatessen containers industry is highly fragmented.
Sandusky competes in the manufacture and sale of dairy and delicatessen
containers with several domestic manufacturers of thermoformed and
injection molded plastic containers. Major competitive factors in the
dairy and delicatessen container business are price, quality and
customer service. Major competitive factors in the specialized
thermoformed container business are price and technical and customer
service capabilities.
In January 1997, Sandusky made a decision to withdraw from the
manufacture and sale of injection molded products. Production at the
Sandusky injection molding facility is scheduled to cease in April 1997.
Most of the production equipment will be transferred to the Clear Shield
operations.
CLEAR SHIELD
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Clear Shield, headquartered in Wheeling, Illinois, is a major domestic
producer of disposable plastic cutlery, drinking straws, custom dining
kits and related foodservice products. Clear Shield is one of the
largest producers of plastic cutlery and drinking straws in the United
States. These products are sold primarily to institutional users,
principally consisting of major quick serve restaurant chains, schools,
and hospitals, and also to consumers through retail outlets. Sales are
made under registered trade names including CLEAR SHIELD (R) and
CARNIVAL (R). Institutional customers include such leading quick serve
restaurant chains as McDonald's Corporation, Burger King Corporation,
Taco Bell, Hardee's, KFC Restaurants and Pizza Hut. In addition, retail
customers include Wal-Mart Stores, Inc.; The Kroger Co. and other major
retail companies.
Clear Shield's products are manufactured at plants in Wheeling,
Illinois; Leominster, Massachusetts; and Shreveport, Louisiana. The
company has announced plans to build a new plant in Twin Falls, Idaho to
service the western region of the United States. The plant is expected
to begin operations in early 1998. In the interim the company will
service the western region from a distribution center located in Twin
Falls.
Plastic cutlery is made by melting polystyrene or polypropylene beads,
which are then injected into specially designed custom molds within
high-speed injection molding machines. Drinking straws are made by
extruding molten polypropylene through specially designed dies within
high-speed extrusion machines. Certain completed products are then
specially wrapped using high-speed wrapping machines. Raw materials used
in the manufacturing process currently are available from alternative
sources. Raw material costs, in particular of polystyrene and polypropy-
lene, are a major portion of Clear Shield's production costs. Although
Clear Shield is generally able to pass on most raw material cost
increases to customers, there can be a delay that varies by customer and
market.
Sales are made predominantly in the United States, currently east of the
Rocky Mountains, using Clear Shield's own sales force augmented by a
network of non-exclusive, independent sales representatives. The
majority of Clear Shield's sales, consisting of bulk and individually
packaged products for institutional users, generally is not seasonal.
Sales of retail packaged products are seasonal, however, with the
highest sales and operating profits historically being achieved in the
second and third quarters.
While competitive pricing generally is of key importance, Clear Shield
also competes by emphasizing responsive service to customers, by
maintaining consistent quality in its products and by capitalizing on
its efficient and flexible operations. These efficiencies stem largely
from proprietary improvements to the manufacturing process, high-volume
manufacturing facilities and a flexible work force that enable Clear
Shield to produce and ship more than 50 million items per working day.
Clear Shield's primary competitors include several major corporations,
some of which are larger and better capitalized than Clear Shield and,
in some cases, offer a wider product line than Clear Shield. Clear
Shield's competitors periodically engage in aggressive price discounting
to gain business. Clear Shield believes, however, that such market
conditions will not result in any long-term material loss of business
for Clear Shield, although its profit margins may be affected from time
to time.
General Business Matters
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Employees
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The Company generally maintains productive and amicable relationships
with its 4,900 employees worldwide. One of Viskase's domestic plants,
located in Loudon, Tennessee, is unionized, and its Canadian and
European plants have unions. From time to time union organization
efforts have occurred at other individual plant locations. Unions
represent a total of approximately 1,500 of Viskase's 4,000 employees.
None of Clear Shield's employees are represented by unions. Certain of
the hourly production personnel of Sandusky's Ohio injection molding and
thermoforming facilities are members of a union.
Trademarks and Patents
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Viskase holds patents on many of its major technologies, including those
used in its manufacturing processes and the technology embodied in prod-
ucts sold to its customers. Because it believes its ongoing market
leadership depends heavily upon its technology, Viskase vigorously
protects and defends its patents against infringement by competitors on
an international basis. Viskase, as part of its research and development
program, has developed and expects to continue to develop new
proprietary technology and has licensed proprietary technology from
third parties. Management believes these activities will enable Viskase
to maintain its competitive position. Viskase also owns numerous
trademarks and registered tradenames that are used actively in marketing
its products. Viskase periodically licenses its process and product
patents to competitors to generate royalty income.
The other Company operations also own trademarks and tradenames that are
used actively in marketing products. Sandusky has patents on new product
developments, but, with the exception of Viskase, patent protection is
not currently material to any of the operations as now conducted.
Research and Development
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Research and development costs are expensed as incurred and, on a
consolidated basis, totaled $6,841,000, $11,034,000, and $16,852,000,
for 1996, 1995 and 1994, respectively. The majority of such costs are
attributable to Viskase's extensive research and development program.
Viskase believes it has achieved and maintained its position as a
leading producer of cellulosic casings and as a major domestic producer
of specialty films for packaging meats through significant expenditures
on research and development. The Company expects to continue its
research and development efforts. The commercialization of certain of
these product and process applications and related capital expenditures
to achieve commercialization may require substantial financial
commitments in future periods. Should these activities be curtailed or
if capital resources are not available to develop its projects,
Viskase's ability to maintain its present market share could be
materially impaired.
Environmental Regulations
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In manufacturing its products, the Company employs certain hazardous
chemicals and generates toxic and hazardous wastes. The use of these
chemicals and the disposal of such waste are subject to stringent
regulation by several governmental entities, including the United States
Environmental Protection Agency (USEPA) and similar state, local and
foreign environmental control entities. The Company is subject to
various environmental, health and safety laws, rules and regulations
including those of the United States Occupational Safety and Health
Administration and USEPA. These laws, rules and regulations are subject
to amendment and to future changes in public policy or interpretation,
which may affect the operations of the Company. The Company uses its
best reasonable efforts to comply with promulgated laws, rules and
regulations and participates in the rulemaking process.
Certain of the Company's facilities are or may become potentially
responsible parties with respect to other off-site waste disposal
facilities.
As noted above, new environmental and health and safety laws can impose
significant compliance costs, including forthcoming rules. Under the
Clean Air Act Amendments of 1990, various industries, including casings
manufacturers, will be required to meet air emissions standards for
certain chemicals based on use of the "maximum achievable control
technology" (MACT). MACT standards for casings manufacturers have not
yet been proposed or promulgated; therefore, at this time no estimate of
the cost of complying with MACT standards can be made. Such rules,
however, will likely impose similar costs on all casings manufacturers
in the United States.
Under the Resource Conservation and Recovery Act (RCRA), regulations
have been proposed that, in the future, may impose design and/or
operating requirements on the use of surface impoundments of wastewater.
Two of Viskase's plants use surface impoundments. The Company does not
foresee these regulations being imposed for several years.
Various state, local and foreign governments have enacted or are
considering enacting laws, rules or regulations concerning the disposal
of plastic products. While such legislative action has had a minor
effect on certain product sales and may have further effect in the
future, the Company is not aware of any existing legislative action that
it currently expects to have a material adverse effect on the Company. <PAGE>
(d) Financial information about foreign and domestic operations and
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export sales
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Reference is made to Part IV, Item 14, Note 21 of Notes to Consolidated
Financial Statements.
EXECUTIVE OFFICERS OF THE REGISTRANT
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The following table sets forth the names and ages of the Company's
executive officers, together with the positions with the Company held by
such executive officers, and a summary of their recent business
experience. Under the Company's Amended and Restated By-Laws, the
Company's officers are elected for such terms as may be determined from
time to time by the Board of Directors.
On January 7, 1993, Envirodyne and its major domestic subsidiaries filed
petitions under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). On December 31, 1993, Envirodyne and the debtor
subsidiaries consummated a plan of reorganization and emerged from
bankruptcy. In addition, Emerald Acquisition Corporation (Emerald), the
sole stockholder of Envirodyne prior to Envirodyne's emergence from
bankruptcy, filed a petition under Chapter 11 of the Bankruptcy Code on
August 20, 1993. The Emerald case is still pending before the Bankruptcy
Court.
In addition to the positions with Envirodyne held by the persons
specified below for the periods indicated, Messrs. Gustafson and
Schuster have served as executive officers of Emerald, since May 1989.
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Office Business Experience
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<S> <C>
F. Edward Gustafson, 55, Mr. Gustafson has been Chairman of the Board,
Chairman of the Board, President and Chief Executive Officer of the Company
President and Chief Executive Officer since March 1996 and a director of the Company since
December 1993. From May 1989 to March 1996 Mr.
Gustafson served as Executive Vice President and Chief
Operating Officer of the Company. Mr. Gustafson was
President of Viskase from February 1990 to August 1994.
Mr. Gustafson has also served as Executive Vice President
and Chief Operating Officer of D.P. Kelly and
Associates, L.P. (DPK) since November 1988.
Gordon S. Donovan, 43, Mr. Donovan has been Chief Financial Officer of
Vice President, Chief Financial Officer, the Company since January 1997. Mr. Donovan has
Treasurer and Assistant Secretary served as Treasurer and Assistant Secretary since
November 1989 and Vice President since May 1995.
Stephen M. Schuster, 40, Mr. Schuster has been Vice President, Secretary
Vice President, Secretary and General Counsel of the Company since May 1989.
and General Counsel Mr. Schuster has also served as Vice President and
General Counsel of DPK since January 1989.
</TABLE>
<PAGE>
ITEM 2. PROPERTIES
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VISKASE FACILITIES
LOCATION SQUARE FEET PRIMARY USE
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Manufacturing Facilities
Aurora, Ohio 73,000 PVC film production
Barceloneta, Puerto Rico 156,000 Idle plant facilities
held for sale
Beauvais, France (a) 235,000 Casings production and
finishing
Centerville, Iowa 223,000 Specialty films production
and finishing
Chicago, Illinois 991,000 Casings production,
administration and
research
Guarulhos, Brazil 81,000 Specialty films production
and casings finishing
Kentland, Indiana 125,000 Casings finishing
Lindsay, Ontario, Canada 166,000 Casings finishing and
specialty
films finishing
Loudon, Tennessee 250,000 Casings production
Nuevo Laredo, Mexico (a) 22,000 Casings finishing
Osceola, Arkansas 223,000 Casings production and
finishing
Pauls Valley, Oklahoma 110,000 Casings finishing,
specialty films
production and finishing
Sedgefield, England 87,000 PVC and OPP conversion
Swansea, Wales (Great Britain) 77,000 Specialty films production
and finishing
Swansea, Wales (a) 28,000 Administrative facilities
Thaon, France 239,000 Casings production and
finishing
Service Centers - Domestic
Atlanta, Georgia (a)
Bensalem, Pennsylvania
Chicago, Illinois
Pauls Valley, Oklahoma
Service Centers - Foreign
Brisbane, Australia (a)
Guarulhos, Brazil
Milan, Italy
Pulheim, Germany (a)
Nuevo Laredo, Mexico (a)
Moscow, Russia (a)
Headquarters
Worldwide: Chicago, Illinois
Europe: Paris, France (a)
(a) Leased. All other properties are owned by the respective company
or its subsidiaries.<PAGE>
CLEAR SHIELD FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- - ---------------------- --------------- -----------------------
Leominster, Massachusetts 135,000 Cutlery, straws and
combination kits
Shreveport, Louisiana 148,000 Cutlery, straws and
combination kits
Wheeling, Illinois
(two plants) 260,000 Cutlery, straws and
combination kits;
Headquarters
SANDUSKY FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- - ---------------------- --------------- -----------------------
Sandusky, Ohio 195,000 Thermoforming and
headquarters
Sandusky, Ohio 31,000 Warehouse
Sandusky, Ohio (a) 97,000 Warehouse
Sandusky, Ohio (a) 90,000 Injection molding
and warehouse
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(a) Leased. All other properties are owned by the respective company
or its subsidiaries.
The Company's headquarters are located in leased facilities in Oak
Brook, Illinois. The Company believes that its properties generally are
suitable and adequate to satisfy the Company's present and anticipated
needs. The Company's United States real property collateralizes the
Company's obligations under various financing arrangements. For a
discussion of these financing arrangements, refer to Part IV, Item 14,
Note 9 of Notes to Consolidated Financial Statements.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
-----------------
Viskase Jury Award
In late 1993, Viskase commenced a legal action against American National
Can Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651. Viskase claimed that ANC was
infringing on various Viskase patents relating to multi-layer barrier
plastic films used for fresh red meat, processed meat and poultry
product applications. On November 8, 1996, after a three-week trial, a
jury found that ANC had willfully infringed Viskase's patents and
awarded Viskase $102.4 million in compensatory damages. On December 5,
1996, ANC posted a supersedeas bond in the amount of $108 million and
the Court entered an order staying Viskase's enforcement of the
judgment. The Court also entered an order permanently enjoining ANC from
making or selling infringing products after December 23, 1996.
The judgment is not final and the parties are presently engaged in the
post-judgment motion phase of the case. ANC has filed motions to reduce
the damage award by at least $75 million or alternatively, grant ANC a
new trial. Viskase is seeking a determination that the case be deemed
"exceptional" and that the award be increased by approximately $46
million which includes compensatory damages for ANC's infringement
during the period of October 1, 1996 through December 23, 1996 and
additional damages for prejudgment interest, attorneys' fees and related
expenses. Due to ANC's willful infringement of the patents, Viskase has
asked the court to treble the compensatory award. These motions are all
pending before the Court and rulings are expected in the second quarter
1997. Meanwhile post-judgment interest is accruing on the $102.4 million
award from November 8, 1996 at an annual rate of 5.49%. The Company
expects ANC to vigorously contest the award and to appeal any final
judgment. The award and any pending claims for additional damages have
not been recorded in the Company's financial statements.
Indemnification Claims
Litigation is pending with respect to events arising out of the
Envirodyne bankruptcy case and the 1989 acquisition of Envirodyne by
Emerald Acquisition Corporation (Emerald) with respect to which,
although Envirodyne is not presently a party to such litigation, certain
defendants have asserted indemnity rights against Envirodyne.
In ARTRA Group Incorporated v. Salomon Brothers Holding Company Inc,
----------------------------------------------------------------
Salomon Brothers Inc, D.P. Kelly & Associates, L.P., Donald P. Kelly,
- - --------------------------------------------------------------------
Charles K. Bobrinskoy, James L. Massey, William Rifkind and Michael
- - -------------------------------------------------------------------
Zimmerman, Case No. 93 A 1616, United States Bankruptcy Court for the
- - ---------
Northern District of Illinois, Eastern Division, ARTRA Group
Incorporated (ARTRA) alleges breach of fiduciary duty and tortious
inference in connection with the negotiation and consummation of the
Plan of Reorganization (ARTRA I). In ARTRA Group Incorporated v. Salomon
------- -----------------------------------
Brothers Holding Company Inc, Salomon Brothers Inc, D.P. Kelly &
- - ----------------------------------------------------------------
Associates, L.P., Donald P. Kelly, Charles K. Bobrinskoy and Michael
- - --------------------------------------------------------------------
Zimmerman, Case No. 93 L 2198, Circuit Court of the Eighteenth Judicial
- - ---------
Circuit, DuPage County, Illinois, ARTRA alleges breach of fiduciary
duty, fraudulent and negligent misrepresentation and breach of contract
in connection with the 1989 acquisition of Envirodyne by Emerald (ARTRA
-----
II). The plaintiff seeks damages in the total amount of $136.2 million
- - --
plus interest and punitive damages of $408.6 million. D.P. Kelly &
Associates, L.P. and Messrs. Kelly, Bobrinskoy, Massey, Rifkind and
Zimmerman have asserted common law and contractual rights of indemnity
against Envirodyne for attorneys' fees, costs and any ultimate liability
relating to the claims set forth in the complaints. Upon a motion of the
defendants, the Bankruptcy Court dismissed ARTRA's claims in ARTRA I.
-------
ARTRA appealed to the U.S. District Court and on October 31, 1996, the
U.S. District Court affirmed the Bankruptcy Court's decision. ARTRA has
appealed to the U.S. Court of Appeals for the Seventh Circuit. All
briefs have been filed and the parties are awaiting oral argument.
Envirodyne is continuing its evaluation of the merits of the
indemnification claims against Envirodyne and the underlying claims in
the litigation. Upon the undertaking of D.P. Kelly & Associates, L.P. to
repay such funds in the event it is ultimately determined that there is
no right to indemnity, Envirodyne is advancing funds to D.P. Kelly &
Associates, L.P. and Mr. Kelly for the payment of legal fees in ARTRA I.
-------
Although the Company is not a party to either case, the Company believes
that the plaintiff's claims raise similar factual issues to those raised
in the Envirodyne bankruptcy case which, if adjudicated in a manner similar
to that in the Envirodyne bankruptcy case, would render it difficult for
the plaintiff to establish liability or prove damages. Accordingly, the
Company believes that the indemnification claims would not have a material
adverse effect upon the business or financial position of the Company, even
if the claimants were successful in establishing their right to
indemnification.
Other
Since early 1993, the Antitrust Division of the United States Department
of Justice has been investigating the disposable plastic cutlery industry.
This investigation has resulted in the indictment and conviction of certain
companies and individuals in the industry. Some indictments and criminal
trials are pending. Although the United States Department of Justice has
advised a former officer and an existing employee of Clear Shield National
that they are targets of the investigation, neither person has been
indicted. Clear Shield National is cooperating fully with the
investigation.
In February 1996 Clear Shield National and three other plastic cutlery
manufacturers were named as defendants in the following three civil
complaints: Eisenberg Brothers, Inc., on behalf of itself and all others
------------------------------------------------------------
similarly situated, v. Amcel Corp., Clear Shield National, Inc.,
- - --------------------------------------------------------------
Dispoz-O Plastics Corp. and Benchmark Holdings, Inc. t/a Winkler
- - ----------------------------------------------------------------
Products, Civil Action No. 96-728, United States District Court for the
- - --------
Eastern District of Pennsylvania; St. Cloud Restaurant Supply Company v.
-------------------------------------
Amcel Corp., Clear Shield National, Inc., Dispoz-O Plastics Corp. and
- - ---------------------------------------------------------------------
Benchmark Holdings, Inc. t/a Winkler Products, Case No. 96C 0777,
- - ---------------------------------------------
United States District Court for the Northern District of Illinois,
Eastern Division; and Servall Products, Inc., on behalf of itself and
-----------------------------------------------
all others similarly situated, v. Amcel Corporation, Clear Shield
- - -----------------------------------------------------------------
National, Inc., Dispoz-O Plastics Corporation and Benchmark Holdings,
- - --------------------------------------------------------------------
Inc. t/a Winkler Products, Civil Action No. 96-1116, United States
- - -------------------------
District Court for the Eastern District of Pennsylvania. Each of the
complaints alleges, among other things, that from October 1990 through
April 1992 the defendants unlawfully conspired to fix the prices at
which plastic cutlery would be sold. The Company has informed the
plaintiffs that such claims as they relate to Clear Shield were
discharged by the order of the Bankruptcy Court and Plan of
Reorganization and that the plaintiffs are permanently enjoined from
pursuing legal action to collect discharged claims.
On February 27, 1996, the plaintiff in the St. Cloud case voluntarily
---------
dismissed the action without prejudice and refiled its action in the
United States District Court for the Eastern District of Pennsylvania
but did not name Clear Shield National as a defendant. On March 14,
1996, Eisenberg Brothers Inc., St. Cloud and Servall filed a motion in
Clear Shield National's Bankruptcy proceeding in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern Division
contending that the Bankruptcy Court's order did not discharge the
plaintiff's claim. On March 19, 1997, the Bankruptcy Court denied their
motion and granted the Company's cross motion for summary judgment. The
time period for appeal by Eisenberg Brothers, Inc. et al. has not
passed.
For a description of certain environmental matters affecting the
Company, refer to Part I, Item 1, "Environmental Regulations."
The Company and its subsidiaries are involved in various other legal
proceedings arising out of its business, none of which is expected to
have a material adverse effect upon its business or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not applicable.<PAGE>
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------
MATTERS
-------
(a) Market Information. Envirodyne's Common Stock is traded in the
------------------
over-the-counter market on the Nasdaq SmallCap Market. The high and low
closing bid prices of the Common Stock during 1996 and 1995 are set
forth in the following table. Such prices reflect interdealer prices
without markup, markdown or commissions and may not represent actual
transactions.
1996 First Quarter Second Quarter Third Quarter Fourth Quarter
- - ------ ------------- -------------- ------------- --------------
High $3.63 $4.75 $4.75 $5.88
Low 2.88 3.25 3.50 3.88
1995 First Quarter Second Quarter Third Quarter Fourth Quarter
- - ------ ------------- -------------- ------------- --------------
High $4.88 $4.75 $4.88 $4.63
Low 3.50 3.75 4.13 2.88
(b) Holders. As of March 14, 1997, there were approximately 243 holders
-------
of record of Envirodyne's Common Stock.
(c) Dividends. Envirodyne has never paid a cash dividend on shares of
---------
its Common Stock. The payment of dividends is restricted by the terms of
various financing agreements to which the Company is a party. The
Company has no present intention of paying dividends in the foreseeable
future.
<PAGE>
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
<TABLE>
<CAPTION>
Post-consummation Pre-consummation
----------------------------------------------- -----------------------------
December December January 1 January 1 December
29, 1995 to 30, 1994 to to to 27, 1991 to
December December December December December
26, 1996 28, 1995 29, 1994 31, 1993 31, 1992 (1)
----------- ----------- ----------- --------- -------------
(in thousands, except for per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales $651,356 $650,212 $599,029 $587,385 $ 575,705
(Loss) before extra-
ordinary loss (2)(3) (13,682) (17,323) (3,612) (98,195) (36,996)
Income (loss) including extra-
ordinary loss (4)(5) (13,682) (21,519) (3,612) 85,589 (36,996)
Per share (loss)
before extraordinary
loss (2)(3) (.96) (1.28) (.27) (306,859) (115,613)
Per share income (loss)
including extraordinary
loss (4)(5) (.96) (1.59) (.27) 267,466 (115,613)
Cash and equivalents 41,794 30,325 7,289 7,743 14,062
Working capital (6) 107,706 121,725 91,727 82,440 (736,643)
Total assets 873,747 899,567 896,636 867,680 1,026,962
Debt obligations:
Short-term debt (7) 11,291 12,504 25,798 15,610 40,365
Long-term debt reclassified
as current 758,300
Long-term debt 521,179 530,181 489,358 482,379 12,524
Stockholders' equity (deficit) 103,645 117,096 135,349 135,000 (83,545)
Cash dividends none none none none none
<FN>
(1) Due to the implementation of the Plan of Reorganization and
Fresh Start Reporting, financial statements including
outstanding shares for the new restructured company (effective
December 31, 1993) are not comparable to those of the prior
years. (Refer to Part IV, Item 14, Note 1 of Notes to
Consolidated Financial Statements.)
(2) Includes $5.8 million of income (net of book tax provision) in
1994 from the settlement of a patent infringement suit.
(3) Includes charges of $104,745 of Reorganization items, net, in
1993. (Refer to Part IV, Item 14, Note 1 of Notes to
Consolidated Financial Statements.)
(4) Includes an extraordinary gain of $183,784 in 1993 from the
implementation of the Plan of Reorganization. (Refer to Part
IV, Item 14, Note 1 of Notes to Consolidated Financial
Statements.)
(5) Includes an extraordinary loss on debt extinguishment in 1995.
(6) Includes $758,300 of long-term debt reclassified as current at
December 31, 1992.
(7) Includes current portion of long-term debt.
/TABLE
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
----------------------------------
The accompanying management's discussion and analysis of financial
condition and results of operations should be read in conjunction with
the following table:
<TABLE>
<CAPTION>
December 29, December 30 January 1
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
------------ ------------ ------------
(in thousands)
<S> <C> <C> <C>
Net sales:
Food packaging products $572,653 $574,266 $530,179
Disposable foodservice supplies 78,865 76,138 68,996
Other and eliminations (162) (192) (146)
-------- -------- --------
$651,356 $650,212 $599,029
======== ======== ========
Operating income:
Food packaging products $ 37,310 $ 39,183 $ 48,145
Disposable foodservice supplies 7,342 4,959 6,514
Other and eliminations (4,962) (6,007) (5,982)
-------- -------- --------
$ 39,690 $ 38,135 $ 48,677
======== ======== ========
Depreciation and amortization under
capital lease and amortization of
intangibles expense:
Food packaging products $ 53,413 $ 51,404 $ 47,207
Disposable foodservice supplies 4,949 4,581 4,125
Corporate and other 58 76 55
-------- -------- --------
$ 58,420 $ 56,061 $ 51,387
======== ======== ========
Capital expenditures:
Food packaging products $ 32,934 $ 30,744 $ 28,534
Disposable foodservice supplies 4,135 3,687 4,012
Corporate and other 4 34 20
-------- -------- --------
$ 37,073 $ 34,465 $ 32,566
======== ======== ========
</TABLE>
<PAGE>
Results of Operations
- - ---------------------
The Company's 1996 net sales were $651.4 million, which represented a
slight increase over the prior year's sales of $650.2 million.
Net sales in 1996 for Viskase decreased by .5% from the prior year. The
benefits of stronger world-wide volumes were offset by lower pricing due
to competitive pressures in both the domestic and European markets as
well as lower casing volumes in the United States.
Viscofan, S.A., a Spanish small diameter casing producer entered the
United States market in November 1994. The Company and its domestic
competitors have experienced significant volume loss to Viscofan;
management believes that Viskase will experience further pricing
pressures as a result of Viscofan's presence in the domestic market.
Viskase's management is aware of other smaller competitors which from
time to time attempt penetrating the casing market. In 1997 it is
expected that at least two of these will pursue such efforts. Although
the Company does not expect to experience significant volume loss to
these competitors, management believes that additional pricing pressures
will result.
The British beef industry continues to be affected by concerns over
bovine spongiform encephalopathy (BSE), or mad cow disease. While
certain of our product lines in Europe are sold to customers in affected
industries, Viskase's results have not been significantly impacted, nor
does management expect any significant impact in the future.
Sandusky's sales increased by 2.4% due to an increase in vending and
promotional cup sales. Dairy and deli container sales declined by 7.6%.
Although the Company had expanded its injection molding capacity in
recent years, competitive pressures coupled with the softness in the
dairy industry resulted in management's decision to cease its injection
molding operations and transfer most of the production assets to the
Clear Shield operations.
Clear Shield's net sales increased by 3.6% over the prior year primarily
due to volume increases from new business. Retail sales were
particularly strong. These increases more than offset volume loss from
softness in the quick serve restaurant market segment.
The Company's 1995 net sales were $650.2 million, which represented an
8.5% increase over the prior year's sales of $599.0 million.
Net sales in 1995 for Viskase increased 10.4% over the prior year due to
the expansion of European, Latin American and Asian Pacific sales,
selected price increases, increased worldwide film sales, combined with
the favorable effects of foreign currency translation.
Net sales in 1995 for Sandusky declined by 15% due to an 11% reduction
in dairy and deli container sales combined with the loss of Scott Paper
Company's premoistened baby wipe container business. The loss in
container sales is primarily attributed to a shift in demand from
thermoformed to injection molded containers.
Clear Shield's net sales in 1995 increased by 10.4% primarily due to
selling price increases along with an increase in the retail product
group sales volume.
The Company's 1994 net sales were $599 million, which represented a 2.0%
increase over the prior year's sales of $587.4 million.
Net sales for 1994 for Viskase increased 2.5% over the prior year due to
the impact of increased film sales and foreign currency translation.
Sandusky's sales declined 8.1% due to the reduction in the baby wipe
container sales partially offset by an increase in dairy and deli
container volumes. Clear Shield's net sales increased 3.9% primarily due
to the impact of third and fourth quarter price increases combined with
some volume increases in the wrapped cutlery and retail product lines.
Operating income for 1996 was $39.7 million, which represented an
increase of $1.6 million from the prior year. Operating income in 1996
reflected lower selling, general and administrative expenses resulting
primarily from lower research and development costs and certain cost-
cutting measures which resulted in lower domestic selling, general and
administrative expenses. The slight decline in gross margins in 1996 was
due to continued lower pricing resulting from competitive pressures
across most product lines in both domestic and foreign markets, offset
by the benefit of shifts in European product mix towards the higher
margin product lines. Operating income for 1995 was $38.1 million, which
represented a decline of $10.5 million from the prior year. Operating
income in 1994 benefitted from a net $8.7 million settlement of a patent
infringement suit. The decline in gross margins in 1995 was due to price
competition in domestic and foreign markets, lower casing volumes,
continued effect of resin price increases through the third quarter of
1995, primarily at Clear Shield and Sandusky, and loss of dairy and deli
container and baby wipe container volume. Operating income in 1995
reflected increased selling, general and administrative expenses result-
ing from strategic expansion in foreign markets including Europe, Latin
America and Australia, partially offset by lower research and
development costs and the consolidation of Sandusky's manufacturing
operations.
Operating income for 1994 was $48.7 million, which represented a decline
of $5.0 million from the prior year. Pro forma operating income for
1993, giving effect to fresh start reporting and the implementation of
the Plan of Reorgniazation with the related financing as if such events
had taken place on January 1, 1993, was $54.6 million. The decline in
gross margins in 1994 was due to the impact of price competition in
dairy and deli containers and in foreign markets, reduced by baby wipe
container sales and increased resin prices. Selling, general and
administrative expenses in 1994 included $1.6 million of additional
patent legal expenses (approximately $.8 million of which were legal
expenses related to the $9.5 million patent infringement litigation
settlement), expansion in Central and South America, additional
corporate costs relating to increased insurance and other costs
associated with Envirodyne's status as a public company following its
emergence from bankruptcy, as well as increased expenditures on research
and development.
On November 8, 1996, a jury awarded $102.4 million in damages to Viskase
Corporation in its patent infringement lawsuit against ANC. Viskase
brought suit against ANC. with respect to its infringement of various
Viskase patents relating to multilayer barrier plastic films used for
fresh red meat, processed meat and poultry product applications. The
jury found that ANC had willfully infringed Viskase's patents.
Envirodyne expects ANC to appeal the award. This award has not been
recorded in the Company's financial statements. (Refer to Part I, Item
3, Legal Proceedings - Viskase Jury Award.)
Net interest expense for 1996 totaled $57.0 million, which represented
an increase of $.3 million from 1995. The increase is attributable to
borrowings at higher interest rates, which more than offset the effect
of lower borrowing levels.
Other expense of $(3.0) million and $(1.7) million in 1996 and 1995,
respectively, includes a $(2.0) million charge in 1996 for the
termination of the management agreement with D.P. Kelly & Associates,
L.P. and net foreign currency translation gains (losses) of $.7 and
$(.1) million, respectively.
The 1995 extraordinary loss represents the write-off of unamortized
financing fees related to the Company's senior secured bank facility
that was refinanced by a private placement. The extraordinary loss of
$4.2 million is net of a tax benefit of $2.6 million. (Refer to Part IV,
Item 14, Note 9 of Notes to Consolidated Financial Statements.)
The Company has entered into forward foreign exchange contracts to hedge
certain foreign currency transactions on a continuing basis for periods
consistent with its committed foreign exchange exposures. The effect of
this practice is to minimize the effect of foreign exchange rate
movements on the Company's operating results. The Company's hedging
activities do not subject the Company to additional exchange risk
because gains and losses on these contracts offset losses and gains on
the transactions being hedged. The cash flows from forward contracts are
classified consistent with the cash flows from the transactions or
events being hedged.
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation" encourages, but does not require, companies to
recognize compensation expense for grants of stock, stock options and
other equity instruments to employees based on new fair value acounting
rules. Although expense recognition for employee stock-based
compensation is not mandatory, SFAS 123 requires companies that choose
not to adopt the new fair value accounting to disclose pro forma net
income and earnings per share under the new method. The Company has not
adopted fair value accounting, and, accordingly, no compensation cost
has been recognized for employee stock-based compensation. The Company
has complied with the disclosure requirements of SFAS 123.
The 1996 and 1995 tax benefits consisted of the benefits of United
States losses partially offset by the provision related to income from
foreign subsidiaries. The 1994 tax provisions consisted of the
provisions on income from the United States and foreign subsidiaries. A
benefit of $6.7 million and $2.9 million, respectively, was provided on
(loss) before income taxes and extraordinary items of $(20.4) million
and $(20.2) million, respectively, for 1996 and 1995. Domestic cash
income taxes paid in 1996, 1995 and 1994 were $438 thousand, $640
thousand and $1.5 million, respectively. Foreign cash income taxes paid
in 1996, 1995 and 1994 were $1.2 million, $4.3 million and $3.5 million,
respectively. The United States tax benefit is recorded as a reduction
of the deferred tax liability and does not result in a refund of income
taxes.
Liquidity and Capital Resources
- - -------------------------------
Cash and equivalents increased by $11.5 million during the fiscal year
ended December 26, 1996. Cash flows provided by operating activities of
$56.3 million exceeded cash flows used in investing activities of
$34.7 million and cash flows used in financing activities of $9.5
million. Cash flows provided by operating activities were principally
attributable to the effect of depreciation and amortization and a
decrease in operating assets and liabilities offset by the Company's
loss from operations. The principal factors contributing to the decrease
in operating assets and liabilities were the Company's program to manage
and reduce receivable and inventory levels and an increase in accrued
liabilities, specifically compensation and employee benefits and taxes
payable. Cash flows used by financing activities were principally
attributable to the repayment of Viskase's capital lease obligation and
Viskase Limited's term loan. Cash flows used in investing activities
consist principally of capital expenditures for property, plant and
equipment.
The Company finances its working capital needs using internally
generated cash from operations and can also borrow under its $20 million
domestic revolving credit facility (Revolving Credit Facility). The
availability of funds under the Revolving Credit Facility is subject to
the Company's compliance with certain covenants (which are substantially
similar to those included in the Indenture), to borrowing base limita-
tions measured by accounts receivable and inventory of the Company and
to reserves that may be established in the discretion of the lenders.
Currently, there are no drawings under the Revolving Credit Facility.
The available borrowing capacity under the Revolving Credit Facility was
$20 million at December 26, 1996.
The Company anticipates that its operating cash flow will be sufficient
to meet its operating expenses and to service its interest payments on
the Senior Secured Notes and its other outstanding indebtedness. The
Company will be required to satisfy its $80 million mandatory redemption
obligation with respect to the Senior Secured Notes in 1999 and to pay
the remaining principal amount of the Senior Secured Notes in 2000.
Additionally, the Company's 10.25% Notes, of which $219.3 million
principal amount is outstanding, will mature in December 2001. The
Company expects that in order to make these payments it will be required
to pursue one or more alternative strategies, such as refinancing its
indebtedness, selling additional equity capital, reducing or delaying
capital expenditures, or selling assets. There can be no assurance that
any of these strategies could be effected on satisfactory terms, if at
all.
Capital expenditures for fiscal 1996 and 1995 totaled $37.1 million and
$34.5 million, respectively. Capital expenditures for 1997 are expected
to be approximately $45 million and in future years $40 million.
The Company acquired the minority shareholder's interest in Viskase's
Brazilian subsidiary for $4.2 million during the first quarter of 1994.
The Company has spent approximately $7 million to $17 million annually
on research and development programs, including product and process
development, and on new technology development during each of the past
three years. The 1997 research and development and product introduction
expenses are expected to be in the $8 million range. Among the projects
included in the current research and development efforts is the
application of certain patents and technology licensed by Viskase to the
manufacture of cellulosic casings. The commercialization of these
applications and the related fixed asset expense associated with such
commercialization may require substantial financial commitments in
future periods.
The Company and its subsidiaries are taking actions to provide that
their computer systems are capable of processing for the periods the
year 2000 and beyond. The costs associated with this are not expected to
significantly affect operating cash flow.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Financial statements and supplementary financial information meeting the
requirements of Regulation S-X are listed in the index to financial
statements and schedules, as included under Part IV, Item 14 of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements on accounting and financial disclosure
required to be disclosed under this Item.<PAGE>
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this Item is set forth in the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of
the fiscal year covered by this report (Proxy Statement) in the section
entitled "Election of Directors," the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" and in the third paragraph of
the section entitled "Certain Relationships and Related Transactions,"
and is incorporated herein by reference to the Proxy Statement. For
information regarding executive officers of the Company, see the
information set forth under "Executive Officers of the Registrant" in
Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Compensation of Directors and
Executive Officers" and is incorporated herein by reference to the Proxy
Statement. The information set forth in the Proxy Statement in the
sections entitled "Compensation Committee Report on Executive
Compensation" and "Performance Graph" is not required by this Item and
is not incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Security Ownership" and is
incorporated herein by reference to the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this Item is set forth in the Proxy
Statement in the section entitled "Certain Relationships and Related
Transactions" and is incorporated by reference to the Proxy Statement.
See also Part IV, Item 14, Note 20 of Notes to Consolidated Financial
Statements.
<PAGE>
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
------------------------------------------------------
FORM 8-K
--------
(a) 1. Financial statements: PAGE
-------------------- ----
Report of independent accountants 28
Consolidated balance sheets, December 26, 1996 and
December 28, 1995 29
Consolidated statements of operations,
for December 29, 1995 to December 26, 1996;
December 30, 1994 to December 28, 1995;
and January 1 to December 29, 1994; 30
Consolidated statements of stockholders'
equity (deficit), for December 29, 1995
to December 26, 1996; December 30, 1994 to
December 28, 1995 and January 1 to December 29, 1994; 31
Consolidated statements of cash flows,
for December 29, 1995 to December 26, 1996;
December 30, 1994 to December 28, 1995;
and January 1 to December 29, 1994; 32
Notes to consolidated financial statements 33
(a) 2. Financial statement schedules for the periods December 29, 1995
---------------------------------------------------------------
to December 26, 1996; December 30, 1994 to December 28, 1995;
------------------------------------------------------------
and January 1 to December 29, 1994:
----------------------------------
II Valuation and qualifying accounts 80
Schedules other than those listed are omitted because they are not
required, are not applicable, or because equivalent information has been
included in the financial statements and notes thereto or elsewhere
herein.
(b) Reports on Form 8-K.
--------------------
None.
(c) Exhibits:
--------
Exhibit No Description of Exhibits Page
- - ---------------------------------------------------------------------
2.1 Debtors First Amended Joint Plan of Reorganization
as Twice Modified dated December 15, 1993 of Envirodyne
Industries, Inc. and certain of its subsidiaries
(incorporated herein by reference to Exhibit 2 to Form
8-K filed January 19, 1994 of Envirodyne Industries,
Inc.) *
3.1 Amended and Restated Certificate of Incorporation of
Envirodyne Industries, Inc. (incorporated herein by
reference to Exhibit 3.1 to Form 8-K filed January 19,
1994, of Envirodyne Industries, Inc.). *
3.2 Amended and Restated By-Laws of Envirodyne Industries,
Inc. (incorporated herein by reference to Exhibit 3.2 to
Form 8-K filed March 20, 1997 of Envirodyne
Industries, Inc.). *
4.1 Indenture dated as of December 31, 1993 between
Envirodyne Industries, Inc. and Bankers Trust Company, as
Trustee, relating to the 10-1/4% Notes Due 2001 of
Envirodyne Industries, Inc. including form of 10-1/4%
Note Due 2001 (incorporated herein by reference to
Exhibit 4.1 to Form 8-K filed January 19, 1994 of
Envirodyne Industries, Inc.). *
4.2 Warrant Agreement dated as of December 31, 1993 between
Envirodyne Industries, Inc. and Bankers Trust Company, as
Warrant Agent, relating to the Warrants to Purchase
Common Stock of Envirodyne Industries, Inc., including
form of Warrant to Purchase Common Stock (incorporated
herein by reference to Exhibit 4.2 to Form 8-K filed
January 19, 1994 of Envirodyne Industries, Inc.). *
4.3 Indenture dated as of June 20, 1995 (the "Indenture")
between Envirodyne Industries, Inc. and Shawmut Bank
Connecticut, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
4.4 Forms of the Notes issued pursuant to the Indenture
(included in Exhibit 4.3). *
4.5 Exchange and Registration Rights Agreement dated as of
June 20, 1995 between Envirodyne Industries, Inc. and the
purchasers of the Notes (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
4.6 Guaranty Agreement, dated as of June 20, 1995, made by
Clear Shield National, Inc., Sandusky Plastics, Inc.,
Sandusky Plastics of Delaware, Inc., Viskase Corporation,
Viskase Holding Corporation and Viskase Sales
Corporation, in favor of BT Commercial Corporation, as
Collateral Agent (incorporated by reference to Exhibit
4.6 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
4.7 Pledge Agreement, dated as of June 20, 1995, made by
Envirodyne Industries, Inc. to BT Commercial Corporation,
as Collateral Agent (incorporated by reference to Exhibit
4.7 to Amendment No. 2 to the Registration Statement on
Form S-4 of Envirodyne Industries, Inc. filed September
21, 1995). *
4.8 Security Agreement, dated as of June 20, 1995, made by
Envirodyne Industries, Inc. in favor of BT Commercial
Corporation, as Collateral Agent (incorporated by
reference to Exhibit 4.8 to Amendment No. 2 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed September 21, 1995). *
4.9 Form of Subsidiary Security Agreement, dated as of June
20, 1995, made by each applicable Subsidiary in favor of
BT Commercial Corporation, as Collateral Agent
(incorporated by reference to Exhibit 4.9 to Amendment
No. 2 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed September 21, 1995). *
4.10 Intellectual Property Security Agreement, dated as of
June 20, 1995, made by Viskase Corporation in favor of BT
Commercial Corporation, as Collateral Agent (incorporated
by reference to Exhibit 4.10 to Amendment No. 2 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed September 21, 1995). *
4.11 First Supplemental Indenture, dated as of October 13,
1995, between Envirodyne Industries, Inc. and Shawmut
Bank Connecticut, National Association, as Trustee
(incorporated by reference to Exhibit 4.11 to Amendment
No. 3 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed October 17, 1995). *
4.12 Rights Agreement, dated as of June 26, 1996, between
Envirodyne Industries, Inc. and Harris Trust and Savings
Bank, as Rights Agent (incorporated herein by reference
to Exhibit 4.1 of Form 8-K dated June 26, 1996). *
10.1 Participation Agreement dated as of December 18, 1990
among Viskase Corporation, as Lessee, Envirodyne
Industries, Inc., as Guarantor, General Electric Capital
Corporation, as Owner Participant, and The Connecticut
National Bank, as Owner Trustee (incorporated herein by
reference to Exhibit 10.24 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.2 Lease Agreement dated as of December 18, 1990 between The
Connecticut National Bank, Owner Trustee, as Lessor and
Viskase Corporation, as Lessee (incorporated herein by
reference to Exhibit 10.25 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.3 Appendix A; Definitions relating to the Participation
Agreement, the Lease and the Ground Lease (incorporated
herein by reference to Exhibit 10.26 to Form 8-K, filed
January 22, 1991, of Envirodyne Industries, Inc.). *
10.4 Ground Lease dated as of December 18, 1990 between
Viskase Corporation, as Ground Lessor, and The
Connecticut National Bank, as Ground Lessee (incorporated
herein by reference to Exhibit 10.27 to Form 8-K, filed
January 22, 1991, of Envirodyne Industries, Inc.). *
10.5 Guaranty Agreement dated as of December 18, 1990, among
Envirodyne Industries, Inc.; Clear Shield National, Inc.;
Sandusky Plastics of Delaware, Inc.; Viskase Sales
Corporation, all as Guarantors; The Connecticut National
Bank, as Owner Trustee; and General Electric Capital
Corporation, as Owner Participant (incorporated herein by
reference to Exhibit 10.28 to Form 8-K, filed January 22,
1991, of Envirodyne Industries, Inc.). *
10.6 Trust Agreement dated as of December 18, 1990 between
General Electric Capital Corporation, as Owner
Participant, and The Connecticut National Bank, as Owner
Trustee (incorporated herein by reference to Exhibit
10.29 to Form 8-K, filed January 22, 1991, of Envirodyne
Industries, Inc.). *
10.7 Envirodyne Industries, Inc. Non-Employee Directors'
Compensation Plan (incorporated herein by reference to
Appendix B of Envirodyne Industries, Inc.'s Proxy
Statement for its 1996 Annual Meeting of
Stockholders).+ *
10.8 Envirodyne Industries, Inc. 1993 Stock Option Plan, as
amended and restated through March 27, 1996 (incorporated
herein by reference to Appendix A of Envirodyne
Industries, Inc.'s Proxy Statement for its 1996 Annual
Meeting of Stockholders). + *
10.9 Envirodyne Industries, Inc. Corporate Office Management
Incentive Plan for Fiscal Year 1996. + **
10.10 Envirodyne Industries, Inc. Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10.34 to Form
10-Q for the fiscal quarter ended June 27, 1991, filed
August 12, 1991, of Envirodyne Industries, Inc.). + *
10.11 Envirodyne Industries, Inc. Parallel Envirodyne Non-
Qualified Thrift Plan (incorporated herein by reference to
Exhibit 10.35 to Form 10-Q for the fiscal quarter ended
June 27, 1991, filed August 12, 1991, of Envirodyne
Industries, Inc.). + *
10.12 Note Agreement, dated as of June 20, 1995, between
Envirodyne Industries, Inc. and each of the purchasers
identified therein (incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
10.13 Letter Agreement, dated as of June 20, 1995, between
Envirodyne Industries, Inc. and certain purchasers of the
Notes (incorporated by reference to Exhibit 10.11 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
10.14 Revolving Credit Agreement, dated as of June 20, 1995,
between Envirodyne Industries, Inc. and The Prudential
Insurance Company of America (incorporated by reference
to Exhibit 10.12 to the Registration Statement on Form
S-4 of Envirodyne Industries, Inc. filed July 20,
1995). *
10.15 Credit Agreement, dated as of June 20, 1995, among
Envirodyne Industries, Inc., the lenders identified therein
and BT Commercial Corporation, as Agent (incorporated by
reference to Exhibit 10.13 to the Registration Statement on
Form S-4 of Envirodyne Industries, Inc. filed July 20,
1995). *
10.16 Intercreditor and Collateral Agency Agreement, dated as of
June 20, 1995, among BT Commercial Corporation, The
Prudential Insurance Company of America, Shawmut Bank
Connecticut, National Association, and certain other
parties identified therein (incorporated by reference to
Exhibit 10.14 to the Registration Statement on Form S-4 of
Envirodyne Industries, Inc. filed July 20, 1995). *
10.17 GECC Intercreditor Agreement, dated as of June 20, 1995,
among BT Commercial Corporation, General Electric Capital
Corporation, Shawmut Bank Connecticut, National
Association, Envirodyne Industries, Inc. and Viskase
Corporation (incorporated by reference to Exhibit 10.15 to
the Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed July 20, 1995). *
10.18 First Amendment under Revolving Credit Agreement, dated as
of June 20, 1995, between Envirodyne Industries, Inc. and
The Prudential Insurance Company of America (incorporated
by reference to Exhibit 10.16 to Amendment No. 3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed October 17, 1995). *
10.19 Amendment No. 1 to Credit Agreement, dated as of June 20,
1995, between Envirodyne Industries, Inc. and BT Commercial
Corporation, individually and as agent (incorporated by
reference to Exhibit 10.17 to Amendment No. 3 to the
Registration Statement on Form S-4 of Envirodyne
Industries, Inc. filed October 17, 1995). *
10.20 Employment Agreement, dated March 27, 1996, between
Envirodyne Industries, Inc. and F. Edward Gustafson.+ **
10.21 Envirodyne Industries, Inc. Corporate Office Severance Pay
Policy. + **
11.1 Statement re computation of per share earnings. **
21.1 Subsidiaries of the registrant. **
23.1 Consent of Independent Accountants. **
* Previously filed, incorporated by reference.
+ Management contract or compensatory plan or arrangement.
** Filed herewith.
(d) Financial statement schedules required by Regulation S-X.
---------------------------------------------------------
Index to financial statements of Viskase Holding
Corporation and subsidiaries. 63
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENVIRODYNE INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/
----------------------------------------
F. Edward Gustafson
Chairman, Chief Executive
Officer and President
By: /s/
----------------------------------------
Gordon S. Donovan
Vice President, Chief Financial
Officer and Treasurer
Date: March 21, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on this 21st day of March
1997.
/s/ /s/
- - --------------------------------- --------------------------------
F. Edward Gustafson Gordon S. Donovan
Chairman of the Board, Chief Vice President, Chief Financial
Executive Officer and President Officer and Treasurer (Principal
(Principal Executive Officer) Financial and Accounting Officer)
/s/ /s/
- - --------------------------------- --------------------------------
Robert N. Dangremond (Director) Michael E. Heisley (Director)
/s/ /s/
- - --------------------------------- --------------------------------
Avram A. Glazer (Director) Gregory R. Page (Director)
/s/ /s/
- - --------------------------------- --------------------------------
Malcolm I. Glazer (Director) Mark D. Senkpiel (Director)
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Envirodyne Industries, Inc.
We have audited the consolidated financial statements and the
financial statement schedules of Envirodyne Industries, Inc. and
Subsidiaries listed in Item 14(a) of this Form 10-K. These financial
statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Envirodyne Industries, Inc. and Subsidiaries as of December 26, 1996 and
December 28, 1995, and the consolidated results of their operations and
their cash flows for the period December 29, 1995 to December 26, 1996,
December 30, 1994 to December 28, 1995 and January 1 to December 29,
1994, in conformity with generally accepted accounting principles. In
addition, in our opinion the schedules referred to above, when
considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information
required to be included therein.
Coopers & Lybrand L.L.P.
Chicago, Illinois
March 20, 1997
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 26, December 28,
1996 1995
-------------- ---------------
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 41,794 $ 30,325
Receivables, net 79,174 89,454
Inventories 95,012 99,474
Other current assets 22,141 21,646
-------- --------
Total current assets 238,121 240,899
Property, plant and equipment,
including those under capital leases 578,704 545,491
Less accumulated depreciation
and amortization 116,896 75,987
-------- --------
Property, plant and equipment, net 461,808 469,504
Deferred financing costs 5,902 8,090
Other assets 42,809 45,589
Excess reorganization value 125,107 135,485
-------- --------
$873,747 $899,567
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current portion
of long-term debt and obligations
under capital leases $ 11,291 $ 12,504
Accounts payable 37,015 39,117
Accrued liabilities 82,109 67,553
-------- --------
Total current liabilities 130,415 119,174
Long-term debt including obligations
under capital leases 521,179 530,181
Accrued employee benefits 53,697 55,626
Deferred and noncurrent income taxes 64,811 77,490
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
14,545,107 shares issued and
outstanding at December 26, 1996 and
13,579,460 shares at December 28, 1995 145 136
Paid in capital 135,100 134,864
Accumulated (deficit) (38,813) (25,131)
Cumulative foreign currency
translation adjustments 7,305 7,227
Unearned restricted stock issued
for future service (92)
-------- --------
Total stockholders' equity 103,645 117,096
-------- --------
$873,747 $899,567
======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
52 weeks 52 weeks 52 weeks
December 29, December 30, January 1,
1995 to 1994, to to
December 26, December 28, December 29,
1996 1995 1994
-------------- -------------- -------------
(in thousands, except for number of shares
and per share amounts)
<S> <C> <C> <C>
NET SALES $651,356 $650,212 $599,029
Patent infringement settlement income 9,457
COSTS AND EXPENSES
Cost of sales 488,244 485,048 435,760
Selling, general and administrative 107,088 111,230 108,437
Amortization of intangibles and
excess reorganization value 16,334 15,799 15,612
-------- -------- --------
OPERATING INCOME 39,690 38,135 48,677
Interest income 1,568 670 307
Interest expense 58,565 57,336 49,514
Other expense (income), net 3,075 1,710 (1,668)
Minority interest in loss of subsidiary 50
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM (20,382) (20,241) 1,188
Income tax provision (benefit) (6,700) (2,918) 4,800
-------- -------- --------
(LOSS) BEFORE EXTRAORDINARY ITEM (13,682) (17,323) (3,612)
Extraordinary (loss), net of tax (4,196)
-------- -------- --------
NET (LOSS) $(13,682) $(21,519) $ (3,612)
======== ======== ========
WEIGHTED AVERAGE COMMON SHARES 14,325,595 13,516,771 13,500,703
========== ========== ==========
PER SHARE AMOUNTS:
(LOSS) BEFORE EXTRAORDINARY ITEM $(.96) $(1.28) $(.27)
===== ====== =====
NET (LOSS) $(.96) $(1.59) $(.27)
===== ====== =====
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Cumulative Unearned
Foreign Restricted Total
Currency Stock Stockholders'
Common Paid in Accumulated Translation Issued For Equity
Stock Capital (Deficit) Adjustments Future Service (Deficit)
------ -------- ----------- ------------- -------------- ------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1993 $135 $134,865 $135,000
Net (loss) $ (3,612) (3,612)
Translation adjustments $3,961 3,961
---- -------- -------- ------ ---- --------
Balance December 29, 1994 135 134,865 (3,612) 3,961 135,349
Net (loss) (21,519) (21,519)
Issuance of Common Stock 1 (1)
Translation adjustments 3,266 3,266
---- -------- -------- ------ ---- --------
Balance December 28, 1995 $136 $134,864 $(25,131) $7,227 $117,096
Net (loss) (13,682) (13,682)
Issuance of Common Stock 9 236 $(92) 153
Translation Adjustment 78 78
---- -------- -------- ------ ---- --------
Balance December 26, 1996 $145 $135,100 $(38,813) $7,305 $(92) $103,645
==== ======== ======== ====== ==== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
52 weeks 52 weeks 52 weeks
December 29, December 30, January 1,
1995 to 1994, to to
December 26, December 28, December 29,
1996 1995 1994
-------------- -------------- -------------
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
(Loss) before extraordinary item $(13,682) $(17,323) $ (3,612)
Extraordinary (loss) (4,196)
-------- -------- --------
Net (loss) (13,682) (21,519) (3,612)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization under
capital leases 42,086 40,262 35,775
Amortization of intangibles and
excess reorganization value 16,334 15,799 15,612
Amortization of deferred financing fees
and discount 2,272 2,196 1,569
Decrease in deferred and noncurrent income taxes (11,065) (6,450) (52)
Loss on debt extinguishment 6,778
Foreign currency transaction gain (810) (1,233) (3,465)
Loss (gain) on sales of property,
plant and equipment 165 73 (9)
Changes in operating assets and liabilities:
Accounts receivable 10,180 (839) (11,257)
Inventories 4,383 12,741 (10,548)
Other current assets (788) (1,837) (1,607)
Accounts payable and accrued liabilities 12,463 (1,670) 3,774
Other (5,214) (5,334) (2,894)
-------- -------- --------
Total adjustments 70,006 60,486 26,898
-------- -------- --------
Total net cash provided by operating activities 56,324 38,967 23,286
Cash flows from investing activities:
Capital expenditures (37,073) (34,465) (32,566)
Proceeds from sale of property, plant and equipment 2,356 86 359
Purchase of minority interest in subsidiary (4,200)
-------- -------- --------
Net cash (used in) investing activities (34,717) (34,379) (36,407)
Cash flows from financing activities:
Issuance of common stock 153
Proceeds from revolving loan
and long-term borrowings 2,186 207,922 37,668
Deferred financing costs (142) (7,887) (1,608)
Repayment of revolving loan, long-term borrowings
and capital lease obligations (11,705) (181,375) (22,617)
-------- -------- --------
Net cash provided by (used in)
financing activities (9,508) 18,660 13,443
Effect of currency exchange rate changes on cash (630) (212) (776)
-------- -------- --------
Net increase (decrease) in cash and equivalents 11,469 23,036 (454)
Cash and equivalents at beginning of period 30,325 7,289 7,743
-------- -------- --------
Cash and equivalents at end of period $41,794 $30,325 $ 7,289
- - --------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information and noncash
investing and financing activities:
Interest paid $55,798 $55,030 $ 43,484
Income taxes paid $ 1,647 $ 4,895 $ 5,058
Capital lease obligations (machinery and equipment) $ 2,186 $ 2,081
Issuance of common stock for directors' compensation
and employee stock grant $ 153
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CHAPTER 11 REORGANIZATION PROCEEDINGS (dollars in thousands)
On January 6, 1993, a group of bondholders filed an involuntary petition
for reorganization of Envirodyne Industries, Inc. under Chapter 11 of
the United States Bankruptcy Code. On January 7, 1993 Viskase
Corporation, Viskase Sales Corporation, Viskase Holding Corporation,
Clear Shield National, Inc., Sandusky Plastics of Delaware, Inc.,
Sandusky Plastics, Inc. and Envirodyne Finance Company each filed
voluntary petitions under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division (the Bankruptcy Court). On December 17, 1993,
the Bankruptcy Court confirmed the First Amended Joint Plan of
Reorganization as twice modified (Plan of Reorganization) with respect
to Envirodyne Industries, Inc. (Envirodyne) and certain of its
subsidiaries. The Plan of Reorganization was consummated and Envirodyne
and certain of its subsidiaries emerged from Chapter 11 on December 31,
1993 (Effective Date). For accounting purposes, the Plan of
Reorganization was deemed to be effective as of December 31, 1993.
2. NATURE OF BUSINESS
Envirodyne manufactures food packaging products and foodservice supplies
through three primary operating subsidiaries - Viskase, Sandusky and
Clear Shield. The operations of these subsidiaries are primarily in
North and South America and Europe. Viskase is a leading producer of
cellulosic casings used in preparing and packaging processed meat
products and is a major producer of heat shrinkable plastic bags and
specialty films for packaging and preserving fresh and processed meat
products, poultry and cheeses. The Company is also a leading domestic
and international manufacturer of plasticized polyvinyl chloride (PVC)
films, primarily for use in packaging food items. Through Sandusky, the
Company is a producer of thermoformed plastic containers, used in the
packaging of cultured dairy and delicatessen products, and of
horticultural trays and inserts. Finally, through Clear Shield, the
Company is a major domestic producer of disposable plastic cutlery,
drinking straws, custom dining kits and related products.
International Operations
Viskase has seven manufacturing facilities located outside the
continental United States, in Beauvais, France; Thaon, France; Lindsay,
Ontario, Canada; Sedgefield, England (Great Britain); Swansea, Wales
(Great Britain); Guarulhos, Brazil and Nuevo Laredo, Mexico.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 58% of Viskase's total net sales.
International sales and operations may be subject to various risks
including, but not limited to, possible unfavorable exchange rate fluc-
tuations, political instability, governmental regulations (including
import and export controls), restrictions on currency repatriation,
embargoes, labor relations laws and the possibility of governmental
expropriation. Viskase's foreign operations generally are subject to
taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties which may raise the
possibility of delay or loss in the collection of accounts receivable
from sales to customers in those countries. Viskase believes that its
allowance for doubtful accounts makes adequate provision for the
collectibility of its receivables. Management believes that growth
potential exists for many of Viskase's products outside the United
States and that Viskase is well positioned to participate in these
markets.
All of Sandusky's and Clear Shield's operations are located in the
United States.
Sales and Distribution
Viskase sells its products in virtually every country in the world with
principal markets in North America, Europe, Latin America and Asia
Pacific. In the United States, Viskase has a staff of technical sales
teams responsible for sales to fresh meat, processed meat and poultry
producers. Approximately 50 distributors market Viskase products to
customers in Europe, Africa, Asia, and Latin America. Its products are
marketed through its own subsidiaries in the United Kingdom, Germany,
France, Italy, Russia, Brazil, Mexico, Australia and Argentina.
In the United States, Viskase sells its PVC film products primarily to
the retail grocery industry through packaging material distributors,
food wholesalers and a direct sales force. Additionally the sales
organization is supported by a technical service group. The United
Kingdom operation sells directly and through distributors, primarily to
the retail grocery and foodservice industries in Europe.
In the United States, Viskase operates casings service centers in
Atlanta, Georgia, and Bensalem, Pennsylvania, as well as service centers
within the Chicago, Illinois, and Pauls Valley, Oklahoma, plants. In
Latin America, Viskase operates service centers in Monterrey, Mexico,
and within the Guarulhos, Brazil, plant. In Europe, Viskase operates
casings service centers in Milan, Italy, Pulheim, Germany, and Moscow,
Russia. Viskase also operates a service center through a joint venture
in Brisbane, Australia. These service centers provide finishing,
inventory and delivery services to Viskase customers.
Sandusky's and Clear Shield's sales are predominantly in the United
States.
Competition
Viskase is one of the world's leading producers of cellulosic casings
and a major producer of films. From time to time, Viskase experiences
reduced market share or reduced profits due to price competition;
however, management believes that such market conditions will not result
in any long-term material loss of business.
The dairy and delicatessen containers industry is highly fragmented.
Sandusky competes in the manufacture and sale of dairy and delicatessen
containers with several domestic manufacturers of thermoformed and
injection molded plastic containers. Major competitive factors in the
dairy and delicatessen container business are price, quality and
customer service. Major competitive factors in the specialized
thermoformed container business are price and technical and customer
service capabilities.
Clear Shield's primary competitors include several major corporations,
some of which are larger and better capitalized than Clear Shield and,
in some cases, offer a wider product line than Clear Shield. Clear
Shield's competitors periodically engage in aggressive price discounting
to gain business. Clear Shield management believes, however, that such
market conditions will not result in any long-term material loss of
business for Clear Shield, although its profit margins may be affected
from time to time.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of presentation
Effective in 1990 Envirodyne adopted a 52/53 week fiscal year ending on
the last Thursday of December. The 1993 financial statements include
December 31, 1993 in order to present the effect of the consummation of
the Plan of Reorganization.
(B) Principles of consolidation
The consolidated financial statements include the accounts of Envirodyne
Industries, Inc. and its subsidiaries (the Company).
Reclassifications have been made to the prior years' financial
statements to conform to the 1996 presentation.
(C) Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
(D) Cash equivalents (dollars in thousands)
For purposes of the statement of cash flows, the Company considers cash
equivalents to consist of all highly liquid debt investments purchased
with an initial maturity of approximately three months or less. Due to
the short-term nature of these instruments, the carrying values
approximate the fair market value. Cash equivalents include $26,338 and
$24,536 of short-term investments at December 26, 1996 and December 28,
1995, respectively.
(E) Inventories
Domestic inventories are valued primarily at the lower of last-in,
first-out (LIFO) cost or market. Remaining amounts, primarily foreign,
are valued at the lower of first-in, first-out (FIFO) cost or market.
(F) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated
depreciation. Property and equipment additions include acquisition of
property and equipment and costs incurred for computer software
purchased for internal use including related external direct costs of
materials and services and payroll costs for employees who are directly
associated with the project. Depreciation is computed on the
straight-line method over the estimated useful lives of the assets
ranging from 3 to 32 years. Upon retirement or other disposition, cost
and related accumulated depreciation are removed from the accounts, and
any gain or loss is included in results of operations.
(G) Deferred financing costs
Deferred financing costs are amortized on a straight-line basis over the
expected term of the related debt agreement. Amortization of deferred
financing costs is classified as interest expense.
(H) Patents
Patents are amortized on the straight-line method over an estimated
average useful life of ten years.
The carrying value of patents is periodically reviewed by the Company
and impairments are recognized when the expected undiscounted future
operating cash flows derived from such patents is less than the carrying
value. If impairment is identified, valuation techniques deemed
appropriate under the particular circumstances will be used to determine
the asset's fair value. The loss will be measured based on the excess of
carrying value over the determined fair value. The review for impairment
is performed at least on a quarterly basis.
(I) Excess reorganization value, net
Excess reorganization value is amortized on the straight-line method
over 15 years. Accumulated amortization of excess reorganization value
totaled $31 million and $20 million at December 26, 1996, and December
28, 1995, respectively.
The Company continues to evaluate the recoverability of excess
reorganization value based on operating performance and undiscounted
cash flows of the operating business units. Impairment will be
recognized when the expected undiscounted future operating cash flows
derived from such intangible is less than its carrying value. If
impairment is identified, valuation techniques deemed appropriate under
the particular circumstances will be used to determine the intangible's
fair value. The loss will be measured based on the excess of carrying
value over the determined fair value. The review for impairment is
performed at least on a quarterly basis.
(J) Pensions
The North American operations of Viskase and the Company's operations in
Europe have defined benefit retirement plans covering substantially all
salaried and full time hourly employees. Pension cost is computed using
the projected unit credit method.
The Company's funding policy is consistent with funding requirements of
the applicable federal and foreign laws and regulations.
(K) Postretirement benefits other than pensions
The North American operations of Viskase have postretirement health care
and life insurance benefits. Effective January 1, 1993, postretirement
benefits other than pensions are accounted for in accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No. 106
"Employers' Accounting for Postretirement Benefits Other Than Pensions."
(L) Postemployment benefits
Effective December 31, 1993 and in conjunction with the Fresh Start
Reporting, the Company adopted SFAS No. 112 "Employers Accounting for
Postemployment Benefits." The impact of adopting SFAS No. 112 was not
material.
(M) Income taxes
Income taxes are accounted for in accordance with SFAS No. 109. Tax
provisions and benefits are recorded at statutory rates for taxable
items included in the consolidated statements of operations regardless
of the period for which such items are reported for tax purposes.
Deferred income taxes are recognized for temporary differences between
financial statement and income tax bases of assets and liabilities for
which income tax benefits will be realized in future years.
(N) Net income (loss) per share
Net income (loss) per share of common stock is based upon the weighted
average number of shares of common stock outstanding during the year. No
effect has been given to options outstanding under the Company's stock
option plans and warrants issued pursuant to the Plan of Reorganization
as their effect is anti-dilutive.
(O) Revenue recognition
Sales to customers are recorded at the time of shipment net of discounts
and allowances.
(P) Foreign currency contracts
The Company maintains a hedging program to partially hedge its
forecasted foreign currency revenue cash flows. The hedging program
principally addresses revenue cash flows within its European operations.
The foreign exchange contracts are denominated predominantly in the
major European currencies and have varying maturities up to eighteen
months. The effect of this practice is to minimize the effect of foreign
exchange rate movements on the Company's operating results. The
Company's hedging activities do not subject the Company to additional
exchange rate risk because gains and losses on these contracts offset
losses and gains on the transactions being hedged. The cash flows from
forward contracts accounted for as hedges of identifiable transactions
or events are classified consistent with the cash flows from the
transactions or events being hedged.
(Q) Stock-based compensation
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation" encourages, but does not require, companies to
recognize compensation expense for grants of stock, stock options and
other equity instruments to employees based on new fair value acounting
rules. Although expense recognition for employee stock-based
compensation is not mandatory, SFAS 123 requires companies that choose
not to adopt the new fair value accounting to disclose pro forma net
income and earnings per share under the new method. The Company has not
adopted fair value accounting, and, accordingly, no compensation cost
has been recognized for employee stock-based compensation. The Company
has complied with the disclosure requirements of SFAS 123 (refer to Note
16).
4. RECEIVABLES (dollars in thousands)
Receivables consisted primarily of trade accounts receivable and were
net of allowances for doubtful accounts of $2,051 and $3,224 at
December 26, 1996, and at December 28, 1995, respectively.
Envirodyne has a broad base of customers, with no single customer
accounting for more than 5% of sales.
5. INVENTORIES (dollars in thousands)
Inventories consisted of:
December 26, December 28,
1996 1995
----------- -----------
Raw materials $14,960 $17,150
Work in process 29,057 32,800
Finished products 50,995 49,524
------- -------
$95,012 $99,474
======= =======
Approximately 55% and 54% of the Company's inventories at December 26,
1996, and December 28, 1995, respectively, were valued at LIFO. These
LIFO values exceeded current manufacturing cost by approximately $4,000
at both December 26, 1996, and December 28, 1995. Inventories were net
of reserves for obsolete and slow moving inventory of $4,397 and $3,818
at December 26, 1996, and December 28, 1995, respectively.
Raw materials used by Viskase include cellulose (from wood pulp),
fibrous paper, petroleum based resins, plasticizers and various other
chemicals. Viskase generally purchases its raw materials from a single
or small number of suppliers with whom it maintains good relations.
Certain primary and alternative sources of supply are located outside
the United States. Viskase believes, but there can be no assurance, that
adequate alternative sources of supply currently exist for all of
Viskase's raw materials or raw material substitutes that Viskase could
modify its processes to utilize.
The principal raw materials used by Sandusky and Clear Shield are
thermoplastic resins, which are readily available from several domestic
sources.
6. PROPERTY, PLANT AND EQUIPMENT (dollars in thousands)
December 26, December 28,
1996 1995
----------- -------------
Property, plant and equipment:
Land and improvements $ 15,644 $ 16,369
Buildings and improvements 84,778 81,767
Machinery and equipment 312,185 292,176
Construction in progress 25,889 15,938
Capital leases:
Machinery and equipment 140,208 139,241
-------- --------
$578,704 $545,491
======== ========
Maintenance and repairs charged to costs and expenses for 1996, 1995,
and 1994 aggregated $34,887, $33,227 and $33,045, respectively.
Depreciation is computed on the straight-line method over the estimated
useful lives of the assets ranging from 3 to 32 years.
7. OTHER ASSETS (dollars in thousands)
Other assets were comprised of:
December 26, December 28,
1996 1995
----------- -----------
Patents $50,000 $50,000
Less accumulated amortization 15,000 10,000
-------- --------
Patents, net 35,000 40,000
Other 7,809 5,589
-------- --------
$42,809 $45,589
======== ========
Patents are amortized on the straight-line method over an estimated
average useful life of ten years.
8. ACCRUED LIABILITIES (dollars in thousands)
Accrued liabilities were comprised of:
December 26, December 28,
1996 1995
----------- -----------
Compensation and employee benefits $38,122 $31,997
Taxes 11,103 6,535
Accrued volume and sales discounts 14,959 13,218
Other 17,925 15,803
-------- --------
$82,109 $67,553
======== ========
9. DEBT OBLIGATIONS (dollars in thousands)
On June 20, 1995, Envirodyne completed the sale of $160,000 aggregate
principal amount of senior secured notes (Senior Secured Notes) to
certain institutional investors in a private placement. The senior
secured notes were issued pursuant to an indenture dated June 20, 1995
(Indenture) and consist of (i) $151,500 of 12% Senior Secured Notes due
2000 and (ii) $8,500 of Floating Rate Senior Secured Notes due 2000
(collectively, the Senior Secured Notes). Envirodyne used the net
proceeds of the offering primarily to (i) repay the Company's $86,125
domestic term loan, (ii) repay the $68,316 of obligations under the
Company's domestic and foreign revolving loans and (iii) pay transaction
fees and expenses. Concurrently with the June 20, 1995 placement,
Envirodyne entered into a new $20,000 domestic revolving credit facility
(Revolving Credit Facility) and a new $28,000 letter of credit facility
(Letter of Credit Facility). The Senior Secured Notes and the
obligations under the Revolving Credit Facility and the Letter of Credit
Facility are guaranteed by Envirodyne's significant domestic
subsidiaries and secured by a collateral pool (Collateral Pool)
comprised of: (i) all domestic accounts receivable (including
intercompany receivables) and inventory; (ii) all patents, trademarks
and other intellectual property (subject to non-exclusive licensing
agreements); (iii) substantially all domestic fixed assets (other than
assets subject to a lease agreement with General Electric Capital
Corporation); and (iv) a senior pledge of 100% of the capital stock of
Envirodyne's significant domestic subsidiaries and 65% of the capital
stock of Viskase Europe Limited. Such guarantees and security are shared
by the holders of the Senior Secured Notes and the holders of the
obligations under the Revolving Credit Facility on a pari passu basis
pursuant to an intercreditor agreement. Pursuant to such intercreditor
agreement, the security interest of the holders of the obligations under
the Letter of Credit Facility has priority over all other liens on the
Collateral Pool.
The Company finances its working capital needs through a combination of
cash generated through operations and borrowings under the Revolving
Credit Facility. The availability of funds under the Revolving Credit
Facility is subject to the Company's compliance with certain covenants
(which are substantially similar to those included in the Indenture),
borrowing base limitations measured by accounts receivable and inventory
of the Company and reserves which may be established at the discretion
of the lenders. Currently, there are no drawings under the Revolving
Credit Facility. The available borrowing capacity under the Revolving
Credit Facility was $20 million at December 26, 1996.
The Company recognized an extraordinary loss of $6,778 representing the
write-off of deferred financing fees related to the June 20, 1995 debt
refinancing. The extraordinary loss, net of applicable income taxes of
$2,582, was included in the Company's Statement of Operations for the
quarter ended June 29, 1995.
The $151,500 tranche of Senior Secured Notes bears interest at a rate of
12% per annum and the $8,500 tranche bears interest at a rate equal to
the six month London Interbank Offered Rate (LIBOR) plus 575 basis
points. The current interest rate on the floating rate tranche is
approximately 11.4%. The interest rate on the floating rate tranche is
reset semi-annually on June 15 and December 15. Interest on the Senior
Secured Notes is payable each June 15 and December 15.
On June 15, 1999, $80,000 of the aggregate principal amount of the
Senior Secured Notes is subject to a mandatory redemption. The remaining
principal amount outstanding will mature on June 15, 2000.
In the event the Company has Excess Cash Flow (as defined) in excess of
$5,000 in any fiscal year, beginning with fiscal 1995, Envirodyne will
be required to make an offer to purchase Senior Secured Notes together
with any borrowed money obligations outstanding under the Revolving
Credit Facility, on a pro rata basis, in an amount equal to the Excess
Cash Flow at a purchase price of 100% plus any accrued interest to the
date of purchase. There was no Excess Cash Flow for fiscal 1996.
The Senior Secured Notes are redeemable, in whole or from time to time
in part, at Envirodyne's option, at the greater of (i) the outstanding
principal amount or (ii) the present value of the expected future cash
flows from the Senior Secured Notes discounted at a rate equal to the
Treasury Note yield corresponding closest to the remaining average life
of the Senior Secured Notes at the time of prepayment plus 100 basis
points; plus accrued interest thereon to the date of purchase.
----
Upon the occurrence of a Change of Control (which includes the
acquisition by any person of more than 50% of Envirodyne's Common
Stock), each holder of the Senior Secured Notes has the right to require
the Company to repurchase such holder's Senior Secured Notes at a price
equal to the greater of (i) the outstanding principal amount or (ii) the
present value of the expected cash flows from the Senior Secured Notes
discounted at a rate equal to the Treasury Note yield corresponding
closest to the remaining average life of the Senior Secured Notes at the
time of prepayment plus 100 basis points; plus accrued interest thereon
----
to the date of purchase.
The Indenture contains covenants with respect to Envirodyne and its
subsidiaries limiting (subject to a number of important qualifications),
among other things, (i) the ability to pay dividends or redeem or
repurchase common stock, (ii) the incurrence of indebtedness, (iii) the
creation of liens, (iv) certain affiliate transactions and (v) the
ability to consolidate with or merge into another entity and to dispose
of assets.
Borrowings under the Revolving Credit Facility bear interest at a rate
per annum equal to the three month London Interbank Offered Rate (LIBOR)
on the first day of each calendar quarter plus 300 basis points. The
Revolving Credit Facility expires on June 20, 1998.
The Letter of Credit Facility expires on June 20, 1998. Fees on the
outstanding amount of letters of credit are 2.0% per annum, with an
issuance fee of 0.5% on the face amount of the letter of credit. There
is a commitment fee of 0.5% per annum on the unused portion of the
Letter of Credit Facility.
The $219,262 principal amount of 10-1/4% Notes were issued pursuant to
an Indenture dated as of December 31, 1993 (10-1/4% Note Indenture)
between Envirodyne and Bankers Trust Company, as Trustee. The 10-1/4%
Notes are the unsecured senior obligations of Envirodyne, bear interest
at the rate of 10-1/4% per annum, payable on each June 1 and December 1,
and mature on December 1, 2001. The 10-1/4% Notes are redeemable, in
whole or from time to time in part, at the option of Envirodyne, at the
percentages of principal amount specified below plus accrued and unpaid
interest to the redemption date, if the 10-1/4% Notes are redeemed
during the twelve-month period commencing on January 1 of the following
years:
Year Percentage
1997 103%
1998 102%
1999 101%
2000 and thereafter 100%
The 10-1/4% Note Indenture contains covenants with respect to Envirodyne
and its subsidiaries limiting (subject to a number of important
qualifications), among other things, (i) the ability to pay dividends on
or redeem or repurchase capital stock, (ii) the incurrence of
indebtedness, (iii) certain affiliate transactions and (iv) the ability
of the Company to consolidate with or merge with or into another entity
or to dispose of substantially all its assets.
<PAGE>
Outstanding short-term and long-term debt consisted of:
December December
26, 1996 28, 1995
-------- --------
Short-term debt, current maturity of
long-term debt and
capital lease obligations:
Current maturity of Viskase
Capital Lease Obligation $ 6,633 $ 6,012
Current maturity of Viskase
Limited Term Loan (4.7%) 1,876 2,033
Other 2,782 4,459
------- -------
Total short-term debt $11,291 $12,504
======= =======
Long-term debt:
12% Senior Secured Notes due 2000 $160,000 $160,000
10.25% Senior Notes due 2001 219,262 219,262
Viskase Capital Lease Obligation 134,549 141,182
Viskase Limited Term Loan (4.7%) 4,690 7,115
Other 2,678 2,622
-------- --------
Total long-term debt $521,179 $530,181
======== ========
The fair value of the Company's debt obligation (excluding capital lease
obligations) is estimated based upon the quoted market prices for the
same or similar issues or on the current rates offered to the Company
for the debt of the same remaining maturities. At December 26, 1996, the
carrying amount and estimated fair value of debt obligations (excluding
capital lease obligations) were $387,539 and $390,265, respectively.
The average interest rate on short-term borrowing during 1996 was 9.7%.
On December 28, 1990, Viskase and GECC entered into a sale and leaseback
transaction. The sale and leaseback of assets included the production
and finishing equipment at Viskase's four domestic casing production and
finishing facilities. The facilities are located in Chicago, Illinois;
Loudon, Tennessee; Osceola, Arkansas and Kentland, Indiana. Viskase, as
the Lessee under the relevant agreements, will continue to operate all
of the facilities. Sales proceeds on the sale-leaseback transaction were
$171.5 million; proceeds were used to repay approximately $154 million
of bank debt and a $15 million convertible note outstanding at the time.
The lease has been accounted for as a capital lease.
The principal terms of the sale and leaseback transaction include: (a) a
15-year basic lease term (plus selected renewals at Viskase's option);
(b) annual rent payments in advance beginning in February 1991; and
(c) a fixed price purchase option at the end of the basic 15-year term
and fair market purchase options at the end of the basic term and each
renewal term. Further, the Lease Documents contain covenants requiring
maintenance by the Company of certain financial ratios and restricting
the Company's ability to pay dividends, make payments to affiliates,
make investments and incur indebtedness.
Annual rental payments under the Lease will be approximately
$19.2 million through 1997, $21.4 million in 1998 and $23.5 million
through the end of the basic 15-year term. Viskase is required to
provide credit support consisting of a standby letter of credit in an
amount up to one year's rent through at least 1997. This credit support
can be reduced up to $4 million currently if the Company achieves and
maintains certain financial ratios. As of December 26, 1996, the Company
had met the required financial ratios and the letter of credit has been
reduced by $4 million. The letter can be further reduced in 1997 or
eliminated after 1998 if the Company achieves and maintains certain
financial ratios. Envirodyne and its other principal subsidiaries
guaranteed the obligations of Viskase under the Lease.
The 1996 GECC lease payment of $19,227 was paid on February 28, 1997.
Principal payments under the capital lease obligations for the years
ended 1997 through 2001 range from approximately $7 million to
$16 million.
The following is a schedule of minimum future lease payments under the
capital lease obligations together with the present value of the net
minimum lease payments as of December 26, 1996:
Year ending December
1997 $ 19,775
1998 21,812
1999 23,948
2000 23,948
2001 23,948
Thereafter 94,522
========
Net minimum lease payments 207,953
Less: Amount representing interest (63,022)
========
$144,931
========
Aggregate maturities of remaining long-term debt for each of the next
five fiscal years are:
Total
---------
1997 $ 10,492
1998 12,214
1999 95,479
2000 95,756
2001 235,551
10. OPERATING LEASES (dollars in thousands)
The Company has operating lease agreements for machinery, equipment and
facilities. The majority of the facilities leases require the Company to
pay maintenance, insurance and real estate taxes.
Future minimum lease payments for operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of
December 26, 1996, are:
1997 $2,248
1998 1,338
1999 641
2000 141
2001 69
Total thereafter -
------
Total minimum lease payments $4,437
======
Total rent expense during 1996, 1995 and 1994 amounted to $5,026,
$6,749, and $5,982, respectively.
11. RETIREMENT PLANS
The Company and its subsidiaries have defined contribution and defined
benefit plans varying by country and subsidiary.
At December 26, 1996, the North American operations of Viskase
maintained several non-contributory defined benefit retirement plans.
The Viskase plans cover substantially all salaried and full-time hourly
employees, and benefits are based on final average compensation and
years of credited service. The Company's policy is to fund the minimum
actuarially computed annual contribution required under the Employee
Retirement Income Security Act of 1974 (ERISA).
As of the Viskase acquisition date, the former owner assumed the
liability for the accumulated benefit obligation under its plans. The
effect of expected future compensation increases on benefits accrued is
recorded as a liability on the Company's consolidated balance sheet.
PENSIONS -- NORTH AMERICA (dollars in thousands):
Net pension cost for the Viskase North American plans consisted of:
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Service cost -- benefits earned
during the year $ 3,301 $ 3,238 $ 3,662
Interest cost on projected
benefit obligation 5,121 4,794 4,249
Actual (gain) loss on plan assets (4,712) (7,012) 874
Net amortization and deferral 1,061 4,086 (3,696)
------- ------- -------
Net pension cost $ 4,771 $ 5,106 $ 5,089
====== ====== =======
<PAGE>
The amounts included in the consolidated balance sheet for the North
American plans of Viskase were:
December 26, December 28,
1996 1995
----------- -----------
Actuarial present value of
benefit obligation:
Vested benefits $48,058 $45,208
Nonvested benefits 4,112 4,435
------- -------
Accumulated benefit obligation 52,170 49,643
Effect of projected future
compensation increases 22,840 16,566
------- -------
Projected benefit obligation 75,010 66,209
Plan assets at fair value,
primarily listed stocks and
investment grade corporate bonds 51,896 43,190
------- -------
Amount underfunded 23,114 23,019
Unrecognized gain 5,975 7,578
Unrecognized prior service costs 55 63
------- -------
Accrued liability included in
consolidated balance sheet $29,144 $30,660
======= =======
Assumed discount rate 7.5% 7.5%
Assumed long-term compensation factor 5.0% 4.5%
Assumed long-term return on plan assets 8.5% 8.5%
SAVINGS PLANS (dollars in thousands):
The Company also has defined contribution savings and similar plans,
which vary by subsidiary, and, accordingly, are available to
substantially all full-time United States employees not covered by
collective bargaining agreements. The Company's aggregate contributions
to these plans are based on eligible employee contributions and certain
other factors. The Company expense for these plans was $2,207, $2,134,
and $2,109 in 1996, 1995, and 1994, respectively.
INTERNATIONAL PLANS (dollars in thousands):
The Company maintains various pension and statutory separation pay plans
for its European employees. The expense for these plans in 1996, 1995
and 1994 was $1,972, $1,383 and $1,043, respectively. As of their most
recent valuation dates, in plans where vested benefits exceeded plan
assets, the actuarially computed value of vested benefits exceeded those
plans' assets by approximately $2,204; conversely,
plan assets exceeded the vested benefits in certain other plans by
approximately $2,569.
<PAGE>
<PAGE>
OTHER POSTRETIREMENT BENEFITS (dollars in thousands):
The Company provides postretirement health care and life insurance
benefits to Viskase's North American employees. The Company does
not fund postretirement health care and life benefits in advance,
and has the right to modify these plans in the future.
Effective January 1, 1993, the company adopted the provisions of
SFAS No. 106 "Employers' Accounting for Postretirement Benefits
Other Than Pensions." SFAS No. 106 requires that the expected cost
of these benefits must be charged to expense during the years that
the employee renders service. In connection with the 1989
acquisition of the Company, an accrual of $15,000 had been recorded
for the estimated postretirement benefits liability at the
acquisition date. On January 1, 1993, an additional liability and
transition obligation was recorded on a prospective basis for
$6,500. The transaction obligation was to be amortized over
20 years. Subsequently, Fresh Start Reporting resulted in the
write-off of the transition obligation and statement of the
liability for postretirement health care and life insurance
benefits at fair value. Net periodic postretirement benefit cost
for 1996 and 1995 includes the following components:
<TABLE>
<CAPTION>
Medical Life Total
----------------- ------------------ -------------------
1996 1995 1996 1995 1996 1995
-------- -------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
Components of net periodic postretirement
benefit cost:
Service cost -- benefits earned during
the current year $515 $ 413 $ 163 $ 162 $ 678 $ 575
Interest cost -- on accumulated post-
retirement benefit obligation 1,404 1,182 499 472 1,903 1,654
Amortization of unrecognized
net loss or (net gain) 15 (71) (10) (16) 5 (87)
Amortization of prior service cost (credit) 73 (2) 5 (1) 78 (3)
------ ------- ------- ------ ------ -------
Net periodic benefit cost $2,007 $ 1,522 $ 657 $ 617 $2,664 $ 2,139
====== ======= ======= ====== ====== =======
Accumulated postretirement benefit obligations:
Retirees $ 9,565 $ 6,937 $ 3,402 $2,745 $12,967 $ 9,682
Fully eligible active participants 2,043 2,309 2,173 2,409 4,216 4,718
Other active participants 8,422 7,411 1,712 1,624 10,134 9,035
------- ------- ------- ------ ------- -------
Total 20,030 16,657 7,287 6,778 27,317 23,435
Unrecognized gains or (losses) (322) 1,616 702 622 380 2,238
Unrecognized prior service costs (616) (109) (45) (661) (109)
------- ------- ------- ------ ------- -------
Accrued postretirement benefit cost $19,092 $18,164 $ 7,944 $7,400 $27,036 $25,564
======= ======= ======= ====== ======= =======
</TABLE>
Assumed discount rate 7.50%
Assumed medical trend rate 10.50% in 1996 decreasing to 6.50% in 2004
Assumed long-term
compensation factor 4.50%
The postretirement benefit obligation was determined by application
of the terms of the various plans, together with relevant actuarial
assumptions. The effect of a 1% annual increase in these assumed
cost trend rates would increase the accumulated postretirement
benefit obligation at December 26, 1996 and December 28, 1995 by
$322 and $178, respectively, and the service and interest cost
components for 1996 and 1995 by a total of $69 and $16,
respectively.
<PAGE>
<PAGE>
EMPLOYEE RELATIONS
The Company generally maintains productive and amicable relationships
with its 4,900 employees worldwide. One of Viskase's domestic plants,
located in Loudon, Tennessee, is unionized, and all of its Canadian and
European plants have unions. Employees at the Company's European plants
are unionized with negotiations occurring at both local and national
levels. Based on past experience and current conditions, the Company
does not expect a protracted work stoppage to occur stemming from union
activities; however, national events outside of the Company's control
may give rise to such risk. From time to time union organization efforts
have occurred at other individual plant locations.
Unions represent a total of approximately 1,500 of Viskase's 4,000
employees. None of Clear Shield's employees are represented by unions.
Certain of the hourly production personnel at Sandusky's Ohio
thermoforming and injection molding facilities are members of a union.
As of December 26, 1996, approximately 1,425 of the Company's employees
are covered by collective bargaining agreements that will expire within
one year.
<PAGE>
12. INCOME TAXES (dollars in thousands)
The provision (benefit) for income taxes consisted of:
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Current:
Federal $ 200
Foreign $ 4,365 $ 950 4,652
State and local
------- ------ ------
$ 4,365 $ 950 4,852
------- ------ ------
Deferred:
Federal (9,911) (7,219) (194)
Foreign 393 2,098 128
State and local (1,547) (1,329) 14
------- ------- ------
(11,065) (6,450) (52)
------- ------- ------
$(6,700) $(5,500) $4,800
======= ======= ======
The income tax benefit for the 1995 period was allocated between loss
before extraordinary loss for $2,918 and to the extraordinary loss for
$2,582.
A reconciliation from the statutory federal tax rate to the consolidated
effective tax rate follows:
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Statutory federal tax rate (35.0)% (35.0)% 35.0%
Increase (decrease) in
tax rate due to:
State and local taxes
net of related
federal tax benefit (4.9) (3.2) .8
Net effect of taxes
relating to foreign
operations 6.3 .8 140.3
Intangibles amortization 12.5 9.4 214.1
Other (11.8) 7.6 13.8
----- ----- -----
Consolidated effective
tax rate (32.9)% (20.4)% 404.0%
===== ===== =====
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities for 1996 are as follows:
<PAGE>
<TABLE>
<CAPTION>
Temporary Difference Tax Effected
-------------------------------- ----------------------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Depreciation basis differences $286,750 $109,383
Inventory basis differences 30,096 11,775
Intangible basis differences 34,916 13,617
Lease transaction $141,182 $55,061
Pension and healthcare 55,235 21,593
Employee benefits accruals 15,119 5,896
Valuation allowances 3,721 1,451
Other accruals and reserves 2,569 921
Foreign exchange and other 38,354 14,958
-------- -------- ------- --------
$217,826 $390,116 $84,922 $149,733
======== ======== ======= ========
</TABLE>
<PAGE>
At December 26, 1996, the Company had $16,393 of undistributed earnings
of foreign subsidiaries considered permanently invested for which
deferred taxes have not been provided.
At December 26, 1996, the Company had federal income tax net operating
loss carryforwards of approximately $88 million, which have been
substantially offset by a valuation allowance. Such losses will expire
in the year 2009, if not previously utilized. In addition the Company
has alternative minimum tax credit carryforwards of $3.5 million.
Alternative minimum tax credits have an indefinite carryforward period.
Significant limitations on the utilization of the net operating loss
carryforwards and the alternative minimum tax credit carryforwards exist
under federal income tax rules.
Domestic (losses) after extraordinary loss and before income taxes were
approximately $(30,323), $(30,138) and $(7,705) in 1996, 1995 and 1994,
respectively. Foreign earnings or (losses) before income taxes were
approximately $9,942, $3,118 and $8,893 in 1996, 1995 and 1994,
respectively.
The Company joins in filing a United States consolidated federal income
tax return including all of its domestic subsidiaries.
13. COMMITMENTS
As of December 26, 1996, the Company had capital expediture commitments
outstanding of approximately $2.5 million.
14. CONTINGENCIES (dollars in thousands)
In late 1993, Viskase commenced a legal action against American National
Can Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651. Viskase claimed that ANC was
infringing on various Viskase patents relating to multi-layer barrier
plastic films used for fresh red meat, processed meat and poultry
product applications. On November 8, 1996, after a three week trial, a
jury found that ANC had willfully infringed Viskase's patents and
awarded Viskase $102.4 million in compensatory damages. On December 5,
1996, ANC posted a supersedeas bond in the amount of $108 million and
the Court entered an order staying Viskase's enforcement of the
judgment. The Court also entered an order permanently enjoining ANC from
making or selling infringing products after December 23, 1996.
The judgment is not final and the parties are presently engaged in the
post-judgment motion phase of the case. ANC has filed motions to reduce
the damage award by at least $75 million or alternatively, grant ANC a
new trial. Viskase is seeking a determination that the case be deemed
"exceptional" and that the award be increased by approximately $46
million which includes compensatory damages for ANC's infringement
during the period of October 1, 1996 through December 23, 1996 and
additional damages for prejudgment interest, attorneys' fees and related
expenses. Due to ANC's willful infringement of the patents, Viskase has
asked the court to treble the compensatory award. These motions are all
pending before the Court and rulings are expected in the second quarter
1997. Meanwhile post-judgment interest is accruing on the $102.4 million
award from November 8, 1996 at an annual rate of 5.49%. The Company
expects ANC to vigorously contest the award and to appeal any final
judgment. The award and any pending claims for additional damages have
not been recorded in the Company's financial statements.
A class action lawsuit by former employees of subsidiary corporations
comprising most of the Company's former steel and mining division (SMD)
was pending as of the commencement of the bankruptcy case in which the
plaintiffs were seeking substantial damages. In March 1996, Envirodyne
completed a settlement of the lawsuit under which Envirodyne was
released and discharged from all claims in exchange for 900,000 shares
of Envirodyne common stock without any admission or finding of liability
or wrongdoing.
Litigation is pending with respect to events arising out of the
Envirodyne bankruptcy case and the 1989 acquisition of Envirodyne by
Emerald Acquisition Corporation (Emerald) with respect to which,
although Envirodyne is not presently a party to such litigation, certain
defendants have asserted indemnity rights against Envirodyne.
In ARTRA Group Incorporated v. Salomon Brothers Holding Company Inc,
----------------------------------------------------------------
Salomon Brothers Inc, D.P. Kelly & Associates, L.P., Donald P. Kelly,
- - --------------------------------------------------------------------
Charles K. Bobrinskoy, James L. Massey, William Rifkind and Michael
- - -------------------------------------------------------------------
Zimmerman, Case No. 93 A 1616, United States Bankruptcy Court for the
- - ---------
Northern District of Illinois, Eastern Division, ARTRA Group
Incorporated (ARTRA) alleges breach of fiduciary duty and tortious
inference in connection with the negotiation and consummation of the
Plan of Reorganization (ARTRA I). In ARTRA Group Incorporated v. Salomon
------- -----------------------------------
Brothers Holding Company Inc, Salomon Brothers Inc, D.P. Kelly &
- - ----------------------------------------------------------------
Associates, L.P., Donald P. Kelly, Charles K. Bobrinskoy and Michael
- - --------------------------------------------------------------------
Zimmerman, Case No. 93 L 2198, Circuit Court of the Eighteenth Judicial
- - ---------
Circuit, DuPage County, Illinois, ARTRA alleges breach of fiduciary
duty, fraudulent and negligent misrepresentation and breach of contract
in connection with the 1989 acquisition of Envirodyne by Emerald (ARTRA
-----
II). The plaintiff seeks damages in the total amount of $136.2 million
- - --
plus interest and punitive damages of $408.6 million. D.P. Kelly &
Associates, L.P. and Messrs. Kelly, Bobrinskoy, Massey, Rifkind and
Zimmerman have asserted common law and contractual rights of indemnity
against Envirodyne for attorneys' fees, costs and any ultimate liability
relating to the claims set forth in the complaints. Upon a motion of the
defendants, the Bankruptcy Court dismissed ARTRA's claims in ARTRA I.
-------
ARTRA appealed to the U.S. District Court and on October 31, 1996, the
U.S. District Court affirmed the Bankruptcy Court's decision. ARTRA has
appealed to the U.S. Court of Appeals for the Seventh Circuit. All
briefs have been filed and the parties are awaiting oral argument.
Envirodyne is continuing its evaluation of the merits of the
indemnification claims against Envirodyne and the underlying claims in
the litigation. Upon the undertaking of D.P. Kelly & Associates, L.P. to
repay such funds in the event it is ultimately determined that there is
no right to indemnity, Envirodyne is advancing funds to D.P. Kelly &
Associates, L.P. and Mr. Kelly for the payment of legal fees in ARTRA I.
-------
Although the Company is not a party to either case, the Company believes
that the plaintiff's claims raise similar factual issues to those raised
in the Envirodyne bankruptcy case which, if adjudicated in a manner similar
to that in the Envirodyne bankruptcy case, would render it difficult for
the plaintiff to establish liability or prove damages. Accordingly, the
Company believes that the indemnification claims would not have a material
adverse effect upon the business or financial position of the Company, even
if the claimants were successful in establishing their right to
indemnification.
Since early 1993, the Antitrust Division of the United States Department
of Justice has been investigating the disposable plastic cutlery industry.
This investigation has resulted in the indictment and conviction of certain
companies and individuals in the industry. Some indictments and criminal
trials are pending. Although the United States Department of Justice has
advised a former officer and an existing employee of Clear Shield National
that they are targets of the investigation, neither person has been
indicted. Clear Shield National is cooperating fully with the
investigation.
In February 1996 Clear Shield National and three other plastic cutlery
manufacturers were named as defendants in the following three civil
complaints: Eisenberg Brothers, Inc., on behalf of itself and all others
------------------------------------------------------------
similarly situated, v. Amcel Corp., Clear Shield National, Inc.,
- - --------------------------------------------------------------
Dispoz-O Plastics Corp. and Benchmark Holdings, Inc. t/a Winkler
- - ----------------------------------------------------------------
Products, Civil Action No. 96-728, United States District Court for the
- - --------
Eastern District of Pennsylvania; St. Cloud Restaurant Supply Company v.
-------------------------------------
Amcel Corp., Clear Shield National, Inc., Dispoz-O Plastics Corp. and
- - ---------------------------------------------------------------------
Benchmark Holdings, Inc. t/a Winkler Products, Case No. 96C 0777,
- - ---------------------------------------------
United States District Court for the Northern District of Illinois,
Eastern Division; and Servall Products, Inc., on behalf of itself and
-----------------------------------------------
all others similarly situated, v. Amcel Corporation, Clear Shield
- - -----------------------------------------------------------------
National, Inc., Dispoz-O Plastics Corporation and Benchmark Holdings,
- - --------------------------------------------------------------------
Inc. t/a Winkler Products, Civil Action No. 96-1116, United States
- - -------------------------
District Court for the Eastern District of Pennsylvania. Each of the
complaints alleges, among other things, that from October 1990 through
April 1992 the defendants unlawfully conspired to fix the prices at
which plastic cutlery would be sold. The Company has informed the
plaintiffs that such claims as they relate to Clear Shield were
discharged by the order of the Bankruptcy Court and Plan of
Reorganization and that the plaintiffs are permanently enjoined from
pursuing legal action to collect discharged claims.
On February 27, 1996, the plaintiff in the St. Cloud case voluntarily
---------
dismissed the action without prejudice and refiled its action in the
United States District Court for the Eastern District of Pennsylvania
but did not name Clear Shield National as a defendant. On March 14,
1996, Eisenberg Brothers Inc., St. Cloud and Servall filed a motion in
Clear Shield National's Bankruptcy proceeding in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern Division
contending that the Bankruptcy Court's order did not discharge the
plaintiff's claim. On March 19, 1997, the Bankruptcy Court denied their
motion and granted the Company's cross motion for summary judgment. The
time period for appeal by Eisenberg Brothers, Inc. et al. has not
passed.
The Company and its subsidiaries are involved in various legal
proceedings arising out of its business and other environmental matters,
none of which is expected to have a material adverse effect upon its
results of operations, cash flows or financial position.
15. CAPITAL STOCK, PAID IN CAPITAL, AND WARRANTS
Authorized shares of preferred stock ($.01 par value per share) and
common stock ($.01 par value per share) for the reorganized Envirodyne
are 25,000,000 shares and 50,000,000 shares, respectively. 14,545,107
shares of common stock were issued and outstanding as of December 26,
1996. In accordance with the Plan of Reorganization, a total of 900,261,
64,460 and 15,000 additional shares of common stock were issued to the
general unsecured creditors of Envirodyne during 1996, 1995 and 1994,
respectively.
Envirodyne issued 1,500,000 warrants pursuant to the Plan of
Reorganization, exercisable at any time until December 31, 1998. Each
warrant was initially exercisable for one share of common stock at an
initial exercise price of $17.25 per share. The exercise price and the
number of shares of common stock for which a warrant is exercisable were
adjusted as a result of the issuance of certain shares of Envirodyne
after the consummation of the Plan of Reorganization, including the
issuance of shares in settlement of the SMD lawsuit discussed in Note
14. Under terms of the warrant agreement, the exercise price has been
adjusted from $17.25 to $16.08 per share and the number of common shares
for which each warrant is exercisable has been adjusted from 1.000 share
to 1.073 shares.
On June 26, 1996, the Board of Directors adopted a Shareholder Rights
Plan (Plan). Under the Plan, the Board declared a dividend of one Common
Stock Purchase Right (Right) for each outstanding common share of the
Company. Rights were issued to the shareholders of record on June 26,
1996. The Rights are attached to and automatically trade with the
outstanding shares of the Company's common stock.
The Rights will only become exercisable ten days after a public
announcement that a person or group has acquired or obtained the right
to acquire 41% or more of the Company's Common Stock or ten business
days after a person or group commences a tender or offer that would
result in such person or group owning 41% or more of the outstanding
shares (even if no purchases actually occur).
When the Rights first become exercisable, each Right will entitle the
holder thereof to buy from the Company one share of Common Stock for
$20.00, subject to adjustment. If any person acquires 41% or more of the
Company's Common Stock, other than pursuant to a tender or exchange
offer for all outstanding shares of the Company approved by a majority
of the independent directors not affiliated with a 40%-or-more
stockholder, after receiving advice from one or more investment banking
firms, each Right not owned by a 41%-or-more stockholder would become
exercisable for shares of the Company having a market value of two times
the exercise price of the Right. If the Company is involved in a merger
or other business combination, or sells 50% or more of its assets or
earning power to another person, at any time after the Rights become
exercisable, the Rights will entitle the holder thereof to buy shares of
common stock of the acquiring company having a market value of twice the
exercise price of each Right.
Rights may be redeemed at a price of $0.001 per Right at any time prior
to their expiration on June 26, 2006.
16. STOCK-BASED COMPENSATION (dollars in thousands)
The Company maintains several stock option plans and agreements. The
plans provide for the granting of incentive and nonqualified stock
options to employees, officers, and directors. Stock options have been
granted at prices at or above the fair market value on the date of
grant. Options generally vest in three equal installments beginning one
year from the grant date and expire ten years from the grant date. Non-
employee director options, however, vest on the date of grant. The
options are subject to acceleration upon the occurrence of certain
events, such acceleration event occurred in both November 1994 and
August 1995.
The Company accounts for these plans under Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) and
related Interpretations. Accordingly, compensation expense is
recognized using the intrinsic value-based method for options granted
under the plans. The Company has adopted only the disclosure provisions
required by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123).
<PAGE>
<PAGE>
<TABLE>
A summary of the Company's stock option activity during the fiscal
years ended as of December 26, 1996, December 28, 1995 and December
29, 1994 is presented below:
<CAPTION>
1996 1995 1994
----------------------- ----------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
-------- -------------- -------- -------------- ------ --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 424,230 $5.06 388,920 $5.06
Granted 536,500 4.26 97,200 5.02 402,020 $5.06
Exercised
Forfeited (61,900) 4.79 (61,890) 5.06 (13,100) 5.06
------- ------- -------
Outstanding at
year end 898,830 4.60 424,230 5.06 388,920 5.06
======= ======= =======
Options exercisable
at year end 392,730 5.04 424,230 5.04 388,920 5.06
======= ======= =======
</TABLE>
There were 651,170 shares of common stock reserved for future stock
option grants at December 26, 1996.
As of December 26, 1996, total stock options outstanding have a
weighted-average remaining contractual life of 9.86 years. The
exercise price of options outstanding as of December 26, 1996
ranged from $3.50 to $5.06. The weighted average grant date fair
value of options granted during fiscals 1996 and 1995 was $2.202
and $1.812, respectively.
As option prices per share have not been below the underlying stock
price on the grant dates, no compensation expense associated with
these plans has been recognized to date in accordance with APB 25.
<PAGE>
<PAGE>
Had the Company elected to apply the provisions of SFAS 123 regarding
recognition of compensation expense to the extent of the calculated fair
value of compensatory options, reported net income and earnings per
share would have been reduced to the following amounts (only options
granted in 1995 and 1996 are included in the calculation of pro forma
net income and earnings per share):
1996 1995
-------- --------
(Loss) before extraordinary item $(13,682) $(17,323)
Pro forma (loss) before extraordinary item (13,826) (17,356)
Net (loss) $(13,682) $(21,519)
Pro forma net (loss) (13,826) (21,552)
PER SHARE AMOUNTS:
(Loss) before extraordinary item $(.96) $(1.28)
Pro forma (loss) before extraordinary item (.97) (1.28)
Net (loss) $(.96) $(1.59)
Pro forma net (loss) (.97) (1.59)
The effects of applying SFAS 123 in the above pro forma disclosure are
not likely to be representative of the effects disclosed in future years
as SFAS 123 does not apply to grants prior to 1995.
The fair value of each option granted during 1996 and 1995 is estimated
on the date of grant using the Black-Scholes option pricing model with
the following assumptions: (1) expected volatility of 40.04% for both
years, (2) risk-free interest rate equaling the 5-year treasury yield on
the grant date, which ranged from 6.11% to 6.52% in 1996 and 5.97% to
7.06% in 1995, and (3) expected life of 5 years in both years. The
Company has never declared dividends, nor does it currently expect to
declare dividends in the foreseeable future.
Pursuant to the employment agreement between the Company and its chief
executive officer, the Company issued 35,000 shares of common stock to
its chief executive officer. These shares carry voting and dividend
rights; however sale of the shares is restricted prior to vesting.
Subject to continued employment, vesting occurs on March 27, 1999. The
shares issued under the employment agreement have been recorded at fair
market value on the date of grant with a corresponding charge to
stockholders' equity for the unearned portion of the award. The fair
market value per share was $3.50. The unearned portion is being
amortized as compensation expense on a straight-line basis over the
related vesting period. Compensation expense related to the plan totaled
$31 during fiscal 1996.
The Company also has a stock compensation plan for the non-employee
directors of the Company that was approved during fiscal 1996. These
directors may elect to receive directors fees in the form of common
stock of the Company based upon the average market price of the
Company's common stock on the grant date. During fiscal 1996 30,386
shares of common stock were issued under this plan at $4.03 per share.
17. FAIR VALUE OF FINANCIAL INSTRUMENTS (dollars in thousands)
The following table presents the carrying value and estimated fair value
as of December 26, 1996 of the Company's financial instruments. (Refer
to Notes 3 and 9.)
Carrying Estimated
Value Fair Value
-------- ----------
Assets:
Cash and equivalents $ 41,794 $ 41,794
Foreign currency contracts 12,995 12,337
Liabilities:
Long-term debt
(excluding capital leases) 387,539 390,265
18. PATENT LITIGATION SETTLEMENT (dollars in thousands)
In 1989 certain competitors of Viskase filed a declaratory action
challenging the validity and enforceability of a Viskase patent relating
to casings used in the manufacture of food products. In May 1994, the
trial court upheld the validity and enforceability of the Viskase patent
and found infringement of the patent. Before the trial on damages was
conducted, Viskase entered into agreements to settle the claims and
grant licenses to the competitors. Under the terms of these agreements
Viskase received $9,457 for past infringement and advance royalties and
established royalty rates for future patent use.
19. RESEARCH AND DEVELOPMENT COSTS (dollars in thousands)
Research and development costs are expensed as incurred and totaled
$6,841, $11,034 and $16,852 for 1996, 1995, and 1994, respectively.
20. RELATED PARTY TRANSACTIONS (dollars in thousands)
In March 1996, the Company terminated its management agreement with D.P.
Kelly and Associates, L.P. (DPK). Upon termination of the agreement, the
Company was required to pay the amount of $2,000 to DPK pursuant to
provisions in the agreement. In addition to the above amount, the
Company paid management fees to DPK during 1996 totaling $193. During
each of 1995 and 1994, the Company paid DPK $770 for management
services.
During fiscal 1996, 1995 and 1994, the Company made payments of
approximately $18, $156, and $560, respectively, to an affiliate of DPK
for the use of a jet aircraft on an as-needed basis.
During fiscal 1996, 1995, and 1994, the Company purchased product and
services from affiliates of DPK in the amounts of approximately $904,
$1,537, and $1,367, respectively. During fiscal 1996, 1995, and 1994,
the Company sublet office space from DPK for which it paid approximately
$139, $151, and $151, respectively, in rent. During fiscal 1996 and
1995, the Company reimbursed a non-affiliated medical plan in the
aggregate amount of $41 and $79 for medical claims of Messrs. Kelly,
Gustafson and Corcoran.
During fiscal years 1994 through 1996, the Company advanced funds to and
made payments on behalf of DPK and Donald P. Kelly totaling
approximately $171 for legal fees related to the litigation involving
ARTRA Group Incorporated (refer to Note 14).
During fiscal 1996, the Company sold two autos to an affiliate of DPK.
The total sum received was $135 and was based on the fair market value
of the autos. A gain on the sale of $117 was recognized by the Company.
During fiscal years 1996, 1995 and 1994, Viskase Corporation, a wholly
owned subsidiary of the Company, had sales of $19,795, $18,035 and
$14,779, respectively, to Cargill, Inc. and its affiliates. Such sales
were made in the ordinary course. During 1996 Cargill Financial Services
Corporation had beneficial ownership of approximately 9.4% of the
Company's outstanding Common Stock, and Gregory R. Page, President of
the Red Meat Group of Excel Corp., a subsidiary of Cargill, Inc., is a
director of the Company.
21. BUSINESS SEGMENT INFORMATION AND GEOGRAPHIC
AREA INFORMATION (dollars in thousands)
Envirodyne primarily manufactures and sells polymeric food casings and
plastic packaging films and containers (food packaging products) and
disposable foodservice supplies. The Company's operations are primarily
in North, South America and Europe. Intercompany sales and charges
(including royalties) have been reflected as appropriate in the
following information. Other income for 1996, 1995, and 1994 includes
net foreign exchange transaction gains (losses) of approximately $687,
$(61), and $2,707, respectively.<PAGE>
Business Segment Information
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Net sales:
Food packaging products $572,653 $574,266 $530,179
Disposable foodservice
supplies 78,865 76,138 68,996
Other and eliminations (162) (192) (146)
-------- -------- --------
$651,356 $650,212 $599,029
======== ======== ========
Earnings before
income taxes:
Operating income:
Food packaging products $37,310 $39,183 $ 48,145
Disposable foodservice
supplies 7,342 4,959 6,514
Unallocated expenses, net
-- primarily corporate (4,962) (6,007) (5,982)
-------- -------- --------
39,690 38,135 48,677
Interest expense, net 56,997 56,666 49,207
Other expense (income), net 3,075 1,710 (1,668)
Minority interest in loss
of subsidiary 50
-------- -------- --------
$(20,382) $(20,241) $ 1,188
======== ======== ========
Identifiable assets:
Food packaging products $762,233 $796,655 $814,731
Disposable foodservice
supplies 69,725 69,812 71,530
Corporate and other,
primarily
cash equivalents 41,789 33,100 10,375
-------- -------- --------
$873,747 $899,567 $896,636
======== ======== ========
Depreciation and
amortization
under capital lease and
amortization of
intangibles expense:
Food packaging products $53,413 $51,404 $ 47,207
Disposable foodservice
supplies 4,949 4,581 4,125
Corporate and other 58 76 55
-------- -------- --------
$58,420 $56,061 $ 51,387
======== ======== ========
Capital expenditures:
Food packaging products $32,934 $30,744 $ 28,534
Disposable foodservice
supplies 4,135 3,687 4,012
Corporate and other 4 34 20
-------- -------- --------
$37,073 $34,465 $ 32,566
======== ======== ========
<PAGE>
Geographic Area Information
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Net sales:
North America $423,092 $417,408 $407,761
South America 40,498 31,381 22,507
Europe 201,926 213,618 184,395
Other and eliminations (14,160) (12,195) (15,634)
-------- -------- --------
$651,356 $650,212 $599,029
======== ======== ========
Operating profit:
North America $22,425 $22,504 $ 29,520
South America 1,883 524 (1,396)
Europe 15,445 15,373 20,553
Other and eliminations (63) (266)
-------- -------- --------
$39,690 $38,135 $ 48,677
======== ======== ========
Identifiable assets:
North America $633,201 $645,504 $639,831
South America 33,007 31,873 27,527
Europe 205,446 219,802 229,278
Other and eliminations 2,093 2,388
-------- -------- --------
$873,747 $899,567 $896,636
======== ======== ========
United States export sales:
(reported in North America
sales above)
Asia $28,300 $22,509 $10,362
South and Central America 17,056 18,691 18,656
South Africa 9,484
Other International 259 219 147
-------- -------- --------
$45,615 $41,419 $38,649
======== ======== ========
The total assets and net assets of foreign businesses were approximately
$273,895 and $116,503 at December 26, 1996.
22. QUARTERLY DATA (unaudited)
Quarterly financial information for 1996 and 1995 is as follows (in
thousands, except for per share amounts):
First Second Third Fourth
Fiscal 1996 Quarter Quarter Quarter Quarter Annual
- - ---------------- -------- -------- -------- -------- --------
Net Sales $159,736 $165,747 $163,825 $162,048 $651,356
Operating Income 9,294 9,275 8,708 12,413 39,690
Net income (loss) (5,927) (4,165) (3,924) 334 (13,682)
Net income (loss)
per share (.43) (.29) (.27) .02 (.96)
Net income (loss) per share amounts are computed independently for each
of the quarters presented using weighted average shares outstanding
during each quarter. The sum of the quarterly per share amounts in 1996
do not equal the total for the year because of rounding and 1996 stock
issuances, as shown on the Consolidated Statement of Stockholders'
Equity.
First Second Third Fourth
Fiscal 1995 Quarter Quarter Quarter Quarter Annual
- - -------------------- -------- -------- -------- -------- --------
Net Sales $155,824 $165,184 $166,688 $162,516 $650,212
Operating Income 8,689 10,089 8,653 10,704 38,135
Net (loss) (3,895) (7,513) (4,475) (5,636) (21,519)
Net (loss) per share (.29) (.56) (.33) (.42) (1.59)
The second quarter net (loss) includes an extraordinary loss of $(4.2)
million on debt extinguishment.
Net income (loss) per share amounts are computed independently for each
of the quarters presented using weighted average shares outstanding
during each quarter. The sum of the quarterly per share amounts in 1995
do not equal the total for the year because of rounding and 1995 stock
issuances, as shown on the Consolidated Statement of Stockholders'
Equity.
23. SUBSEQUENT EVENTS (dollars in thousands)
In March 1997 the Company announced that it was exploring the potential
sale of Viskase Corporation's PVC film business. Viskase's plants in
Aurora, Ohio, and Sedgefield, England, would be affected by a sale. Net
sales of PVC films in 1996 totaled approximately $54 million.
In March 1997 Viskase Corporation received a subpoena from the Antitrust
Division of the United States Department of Justice relating to a grand
jury investigation of the sausage casings industry. Viskase Corporation
is cooperating fully with the investigation.
24. SUBSIDIARY GUARANTORS
Envirodyne's payment obligations under the Senior Secured Notes are
fully and unconditionally guaranteed on a joint and several basis
(collectively, Subsidiary Guarantees) by Viskase Corporation, Viskase
Holding Corporation, Viskase Sales Corporation, Clear Shield National,
Inc., Sandusky Plastics, Inc. and Sandusky Plastics of Delaware, Inc.,
each a direct or indirect wholly-owned subsidiary of Envirodyne and each
a "Guarantor." These subsidiaries represent substantially all of the
operations of Envirodyne conducted in the United States. The remaining
subsidiaries of Envirodyne generally are foreign subsidiaries or
otherwise relate to foreign operations.
The obligations of each Guarantor under its Subsidiary Guarantee are the
senior obligation of such Guarantor, and are collateralized, subject to
certain permitted liens, by substantially all of the domestic assets of
the Guarantor and, in the case of Viskase Holding Corporation, by a
pledge of 65% of the capital stock of Viskase Europe Limited. The
Subsidiary Guarantees and security are shared with the lenders under the
Revolving Credit Agreement on a pari passu basis and are subject to the
priority interest of the holders of obligations under the Letter of
Credit Facility, each pursuant to an intercreditor agreement.
The following consolidating condensed financial data illustrate the
composition of the combined Guarantors. No single Guarantor has any
significant legal restrictions on the ability of investors or creditors
to obtain access to its assets in the event of default on the Subsidiary
Guarantee other than its subordination to senior indebtedness described
above. Separate financial statements of the Guarantors are not presented
because management has determined that these would not be material to
investors. Based on the book value and the market value of the pledged
securities of Viskase Corporation, Viskase Sales Corporation, Clear
Shield National, Inc., Sandusky Plastics, Inc. and Sandusky Plastics of
Delaware, Inc., these Subsidiary Guarantors do not constitute a
substantial portion of the collateral and, therefore, the separate
financial statements of these subsidiaries have not been provided.
Separate audited financial statements of Viskase Holding Corporation are
being filed within.
Investments in subsidiaries are accounted for by the parent and
Subsidiary Guarantors on the equity method for purposes of the
supplemental consolidating presentation. Earnings of subsidiaries are
therefore reflected in the parent's and Subsidiary Guarantors'
investment accounts and earnings. The principal elimination entries
eliminate investments in subsidiaries and intercompany balances and
transactions.
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
DECEMBER 26, 1996
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations (1) Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 25,785 $ (162) $ 16,171 $ 41,794
Receivables and advances, net 61,960 70,258 46,032 $ (99,076) 79,174
Inventories 59,730 36,509 (1,227) 95,012
Other current assets 187 11,730 10,224 22,141
-------- -------- -------- --------- --------
Total current assets 87,932 141,556 108,936 (100,303) 238,121
Property, plant and equipment including
those under capital lease 133 420,396 158,175 578,704
Less accumulated depreciation
and amortization 95 86,715 30,086 116,896
-------- -------- -------- --------- --------
Property, plant and equipment, net 38 333,681 128,089 461,808
Deferred financing costs 5,144 758 5,902
Other assets 40,784 2,025 42,809
Investment in subsidiaries 64,433 123,236 (187,669)
Excess reorganization value 87,702 37,405 125,107
-------- -------- -------- --------- --------
$157,547 $726,959 $277,213 $(287,972) $873,747
======== ======== ======== ========= ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current
portion of long-term debt and
obligation under capital lease $ 7,182 $ 4,109 $ 11,291
Accounts payable and advances $ 35 85,156 50,900 $ (99,076) 37,015
Accrued liabilities 6,197 44,235 31,677 82,109
-------- -------- -------- --------- --------
Total current liabilities 6,232 136,573 86,686 (99,076) 130,415
Long-term debt including obligation
under capital lease 379,262 137,063 4,854 521,179
Accrued employee benefits 49,366 4,331 53,697
Deferred and noncurrent income taxes 29,088 10,824 24,899 64,811
Intercompany loans (360,680) 340,000 20,681 (1)
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
14,545,107 shares issued and
outstanding 145 3 32,738 (32,741) 145
Paid in capital 135,100 87,899 87,871 (175,770) 135,100
Accumulated earnings (deficit) (38,813) (42,050) 7,872 34,178 (38,813)
Cumulative foreign currency
translation adjustments 7,305 7,281 7,281 (14,562) 7,305
Unearned restricted stock issued
for future services (92) (92)
-------- -------- -------- --------- --------
Total stockholders' equity 103,645 53,133 135,762 (188,895) 103,645
-------- -------- -------- --------- --------
$157,547 $726,959 $277,213 $(287,972) $873,747
======== ======== ======== ========= ========
<FN>
(1) Elimination of intercompany receivables, payables and investment accounts.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
DECEMBER 28, 1995
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations (1) Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 18,013 $ 486 $ 11,826 $ 30,325
Receivables and advances, net 52,462 70,458 57,082 $ (90,548) 89,454
Inventories 63,355 38,233 (2,114) 99,474
Other current assets 176 12,364 9,106 21,646
-------- -------- -------- --------- --------
Total current assets 70,651 146,663 116,247 (92,662) 240,899
Property, plant and equipment including
those under capital lease 261 394,813 150,417 545,491
Less accumulated depreciation
and amortization 150 55,620 20,217 75,987
-------- -------- -------- --------- --------
Property, plant and equipment, net 111 339,193 130,200 469,504
Deferred financing costs 7,048 1,042 8,090
Other assets 43,720 1,869 45,589
Investment in subsidiaries 77,766 117,578 (195,344)
Excess reorganization value 94,968 40,517 135,485
-------- -------- -------- --------- --------
$155,576 $742,122 $289,875 $(288,006) $899,567
======== ======== ======== ========= ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current
portion of long-term debt and
obligation under capital lease $ 6,407 $ 6,097 $ 12,504
Accounts payable and advances $ 80 78,848 50,737 $ (90,548) 39,117
Accrued liabilities 8,126 37,488 21,939 67,553
-------- -------- -------- --------- --------
Total current liabilities 8,206 122,743 78,773 (90,548) 119,174
Long-term debt including obligation
under capital lease 379,262 143,198 7,721 530,181
Accrued employee benefits 51,345 4,281 55,626
Deferred and noncurrent income taxes 34,088 17,507 25,895 77,490
Intercompany loans (383,076) 340,000 43,083 (7)
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
13,579,460 shares issued and
outstanding 136 3 32,738 (32,741) 136
Paid in capital 134,864 87,899 87,871 (175,770) 134,864
Accumulated earnings (deficit) (25,131) (27,752) 2,334 25,418 (25,131)
Cumulative foreign currency
translation adjustments 7,227 7,179 7,179 (14,358) 7,227
-------- -------- -------- --------- --------
Total stockholders' equity 117,096 67,329 130,122 (197,451) 117,096
-------- -------- -------- --------- --------
$155,576 $742,122 $289,875 $(288,006) $899,567
======== ======== ======== ========= ========
<FN>
(1) Elimination of intercompany receivables, payables and investment accounts.
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 26, 1996
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
NET SALES $418,732 $273,435 $(40,811) $651,356
COSTS AND EXPENSES
Cost of sales 322,422 207,520 (41,698) 488,244
Selling, general and administrative $4,973 57,927 44,188 107,088
Amortization of intangibles and
excess reorganization value 12,947 3,387 16,334
-------- -------- -------- --------- --------
OPERATING INCOME (LOSS) (4,973) 25,436 18,340 887 39,690
Interest income 1,061 507 1,568
Interest expense 43,504 12,813 2,248 58,565
Intercompany interest expense (income) (40,596) 37,394 3,202
Management fees (income) (7,226) 5,704 1,522
Other expense (income), net 850 646 1,579 3,075
Equity loss (income) in subsidiary 13,411 (5,538) (7,873)
-------- -------- -------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES (13,855) (25,583) 10,296 8,760 (20,382)
Income tax provision (benefit) (173) (11,285) 4,758 (6,700)
-------- -------- -------- --------- --------
NET INCOME (LOSS) $(13,682) $(14,298) $ 5,538 $ 8,760 $(13,682)
======== ======== ======== ========= ========
</TABLE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING CASH FLOWS
FOR THE YEAR ENDED DECEMBER 26, 1996
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $(14,896) $ 30,440 $ 40,780 $ 56,324
Cash flows from investing activities:
Capital expenditures (4) (27,496) (9,573) (37,073)
Proceeds from sales of property,
plant and equipment 136 1,767 453 2,356
-------- -------- -------- --------- --------
Net cash provided by (used in)
investing activities 132 (25,729) (9,120) (34,717)
Cash flows from financing activities:
Issuance of common stock 153 153
Proceeds from revolving loan and
long term borrowings 1,130 1,056 2,186
Deferred financing costs (142) (142)
Repayment of revolving loan,
long-term borrowings and
capital lease obligations (6,489) (5,216) (11,705)
Increase (decrease) in
Envirodyne loan and advances 22,525 (22,525)
-------- -------- -------- --------- --------
Net cash provided by
(used in) financing activities 22,536 (5,359) (26,685) (9,508)
Effect of currency exchange rate
changes on cash (630) (630)
-------- -------- -------- --------- --------
Net increase (decrease)
in cash and equivalents 7,772 (648) 4,345 11,469
Cash and equivalents
at beginning of period 18,013 486 11,826 30,325
-------- -------- -------- --------- --------
Cash and equivalents at end of period $ 25,785 $ (162) $ 16,171 $ 41,794
======== ======== ======== ========= ========
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 28, 1995
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
NET SALES $417,756 $267,212 $(34,756) $650,212
COSTS AND EXPENSES
Cost of sales 312,419 207,232 (34,603) 485,048
Selling, general and administrative $ 6,004 65,318 39,908 111,230
Amortization of intangibles and
excess reorganization value 12,466 3,333 15,799
-------- -------- -------- --------- --------
OPERATING INCOME (LOSS) (6,004) 27,553 16,739 (153) 38,135
Interest income 203 12 455 670
Interest expense 40,081 13,902 3,353 57,336
Intercompany interest
expense (income) (38,218) 34,007 4,211
Management fees (income) (8,086) 6,377 1,709
Other expense (income), net (2,400) 52 4,058 1,710
Equity loss (income) in subsidiary 19,571 216 (19,787)
-------- -------- -------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM (16,749) (26,989) 3,863 19,634 (20,241)
Income tax provision (benefit) 1,264 (7,570) 3,388 (2,918)
-------- -------- -------- --------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM (18,013) (19,419) 475 19,634 (17,323)
Extraordinary loss, net of tax 3,506 690 4,196
-------- -------- -------- --------- --------
NET (LOSS) $(21,519) $(19,419) $ (215) $ 19,634 $(21,519)
======== ======== ======== ========= ========
</TABLE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING CASH FLOWS
FOR THE YEAR ENDED DECEMBER 28, 1995
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $(13,276) $ 32,242 $ 20,001 $ 38,967
Cash flows from investing activities:
Capital expenditures (34) (27,842) (6,589) (34,465)
Proceeds from sale of property,
plant and equipment 39 47 86
-------- -------- -------- --------- --------
Net cash (used in)
investing activities (34) (27,803) (6,542) (34,379)
Cash flows from financing activities:
Proceeds from revolving loan and
long term borrowings 164,000 1,706 42,216 207,922
Deferred financing costs (6,721) (1,166) (7,887)
Repayment of revolving loan,
long-term borrowings and
capital lease obligations (123,275) (7,512) (50,588) (181,375)
Increase (decrease)
in Envirodyne loan and advances (3,236) 3,236
-------- -------- -------- --------- --------
Net cash provided by
(used in) financing activities 30,768 (5,806) (6,302) 18,660
Effect of currency exchange
rate changes on cash (212) (212)
-------- -------- -------- --------- --------
Net increase (decrease) in cash
and equivalents 17,458 (1,367) 6,945 23,036
Cash and equivalents at beginning
of period 555 1,853 4,881 7,289
-------- -------- -------- --------- --------
Cash and equivalents at end
of period $ 18,013 $ 486 $ 11,826 $ 30,325
======== ======== ======== ========= ========
/TABLE
<PAGE>
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 29, 1994
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
NET SALES $406,988 $220,787 $(28,746) $599,029
Patent infringement settlement income 9,457 9,457
COSTS AND EXPENSES
Cost of sales 295,356 168,891 (28,487) 435,760
Selling, general and administrative $ 6,015 71,092 31,330 108,437
Amortization of intangibles and
excess reorganization value 12,266 3,346 15,612
-------- -------- -------- --------- --------
OPERATING INCOME (LOSS) (6,015) 37,731 17,220 (259) 48,677
Interest income 13 46 248 307
Interest expense 31,937 14,124 3,453 49,514
Intercompany interest expense (income) (35,077) 31,170 3,907
Management fees (income) (7,400) 6,544 856
Other expense (income), net (3,448) 7 1,923 (150) (1,668)
Equity loss (income) in subsidiary 8,392 (2,549) (5,843)
Minority interest in loss
of subsidiary 50 50
-------- -------- -------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES (406) (11,519) 7,329 5,784 1,188
Income tax provision 3,206 (3,186) 4,780 4,800
-------- -------- -------- --------- --------
NET INCOME (LOSS) $ (3,612) $ (8,333) $ 2,549 $ 5,784 $ (3,612)
======== ======== ======== ========= ========
</TABLE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATING CASH FLOWS
FOR THE YEAR ENDED DECEMBER 29, 1994
<TABLE>
<CAPTION>
Guarantor Nonguarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
--------- ------------ ------------ ------------ -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $ (1,414) $ 13,575 $ 11,125 $ 23,286
Cash flows from investing activities:
Capital expenditures (20) (21,666) (10,880) (32,566)
Proceeds from sales of property,
plant and equipment 239 120 359
Purchase of minority interest
in subsidiary (4,200) (4,200)
-------- -------- -------- --------- --------
Net cash (used in)
investing activities (20) (25,627) (10,760) (36,407)
Cash flows from financing activities:
Proceeds from revolving loan and
long term borrowings 27,600 10,068 37,668
Deferred financing costs (1,608) (1,608)
Repayment of revolving loan,
long-term borrowings and
capital lease obligations (8,325) (5,180) (9,112) (22,617)
Increase (decrease) in
Envirodyne loan and advances (16,608) 17,163 (555)
-------- -------- -------- --------- --------
Net cash provided by (used in)
financing activities 1,059 11,983 401 13,443
Effect of currency exchange
rate changes on cash (776) (776)
-------- -------- -------- --------- --------
Net (decrease) in cash and equivalents (375) (69) (10) (454)
Cash and equivalents at
beginning of period 930 1,922 4,891 7,743
-------- -------- -------- --------- --------
Cash and equivalents at end of period $ 555 $ 1,853 $ 4,881 $ 7,289
======== ======== ======== ========= ========
/TABLE
<PAGE>
<PAGE>
Financial statement schedules required by Regulation S-X
- - --------------------------------------------------------
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements:
- - ---------------------------------
Report of independent accountants 64
Consolidated balance sheets, December 26, 1996 and
December 28, 1995 65
Consolidated statements of operations, for December 29, 1995
to December 26, 1996; December 30, 1994 to
December 28, 1995;
and January 1 to December 29, 1994 66
Consolidated statements of stockholders' equity (deficit),
for December 29, 1995 to December 26, 1996;
December 30, 1994 to December 28, 1995; and
January 1 to December 29, 1994 67
Consolidated statements of cash flows, for December 29, 1995
to December 26, 1996; December 30, 1994 to
December 28, 1995; and January 1 to December 29, 1994 68
Notes to consolidated financial statements 69
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Viskase Holding Corporation
We have audited the consolidated financial statements and the
financial statement schedules of Viskase Holding Corporation and
Subsidiaries. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Viskase Holding Corporation and Subsidiaries
as of December 26, 1996 and December 28, 1995, and the consolidated
results of their operations and their cash flows for the period
December 29, 1995 to December 26, 1996, December 30, 1994 to
December 28, 1995 and January 1 to December 29, 1994, in conformity
with generally accepted accounting principles. In addition, in our
opinion the schedules referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required
to be included therein.
Coopers & Lybrand L.L.P.
Chicago, Illinois
March 20, 1997
<PAGE>
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 26, December 28,
1996 1995
(in thousands)
ASSETS
Current assets:
Cash and equivalents $ 16,171 $ 11,826
Receivables, net 43,634 53,022
Receivables, affiliates 51,269 51,829
Inventories 36,509 38,233
Other current assets 10,224 9,106
-------- --------
Total current assets 157,807 164,016
Property, plant and equipment 158,175 150,417
Less accumulated depreciation 30,086 20,217
-------- --------
Property, plant and
equipment, net 128,089 130,200
Deferred financing costs 758 1,042
Other assets 2,025 1,869
Excess reorganization value 37,405 40,517
-------- --------
$326,084 $337,644
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current
portion of long-term debt $ 4,109 $ 6,097
Accounts payable 13,736 13,720
Accounts payable and
advances, affiliates 51,891 54,152
Accrued liabilities 31,677 21,942
-------- --------
Total current liabilities 101,413 95,911
Long-term debt 4,854 7,721
Accrued employee benefits 4,331 4,281
Deferred and noncurrent income taxes 24,899 25,895
Intercompany loans 58,691 81,094
Commitments and contingencies
Stockholders' equity:
Common stock, $1.00 par value,
1,000 shares authorized;
100 shares issued and outstanding
Paid in capital 103,463 103,463
Retained earnings 21,152 12,100
Cumulative foreign currency
translation adjustments 7,281 7,179
-------- --------
Total stockholders' equity 131,896 122,742
-------- --------
$326,084 $337,644
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<PAGE>
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
52 weeks 52 weeks 52 weeks
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
(in thousands, except for number of shares
and per share amounts)
<S> <C> <C> <C>
NET SALES $273,435 $267,212 $220,787
Patent infringement settlement income 9,457
COSTS AND EXPENSES
Cost of sales 207,520 207,232 168,891
Selling, general and administrative 38,386 36,288 27,654
Amortization of intangibles and
excess reorganization value 3,387 3,333 3,346
-------- -------- --------
OPERATING INCOME 24,142 20,359 30,353
Interest income 507 455 248
Interest expense 2,248 3,353 3,453
Intercompany interest expense 3,202 4,199 3,861
Management fees 1,522 1,709 856
Other expense (income), net 1,579 3,754 2,518
Minority interest in
loss of subsidiary 50
-------- -------- --------
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 16,098 7,799 19,963
Income tax provision 7,046 4,947 10,025
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM 9,052 2,852 9,938
Extraordinary loss, net of tax 690
-------- -------- --------
NET INCOME $ 9,052 $ 2,162 $ 9,938
======== ======== ========
WEIGHTED AVERAGE COMMON SHARES 100 100 100
=== === ===
PER SHARE AMOUNTS:
NET INCOME $ 90,520 $ 21,620 $ 99,380
======== ======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Cumulative
Foreign
Currency Total
Common Paid in Retained Translation Stockholder's
Stock Capital Earnings Adjustments Equity
------ ------- ---------- ------------- -------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance December 31, 1993 $ 82,686 $ 0 $ 0 $ 82,686
Net income 9,938 9,938
Capital contributions 16,056 16,056
Fresh start revaluation adjustments 4,721 4,721
Translation adjustments 3,912 3,912
-------- ------- ------ --------
Balance December 29, 1994 $103,463 $ 9,938 $3,912 $117,313
Net income 2,162 2,162
Translation adjustments 3,267 3,267
-------- ------- ------ --------
Balance December 28, 1995 $103,463 $12,100 $7,179 $122,742
Net income 9,052 9,052
Translation adjustments 102 102
-------- ------- ------ --------
Balance December 26, 1996 $103,463 $21,152 $7,281 $131,896
======== ======= ====== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
------------ ----------- -----------
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Income before extraordinary item $ 9,052 $ 2,852 $ 9,938
Extraordinary loss 690
------- ------- -------
Net income 9,052 2,162 9,938
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 10,687 11,202 9,018
Amortization of intangibles and excess reorganization value 3,387 3,333 3,346
Amortization of deferred financing fees and discount 227 208 210
Increase in deferred and noncurrent income taxes 393 2,098 128
Loss on debt extinguishment 1,030
Foreign currency transaction loss 159
Loss (gain) on sales of property, plant and equipment (39) 30 32
Changes in operating assets and liabilities:
Accounts receivable 11,078 (4,441) (9,076)
Accounts receivable, affiliates (1,802) (2,847) (18,214)
Inventories (743) 7,224 (8,895)
Other current assets (1,787) (2,144) (1,462)
Accounts payable and accrued liabilities 9,681 (6,926) 8,314
Accounts payable, affiliates 860 8,383 21,739
Other (214) (790) 288
------- ------- -------
Total adjustments 31,728 16,519 5,428
------- ------- -------
Net cash provided by operating activities 40,780 18,681 15,366
Cash flows from investing activities:
Capital expenditures (9,573) (6,589) (10,880)
Proceeds from sale of property, plant and equipment 453 47 120
Purchase of minority interest in subsidiary (4,200)
------- ------- -------
Net cash (used in) investing activities (9,120) (6,542) (14,960)
Cash flows from financing activities:
Proceeds from revolving loan and long-term borrowings 1,056 42,216 10,068
Deferred financing costs (1,166)
Repayment of revolving loan and long-term borrowings (5,216) (50,588) (9,112)
Increase (decrease) in Envirodyne loan and advances (22,525) 3,236 (555)
------- ------- -------
Net cash provided by (used in) financing activities (26,685) (6,302) 401
Effect of currency exchange rate changes on cash (630) (212) (776)
------- ------- -------
Net increase in cash and equivalents 4,345 5,625 31
Cash and equivalents at beginning of period 11,826 6,201 6,170
------- ------- -------
Cash and equivalents at end of period $16,171 $ 11,826 $ 6,201
======= ======== ========
----------------------------------------------------------------------------------------------------------------
Supplemental cash flow information:
Interest paid $791 $1,919 $ 1,808
Income taxes paid $1,209 $4,255 $ 3,548
</TABLE>
Supplemental schedule of noncash investing and financing activities:
Fiscal 1994
- - -----------
Viskase S.A. and its subsidiary Viskase Canada Inc.'s capital
increased by $16 million due to the forgiveness of an
Envirodyne loan. Viskase Corporation transferred equipment
totaling $1.5 million, $174 thousand and $2.1 million to
Viskase S.A., Viskase de Mexico S.A. de C.V., and Viskase
Brasil Embalagens Ltda, respectively.
Fiscal 1995
- - -----------
Viskase Corporation transferred equipment totaling $497
thousand to Viskase S.A. Viskase Holding Corporation
contributed capital consisting of $250 thousand of equipment
to Viskase de Mexico S.A. de C.V.
Fiscal 1996
- - -----------
Viskase Corporation transferred equipment totaling $441
thousand to Viskase de Mexico S.A. de C.V.
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
VISKASE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Viskase Holding Corporation is a wholly owned subsidiary of
Viskase Corporation. Viskase Corporation, in turn, is a wholly
owned subsidiary of Envirodyne Industries, Inc. Viskase
Holding Corporation serves as the direct or indirect parent
company for the majority of Viskase Corporation's non-domestic
operations. These subsidiaries are as follows:
<TABLE>
<CAPTION>
Name of Subsidiary Parent of Subsidiary Country of Business
- - ------------------------------- --------------------------- ---------------------
<S> <C> <C>
Viskase Argentina S.A. Viskase Holding Corporation Argentina
Viskase Australia Limited Viskase Holding Corporation Australia
Viskase Brasil Embalagens Ltda. Viskase Holding Corporation Brazil
Viskase Europe Limited Viskase Holding Corporation United Kingdom
Viskase de Mexico S.A. de C.V. Viskase Holding Corporation Mexico
Viskase S.A. Viskase Europe Limited France
Viskase Gmbh Viskase S.A. Germany
Viskase SPA Viskase S.A. Italy
Viskase Canada Inc. Viskase S.A. Canada
Viskase ZAO Viskase S.A. Russia
Viskase Holdings Limited Viskase S.A. United Kingdom
Filmco International Limited Viskase Holdings Limited United Kingdom
Viskase Limited Viskase Holdings Limited United Kingdom
Viskase (UK) Limited Viskase Limited United Kingdom
Envirodyne S.A.R.L. Viskase (UK) Limited France
</TABLE>
<PAGE>
Viskase Holding Corporation conducts its operations through its
subsidiaries and, for the most part, has no assets or liabilities
other than its investments, accounts receivable and payable with
affiliates, and intercompany loan and advances.
On January 6, 1993, a group of bondholders filed an involuntary
petition for reorganization of Envirodyne Industries, Inc. under
Chapter 11 of the United States Bankruptcy Code. On January 7,
1993, several of the subsidiaries of Envirodyne Industries, Inc.,
including Viskase Holding Corporation, each filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division (the Bankruptcy Court). None of the
subsidiaries of Viskase Holding Corporation entered into Chapter
11. On December 17, 1993, the Bankruptcy Court confirmed the First
Amended Joint Plan of Reorganization as twice modified (Plan of
Reorganization) with respect to Envirodyne Industries, Inc.
(Envirodyne) and certain of its subsidiaries, including Viskase
Holding Corporation. The Plan of Reorganization was consummated and
Envirodyne and certain of its subsidiaries emerged from Chapter 11
on December 31, 1993 (Effective Date). For accounting purposes, the
Plan of Reorganization was deemed to be effective as of December
31, 1993.
The Chapter 11 filing was related only to the Company's domestic
operations and did not include the foreign subsidiaries and various
inactive domestic subsidiaries.
2. NATURE OF BUSINESS
Viskase Holding Corporation's subsidiaries manufacture food
packaging products. The operations of these subsidiaries are
primarily in Europe and South and North America. Through its
subsidiaries, the Company is a leading producer of cellulosic
casings used in preparing and packaging processed meat products and
is a major producer of heat shrinkable plastic bags and specialty
films for packaging and preserving fresh and processed meat
products, poultry and cheeses. The Company is also a leading
international manufacturer of plasticized polyvinyl chloride (PVC)
films, primarily for use in packaging food items.
International Operations
Viskase Holding Corporation's subsidiaries have seven manufacturing
facilities located outside the continental United States, in
Beauvais, France; Thaon, France; Lindsay, Ontario, Canada;
Sedgefield, England (Great Britain); Swansea, Wales (Great
Britain); Guarulhos, Brazil and Nuevo Laredo, Mexico.
International sales and operations may be subject to various risks
including, but not limited to, possible unfavorable exchange rate
fluctuations, political instability, governmental regulations
(including import and export controls), restrictions on currency
repatriation, embargoes, labor relations laws and the possibility
of governmental expropriation. Viskase Holding Corporation's
foreign operations generally are subject to taxes on the
repatriation of funds.
International operations in certain parts of the world may be
subject to international balance of payments difficulties which may
raise the possibility of delay or loss in the collection of
accounts receivable from sales to customers in those countries.
Viskase Holding Corporation believes that its subsidiaries' allow-
ance for doubtful accounts makes adequate provision for the
collectibility of its receivables. Management believes that growth
potential exists for many of Viskase's products outside the United
States and that Viskase is well positioned to participate in these
markets.
Sales and Distribution
Viskase Holding Corporation's subsidiaries' principal markets are
in Europe, Latin America, North America and Asia Pacific.
The United Kingdom operation sells its PVC films directly and
through distributors, primarily to the retail grocery and
foodservice industries in Europe.
In Europe, Viskase Holding Corporation's subsidiaries operate
casings service centers in Milan, Italy, Pulheim, Germany, and
Moscow, Russia. The Company also operates a service center in
Brisbane, Australia. These service centers provide finishing,
inventory and delivery services to customers. The subsidiaries also
use outside distributors to market their products to customers in
Europe, Africa, Asia and Latin America.
Competition
From time to time, Viskase Holding Corporation's subsidiaries
experience reduced market share or reduced profits due to price
competition; however, management believes that such market
conditions will not result in any long-term material loss of
business.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of presentation
Effective in 1990 Envirodyne Industries, Inc. adopted a 52/53 week
fiscal year ending on the last Thursday of December. Viskase
Holding Corporation's 1993 financial statements include
December 31, 1993 in order to present the effect of the
consummation of the Plan of Reorganization.
(B) Principles of consolidation
The consolidated financial statements reflect the accounts of
Viskase Holding Corporation and its subsidiaries. All significant
intercompany transactions and balances between and among Viskase
Holding Corporation and its subsidiaries have been eliminated in
the consolidation.
Reclassifications have been made to the prior years' financial
statements to conform to the 1996 presentation.
(C) Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
(D) Cash equivalents (dollars in thousands)
For purposes of the statement of cash flows, the Company considers
cash equivalents to consist of all highly liquid debt investments
purchased with an initial maturity of approximately three months or
less. Due to the short-term nature of these instruments, the
carrying values approximate the fair market value. Cash equivalents
include $4,074 and $8,074 of short-term investments at December 26,
1996 and December 28, 1995, respectively.
(E) Inventories
Inventories, primarily foreign, are valued at the lower of
first-in, first-out (FIFO) cost or market.
(F) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated
depreciation. Depreciation is computed on the straight-line method
over the estimated useful lives of the assets ranging from 3 to 32
years. Upon retirement or other disposition, cost and related
accumulated depreciation are removed from the accounts, and any
gain or loss is included in results of operations. Effective
December 31, 1993 and in conjunction with the Fresh Start
Reporting, property, plant and equipment was reported at the
estimated fair value.
(G) Deferred financing costs
Deferred financing costs are amortized on a straight-line basis
over the expected term of the related debt agreement. Amortization
of deferred financing costs is classified as interest expense.
(H) Excess reorganization value and excess investment over net
assets acquired, net
Excess reorganization value is amortized on the straight-line
method over 15 years.
The Company continues to evaluate the recoverability of excess
reorganization value based on operating performance and
undiscounted cash flows of the operating business units. Impairment
will be recognized when the expected undiscounted future operating
cash flows derived from such intangible is less than its carrying
value. If impairment is identified, valuation techniques deemed
appropriate under the particular circumstances will be used to
determine the intangible's fair value. The loss will be measured
based on the excess of carrying value over the determined fair
value. The review for impairment is performed at least on a
quarterly basis.
(I) Pensions
The Company's operations in Europe have defined benefit retirement
plans covering substantially all salaried and full time hourly
employees. Pension cost is computed using the projected unit credit
method.
The Company's funding policy is consistent with funding
requirements of the applicable foreign laws and regulations.
(J) Postemployment benefits
Effective December 31, 1993 and in conjunction with the Fresh Start
Reporting, the Company adopted SFAS No. 112 "Employers Accounting
for Postemployment Benefits." The impact of adopting SFAS No. 112
was not material.
(K) Income taxes
Income taxes are accounted for in accordance with SFAS No. 109. Tax
provisions and benefits are recorded at statutory rates for taxable
items included in the consolidated statements of operations
regardless of the period for which such items are reported for tax
purposes. Deferred income taxes are recognized for temporary
differences between financial statement and income tax bases of
assets and liabilities for which income tax benefits will be
realized in future years.
(L) Net income (loss) per share
Net income (loss) per share of common stock is based upon the
weighted average number of shares of common stock outstanding
during the year.
(M) Revenue recognition
Sales to customers are recorded at the time of shipment net of
discounts and allowances.
(N) Foreign currency contracts
The Company maintains a hedging program to partially hedge its
forecasted foreign currency revenue cash flows. The hedging program
principally addresses revenue cash flows within its European
operations. The foreign exchange contracts are denominated
predominantly in the major European currencies and have varying
maturities up to eighteen months. The effect of this practice is to
minimize the effect of foreign exchange rate movements on the
Company's operating results. The Company's hedging activities do
not subject the Company to additional exchange rate risk because
gains and losses on these contracts offset losses and gains on the
transactions being hedged. The cash flows from forward contracts
accounted for as hedges of identifiable transactions or events are
classified consistent with the cash flows from the transactions or
events being hedged.
4. RECEIVABLES (dollars in thousands)
Receivables consisted primarily of trade accounts receivable and
were net of allowances for doubtful accounts of $1,404 and $2,256
at December 26, 1996, and at December 28, 1995, respectively.
5. INVENTORIES (dollars in thousands)
Inventories consisted of:
December 26, December 28,
1996 1995
----------- -----------
Raw materials $ 3,728 $ 5,299
Work in process 11,395 13,342
Finished products 21,386 19,592
------- -------
$36,509 $38,233
======= =======
Inventories were net of reserves for obsolete and slow moving
inventory of $1,283 and $1,331 at December 26, 1996 and
December 28, 1995, respectively.
6. PROPERTY, PLANT AND EQUIPMENT (dollars in thousands)
December 26, December 28,
1996 1995
----------- -----------
Property, plant and equipment:
Land and improvements $ 5,394 $ 5,319
Buildings and improvements 30,349 30,236
Machinery and equipment 117,312 114,212
Construction in progress 4,916 283
Capital Leases:
Machinery and equipment 204 367
-------- --------
$158,175 $150,417
======== ========
Maintenance and repairs charged to costs and expenses for 1996,
1995, and 1994 aggregated $8,374, $10,288 and $10,748,
respectively. Depreciation is computed on the straight-line method
over the estimated useful lives of the assets ranging from 3 to
32 years.
7. ACCRUED LIABILITIES (dollars in thousands)
Accrued liabilities were comprised of:
December 26, December 28,
1996 1995
----------- -----------
Compensation and employee benefits $10,287 $ 9,446
Taxes 6,073 1,585
Accrued volume and sales discounts 5,101 5,320
Inventory received not billed 2,805 1,205
Other 7,411 4,386
------- -------
$31,677 $21,942
======= =======
8. DEBT OBLIGATIONS (dollars in thousands)
As described in Note 1, Chapter ll Reorganization Proceedings,
Envirodyne and certain of its domestic Subsidiaries (including
Viskase Holding Corporation) emerged from Chapter 11 on December
31, 1993.
On June 20, 1995, Envirodyne completed the sale of $160,000
aggregate principal amount of senior secured notes to certain
institutional investors in a private placement. The senior secured
notes were issued pursuant to an indenture dated June 20, 1995
(Indenture) and consist of (i) $151,500 of 12% Senior Secured Notes
due 2000 and (ii) $8,500 of Floating Rate Senior Secured Notes due
2000 (collectively, the Senior Secured Notes). Envirodyne used the
net proceeds of the offering primarily to (i) repay the Company's
$86,125 domestic term loan, (ii) repay the $68,316 of obligations
under the Company's domestic and foreign revolving loans and (iii)
pay transaction fees and expenses. Concurrently with the June 20,
1995 placement, Envirodyne entered into a new $20,000 domestic
revolving credit facility (Revolving Credit Facility) and a new
$28,000 letter of credit facility (Letter of Credit Facility). The
Senior Secured Notes and the obligations under the Revolving Credit
Facility and the Letter of Credit Facility are guaranteed by
Envirodyne's significant domestic subsidiaries and secured by a
collateral pool (Collateral Pool) comprised of: (i) all domestic
accounts receivable (including intercompany receivables) and
inventory; (ii) all patents, trademarks and other intellectual
property (subject to non-exclusive licensing agreements); (iii)
substantially all domestic fixed assets (other than assets subject
to a lease agreement with General Electric Capital Corporation);
and (iv) a senior pledge of 100% of the capital stock of
Envirodyne's significant domestic subsidiaries and 65% of the
capital stock of Viskase S.A. Such guarantees and security are
shared by the holders of the Senior Secured Notes and the holders
of the obligations under the Revolving Credit Facility on a pari
passu basis pursuant to an intercreditor agreement. Pursuant to such
intercreditor agreement, the security interest of the holders of the
obligations under the Letter of Credit Facility has priority over all
other liens on the Collateral Pool.
The Company finances its working capital needs through a
combination of cash generated through operations and borrowings
local unsecured credit facilities and intercompany loans.
The Company recognized an extraordinary loss of $1,030 representing
the write-off of deferred financing fees related to the June 20,
1995 debt refinancing. The extraordinary loss, net of applicable
income taxes of $340, was included in the Company's Statement of
Operations for the quarter ended June 29, 1995.
The Viskase Limited term facility is with a foreign financial
institution. The term facility, which is collateralized by
substantially all of the assets of Viskase Limited, bears a
variable interest rate and is payable in 16 equal semiannual
installments that began in December 1992.
Outstanding short-term and long-term debt consisted of:
December 26, December 28,
1996 1995
----------- -----------
Short-term debt and current
maturity of long-term debt:
Current maturity of Viskase
Limited Term Loan (4.7%) $1,876 $2,033
Other 2,233 4,064
------ ------
Total short-term debt $4,109 $6,097
====== ======
Long-term debt:
Viskase Limited
Term Loan (4.7%) $4,690 $7,115
Other 164 606
------ ------
Total long-term debt $4,854 $7,721
====== ======
The fair value of the Company's debt obligation is estimated based
upon the quoted market prices for the same or similar issues or on
the current rates offered to the Company for the debt of the same
remaining maturities. The fair values of debt obligations
approximated their carrying values.
<PAGE>
Aggregate maturities of remaining long-term debt for each of the
next five fiscal years are:
Total
------
1997 $3,211
1998 1,981
1999 1,875
2000 939
2001 -
9. OPERATING LEASES (dollars in thousands)
The Company has operating lease agreements for machinery, equipment
and facilities. The majority of the facilities leases require the
Company to pay maintenance, insurance and real estate taxes.
Future minimum lease payments for operating leases that have
initial or remaining noncancelable lease terms in excess of one
year as of December 26, 1996, are:
1997 $ 745
1998 247
1999 129
2000 6
2001 3
Total thereafter
------
Total minimum lease payments $1,130
======
Total rent expense during 1996, 1995 and 1994 amounted to $2,905,
$3,750, and $2,350, respectively.
10. RETIREMENT PLANS (dollars in thousands)
The Company maintains various pension and statutory separation pay
plans for its European employees. The expense for these plans in
1996, 1995 and 1994 was $1,972, $1,383, and $1,043, respectively.
As of their most recent valuation dates, in plans where vested
benefits exceeded plan assets, the actuarially computed value of
vested benefits exceeded those plans' assets by approximately
$2,204; conversely, plan assets exceeded the vested benefits in
certain other plans by approximately $2,569.
The Company's postretirement benefits are not material.
11. CONTINGENCIES (dollars in thousands)
In late 1993, Viskase commenced a legal action against American
National Can Company (ANC) in Federal District Court for the
Northern District of Illinois, Eastern Division, 93C7651. Viskase
claimed that ANC was infringing on various Viskase patents relating
to multi-layer barrier plastic films used for fresh red meat,
processed meat and poultry product applications. On November 8,
1996, after a three week trial, a jury found that ANC had willfully
infringed Viskase's patents and awarded Viskase $102.4 million in
compensatory damages. On December 5, 1996, ANC posted a supersedeas
bond in the amount of $108 million and the Court entered an order
staying Viskase's enforcement of the judgment. The Court also
entered an order permanently enjoining ANC from making or selling
infringing products after December 23, 1996.
The judgment is not final and the parties are presently engaged in
the post-judgment motion phase of the case. ANC has filed motions
to reduce the damage award by at least $75 million or
alternatively, grant ANC a new trial. Viskase is seeking a
determination that the case be deemed "exceptional" and that the
award be increased by approximately $46 million which includes
compensatory damages for ANC's infringement during the period of
October 1, 1996 through December 23, 1996 and additional damages
for prejudgment interest, attorneys' fees and related expenses. Due
to ANC's willful infringement of the patents, Viskase has asked the
court to treble the compensatory award. These motions are all
pending before the Court and rulings are expected in the second
quarter 1997. Meanwhile post-judgment interest is accruing on the
$102.4 million award from November 8, 1996 at an annual rate of
5.49%. The Company expects ANC to aggressively contest the award
and to appeal any final judgment. The award and any pending claims
for additional damages have not been recorded in the Company's
financial statements.
The Company and its subsidiaries are involved in various legal
proceedings arising out of its business and other environmental
matters, none of which is expected to have a material adverse
effect upon its results of operations, cash flows or financial
position.
12. INCOME TAXES (dollars in thousands)
The provision (benefit) for income taxes consisted of:
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Current:
Federal $1,909 $1,316 $4,479
Foreign 4,365 950 4,652
State and local 379 243 766
------ ------ ------
6,653 2,509 9,897
------ ------ ------
Deferred:
Federal
Foreign 393 2,098 128
State and local
------- ------- -------
393 2,098 128
------- ------- -------
$ 7,046 $ 4,607 $10,025
======= ======= =======
A reconciliation from the statutory federal tax rate to the
consolidated effective tax rate follows:
December 29, December 30, January 1,
1995 to 1994 to to
December 26, December 28, December 29,
1996 1995 1994
----------- ----------- -----------
Statutory federal tax rate 35.0% 35.0% 35.0%
Increase (decrease)
in tax rate due to:
State and local taxes
net of related federal
tax benefit 1.5 2.3 2.5
Net effect of taxes
relating to
foreign operations 7.9 30.4 11.1
Other (.6) .4 1.6
---- ---- ----
Consolidated effective
tax rate 43.8% 68.1% 50.2%
==== ==== ====
<PAGE>
Temporary differences and carryforwards which give rise to a
significant portion of deferred tax assets and liabilities for 1996
are as follows:
<PAGE>
<TABLE>
<CAPTION>
Temporary Difference Tax Effected
-------------------------- ---------------------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Depreciation basis differences $70,911 $25,206
Pension and healthcare 1,684 605
Other accruals, reserves, and other $6,457 3,813 $2,363 1,451
------ ------- ------ -------
$6,457 $76,408 $2,363 $27,262
====== ======= ====== =======
</TABLE>
<PAGE>
At December 26, 1996, the Company had $16,393 of undistributed
earnings of foreign subsidiaries considered permanently invested
for which deferred taxes have not been provided.
Domestic earnings or (losses) after extraordinary gain or loss and
before income taxes were approximately $6,156, $3,937 and $12,634
in 1996, 1995 and 1994, respectively. Foreign earnings or (losses)
before income taxes were approximately $9,942, $2,832 and $7,329 in
1996, 1995 and 1994, respectively.
13. RESEARCH AND DEVELOPMENT COSTS (dollars in thousands)
Research and development costs are expensed as incurred and totaled
$1,282, $1,106, and $1,562, for 1996, 1995, and 1994, respectively.
<PAGE>
<PAGE>
14. RELATED PARTY TRANSACTIONS (dollars in thousands)
Intercompany loans and advances:
- - -------------------------------
<TABLE>
<CAPTION>
December 26, December 28,
1996 1995
----------- -----------
<S> <C> <C>
Viskase S.A. 12% promissory note due to Envirodyne $ 7,000 $25,142
Viskase Limited 12% promissory note due to Envirodyne 13,681
Viskase S.A. promissory note due to Envirodyne 17,440
Accrued interest on Viskase S.A. promissory note 83
Viskase United Kingdom Limited promissory note
due to Envirodyne, including accrued interest 419
Advances:
Viskase Corporation to Viskase Holding Corporation 38,010 38,010
------- -------
$58,691 $81,094
======= =======
</TABLE>
<PAGE>
The 12% promissory notes due to Envirodyne are payable on demand.
Interest is payable semiannually on June 30 and December 31.
The Viskase S.A. promissory note due to Envirodyne was payable on
demand and bore interest at a rate of 10.00%. The note was repaid
in fiscal 1996.
The $2.5 million Viskase United Kingdom Limited promissory note due
to Envirodyne was payable on demand and bore interest at a rate of
8.00%. The balance of the note was repaid in fiscal 1996.
The Viskase Corporation advance to Viskase Holding Corporation is
payable on demand.
License Agreements
- - ------------------
Viskase Holding Corporation has been granted the right to license
Viskase Corporation's patents and technology pursuant to a license
agreement between Viskase Corporation and Viskase Holding
Corporation.
Intercompany transactions:
- - -------------------------
In 1996, 1995 and 1994, the Company was charged $999, $1,022 and
$756, respectively, by Viskase Corporation for management services.
In 1996, 1995 and 1994, the Company was charged $520, $687 and
$100, respectively, by Envirodyne for management services.
During 1996, 1995 and 1994, the Company purchased semi-finished and
finished inventory from Viskase Sales Corporation in the amount of
$32,489, $26,953 and $23,114, respectively. In addition, during
1996, 1995 and 1994, the Company had sales of inventory to Viskase
Sales Corporation in the amount of $7,842, $7,329 and $5,632,
respectively.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying value and estimated fair
value as of December 26, 1996 of the Company's financial
instruments. (Refer to Notes 3 and 8.)
Carrying Estimated
Value Fair Value
-------- -----------
Assets:
Cash and equivalents $16,171 $16,171
Foreign currency contracts 12,995 12,337
Liabilities:
Long-term debt 7,742 7,742
16. PATENT LITIGATION SETTLEMENT (dollars in thousands)
In 1989 certain competitors of Viskase filed a declaratory action
challenging the validity and enforceability of a Viskase patent
relating to casings used in the manufacture of food products. In
May 1994, the trial court upheld the validity and enforceability of
the Viskase patent and found infringement of the patent. Before the
trial on damages was conducted, Viskase entered into agreements to
settle the claims and grant licenses to the competitors. Under the
terms of these agreements Viskase received $9,457 for past
infringement and advance royalties and established royalty rates
for future patent use.
17. SUBSEQUENT EVENTS (dollars in thousands)
In March 1997 the Company announced that it was exploring the
potential sale of Viskase Corporation's PVC film business.
Viskase's plants in Aurora, Ohio, and Sedgefield, England, would be
affected by a sale. Net sales of PVC films in 1996 totaled
approximately $54 million.
In March 1997, Viskase Corporation received a subpoena from the
Antitrust Division of the United States Department of Justice
relating to a grand jury investigation of the sausage casings
industry. Viskase Corporation has cooperated fully with the
investigation.
<PAGE>
ENVIRODYNE INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
<TABLE>
<CAPTION>
Balance at Provision Balance
Beginning Charged to at End
Description of Period Expense Write-offs Recoveries Other(1) of Period
-------------------- ---------- ----------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1996 for the year ended
December 26
Allowance for
doubtful accounts $3,224 $ 659 $(2,293) $ 469 $ (8) $2,051
1995 for the year ended
December 28
Allowance for
doubtful accounts 2,136 1,403 (472) 6 151 3,224
1994 for the year ended
December 29
Allowance for
doubtful accounts 2,872 939 (1,824) 21 128 2,136
1996 for the year ended
December 26
Reserve for obsolete and
slow moving inventory 3,818 1,805 (1,210) (16) 4,397
1995 for the year ended
December 28
Reserve for obsolete and
slow moving inventory 5,353 1,264 (2,868) 69 3,818
1994 for the year ended
December 29
Reserve for obsolete and
slow moving inventory 5,425 2,936 (3,123) 115 5,353
<FN>
(1) Foreign currency translation.
</TABLE>
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of the 27th day of March, 1996
by and between Envirodyne Industries, Inc., a Delaware corporation with
its principal office at 701 Harger Road, Oak Brook, Illinois 60521 (the
"Company") and F. Edward Gustafson, an individual ("Executive")
(hereinafter together referred to as "the parties").
WHEREAS, Executive has served as Executive Vice President and
Chief Operating Officer of the Company; and
WHEREAS, the Company and Executive desire that Executive serve
as Chairman of the Board, President and Chief Executive Office of the
Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants of the parties contained herein, the parties agree as follows:
1. Employment Term. The Company shall employ Executive
---------------
and Executive agrees to be employed by the Company; pursuant to the
terms and conditions hereof; for the period (the "Employment Term")
commencing on the date hereof and ending on March 26, 1999; provided,
--------
however, that on March 26, 1997 and on each subsequent anniversary
- - -------
thereof, the Employment Term shall automatically be extended for a
period of one year unless either party shall have given written notice
to the other party not less than thirty days prior to March 27, 1997 or
any subsequent anniversary thereof that the Employment Term shall not be
so extended.
2. Duties. During the Employment Term, Executive shall
------
serve as Chairman of the Board, President and Chief Executive Officer of
the Company, and the Company shall use its best efforts to cause
Executive to be elected as a director of the Company during the
Employment Term. Executive shall perform such services and duties
prescribed for such positions by the Company's By-laws and as are
otherwise incident to such positions and such other services and duties
not inconsistent with such positions as may be determined from time to
time by the Board of Directors of the Company (the "Board"). Subject to
the terms and conditions of this Agreement, Executive shall devote his
full business time, attention and skills, to the best of his abilities,
to the performance of such services and duties, and use his best efforts
to promote the interests of the Company and its subsidiaries. Nothing
in this Agreement shall preclude Executive from engaging in charitable
and community affairs, from managing his personal investments or, except
as otherwise provided in Sections 9(b) and (c), from serving as a member
of the board of directors or a trustee of other companies, associations
or entities, provided, however, that such activities do not interfere in
-------- -------
any material respect with Executive's performance of his obligations to
the Company hereunder. Executive's principal place of employment shall
be located in the greater Chicago metropolitan area, and the Company
shall not require Executive to relocate from such area without
Executive's prior written consent.
3. Compensation. In consideration of the performance by
------------
Executive of his obligations hereunder, the Company shall pay Executive
the amounts hereinafter set forth.
(a) During the Employment Term, the Company shall pay
Executive (i) a salary (the "Base Salary") at an annual rate of not less
than $450,000, plus (ii) $30,000 per year in lieu of a Company-provided
automobile, both payable in substantially equal installments in
accordance with the normal payroll practices of the Company then in
effect for other offices of the Company. As of each anniversary of the
date of this Agreement, Executive's Base Salary shall be increased by
such amount as shall be determined by the Compensation Committee of the
Board in a manner consistent with its most recent determination of
increases in base salary of other senior officers of the Company.
(b) If for the fiscal year of the Company ending
during 1996, the Company's Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA") (as determined by the Company's independent
accounts based on the Company's audited financial statements for such
fiscal year) exceeds $100,000,000, the Company shall pay Executive,
within 2-1/2 months after the end of such fiscal year, an annual bonus
equal to the percentage of Executive's Base Salary set forth on Schedule
A attached hereto, based on the amount by which EBITDA exceeds
$100,000,000. The annual bonus payable to Executive for subsequent
fiscal years of the Company ending during the Employment Term shall be
based upon such financial or other performance criteria related to the
Company and its businesses are attained, which criteria shall be
established by the Compensation Committee of the Board, in its sole
discretion, upon consultation with the Executive;
(c) (1) Upon execution of this Agreement, the
Company shall grant to Executive two options, each of which shall cover
an aggregate of 35,000 shares of the Company's common stock, subject to
the terms and conditions set forth in paragraph (c)(3) below.
(2) In addition, upon execution of this Agreement the
Company shall grant to Executive an additional option (the "Additional
Option") covering 75,000 shares of the Company's Common Stock, subject
to the terms and conditions set forth in this paragraph (c)(2) and in
paragraph (c)(3) below: If for the Company's fiscal year ending in
-----
1996, the Company's EBITDA (as determined above) shall exceed
$103,600,000, then on March 27, 1997 (if the Employment Term has not yet
ended), subject to the terms and conditions set forth in paragraph
(c)(3) below, the Additional Option shall become vested and exercisable
with respect to shares of the Company's common stock in the number of
shares determined based upon the amount of the Company's EBITDA, as
follows:
(a) if the Company's EBITDA exceeds $103,600,000, but
not $108,000,000, 25,000 shares of Company common stock;
(b) if the Company's EBITDA exceeds $108,000,000 but
not $112,000,000, 50,000 shares of Company common stock;
or
(c) if the Company's EBITDA exceeds $112,000,000,
75,000 shares of Company commons stock.
If the Company's EBITDA shall not exceed $103,600,000 for such fiscal
year, the Additional Option shall not become vested and exercisable.
(3) All options to be granted pursuant to this
Agreement shall have a per share exercise price equal to the fair market
value of a share of the Company's common stock on the date of grant and
shall be subject to the general terms and conditions established by the
Company's Compensation Committee and as set forth in the form of stock
option agreement in use under the Company's 1993 Stock Option Plan (as
amended and restated through March 27, 1996) (the "Stock Option Plan"),
provided any portion of the Additional Option granted pursuant to
- - --------
paragraph (c)(2) above that becomes vested on account of the Company's
performance pursuant to paragraph (c)(2)(a), (b) or (c) above and one of
-----
the options granted pursuant to subparagraph (c)(1) above shall become
exercisable with respect to one-third of the shares covered thereby on
each of March 27, 1998, March 27, 1999 and March 27, 2000, if the
Employment Term has not yet ended on such dates.
(d) Upon execution of this Agreement, the Company
shall grant to Executive 35,000 restricted shares of the Company's
common stock but subject to any notification requirement imposed by the
National Association of Securities Dealers. Such shares shall be
non-transferrable and subject to the restriction that they shall be
forfeited to the Company if Executive's employment by the Company is
terminated by the Company for cause as defined herein or voluntarily by
Executive, other than on account of Good Reason or Executive's death or
Disability, prior to March 27, 1999.
4. Benefits. During the Employment Term, Executive shall
--------
be entitled to participate in any employee benefit plans (including, but
not limited to, any life insurance, disability, medical, dental,
hospitalization, savings, retirement and other benefit plans of the
Company) then in effect for executive officers of the Company and to
receive any other fringe benefits that the Company then provides to
executive officers of the Company to the extent Executive meets the
eligibility requirements for any such plan or benefit; provided,
--------
however, that Executive shall be provided life insurance protection
- - -------
provided to Executive in an amount not be less than $500,000.
5. Reimbursements for Expenses. Executive is authorized
---------------------------
to incur reasonable expenses in the performance of his duties hereunder,
including without limitation, country club dues (up to $8,500 per year),
expenses for travel and similar items related to such duties. The
Company also shall pay or reimburse Executive up to $5,000 per year for
financial consulting services. The Company shall reimburse Executive or
pay for all such expenses upon presentation by Executive from time to
time of an itemized account of such expenditures. The Company also
shall establish a nonqualified, unfunded program whereby Executive can
defer compensation under the terms of the Company's "401(k) plan" in
excess of the limits imposed on such deferrals by the Internal Revenue
Code. The Company shall pay or reimburse Executive for the reasonable
attorneys' fees and related expenses incurred by Executive in connection
with the negotiation of this Agreement.
6. Vacations. During the Employment Term, Executive shall
---------
be entitled to paid vacations of no less than six weeks per year.
7. Termination. Executive's employment hereunder may be
-----------
terminated under the following circumstances:
(a) Death. Executive's employment hereunder shall
-----
terminate automatically upon Executive's death.
(b) Disability. The Company or Executive may
----------
terminate Executive's employment after having established Executive's
Disability. For purposes of this Agreement, "Disability" shall be
established if Executive shall be unable to perform fully his duties
hereunder because of illness, physical or mental disability or other
incapacity, as confirmed by medical evidence satisfactory to the
Compensation Committee, that is expected to prevent him from returning
to the full performance of his duties hereunder for six months or
longer.
(c) Cause. The Company may terminate Executive's
-----
employment for "Cause." Cause shall mean a finding adopted in good
faith by the Board that Executive (i) willfully failed to substantially
perform his services or duties for the Company (other than a failure
resulting from Executive's Disability) and such failure continues for 30
days after the Board has given written notice to Executive providing a
reasonable description of the basis for the determination that Executive
has failed to perform his services or duties, (ii) has been convicted of
(or plead nolo contendere to) a felony or to a misdemeanor involving
---- ----------
moral turpitude or the use of a controlled substance, (iii) has breached
this Agreement in any material respect if such breach is not cured or
remedied within 30 days after the Board has given written notice to
Executive providing a reasonable description of the breach, or (iv)
engaged in embezzlement or misappropriation of the assets of the Company
or any of its subsidiaries or (v) engaged in conduct constituting
willful malfeasance in connection with his employment which is
materially injurious to the Company and its subsidiaries taken as a
whole. Notwithstanding anything contained in this Agreement to the
contrary, no failure to perform by Executive after Notice of Termination
(as hereinafter defined) is given by Executive shall constitute Cause
for purposes of this Agreement. No act, or failure to act, on
Executive's part, shall be considered "willful" for purposes of (i) or
(v) above unless he has acted to failed to act with an absence of good
faith and without a reasonable belief that his action or failure to act
was in the best interests of the Company. Any action of the Board to
terminate Executive for cause under clause (i), (iii), (iv) or (v) of
the preceding sentence shall not be made until after Executive and his
legal advisors have been provided an opportunity to meet with the Board,
contest the basis for such termination and to demonstrate that
Executive's continued employment is in the best interests of the
Company.
(d) (1) Good Reason. Executive may terminate his
-----------
employment for "Good Reason." As used in this Section 7(d), the term
"Company" shall also refer to its successor entity or any entity which
has acquired control of the Company as a result of a Change in Control.
For purposes of this Agreement, Good Reason shall mean the occurrence of
any of the events or conditions described in Subsections (i) through
(vi) hereof:
(i) Executive no longer serving as Chairman of the
Board, President and Chief Executive Officer of the
Company, or the assignment to Executive of any duties
or responsibilities which are inconsistent with the
status, title, position or responsibilities of
Chairman of the Board, President and Chief Executive
Officer of the Company (which assignment is not
rescinded after the Company receives written notice
from Executive providing a reasonable description of
such inconsistency); provided, however, that a
cessation of the Company's status as a reporting
Company under Section 12(g) of the Securities Exchange
Act of 1934 shall not by itself result in a violation
of this clause;
(ii) the Company's requiring Executive to be based
at any place outside a 30-mile radius from the
principal location from which Executive served as an
employee of the Company immediately prior to the
Change in Control, except for reasonably required
travel on the Company's business which is not
materially greater than such travel requirements prior
to the Change in Control;
(iii) the failure by the Company to provide
Executive with compensation and benefits substantially
comparable, in the aggregate, to those provided for
under the employee benefit plans, programs and
practices in effect immediately prior to the Change in
Control;
(iv) any material breach by the Company of any
provision of this Agreement which has not been cured
or corrected by the Company within two weeks after
Executive has given the Company written notice of such
breach; or
(v) the failure of the Company to obtain an
agreement, satisfactory to Executive, from any
successor or assign of the Company to assume and agree
to perform this Agreement, as contemplated in Section
12 hereof.
(2) Executive's right to terminate his
employment pursuant to this Section 7(d) shall not be affected by his
Disability if as of the occurrence of an event constituting Good Reason,
his Employment has not terminated pursuant to paragraph 7(b) hereof.
(e) For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:
(1) any Person (an "Acquiring Person") becomes
the "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act, a "Beneficial Owner"), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities,
other than beneficial ownership by the Company, any employee benefit
plan of the Company or any person or entity organized, appointed or
established pursuant to the terms of any such benefit plan;
(2) the Company's stockholders approve an
agreement to merge or consolidate the Company with another corporation,
or an agreement providing for the sale of substantially all of the
assets of the Company to one or more corporations, in any case other
than with or to a corporation 50% or more of which is controlled by or
is under common control with, the Company; or
(3) during any two-year period, individuals who
at the date on which the period commences constitute a majority of the
Board cease to constitute a majority thereof for any reason; provided,
however, that a director who was not a director at the beginning of such
period shall be deemed to have satisfied the two-year requirement if
such director was elected by, or on the recommendation of, at least a
majority of the directors who were directors at the beginning of such
period (either actually or by prior operation of this provision), other
than any director who is so approved in connection with any actual or
threatened contest for election to positions on the Board.
(f) Notice of Termination. Any purported termination
of Executive's employment hereunder by the Company for Cause or by
Executive for Good Reason or by reason of Executive's Disability shall
be communicated by a written Notice of Termination to the other. For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which indicates the specific termination provision in this
Agreement relied upon as a basis for termination. For purposes of this
Agreement, no such purported termination of employment shall be
effective without such Notice of Termination.
(g) Termination Date. "Termination Date" shall mean
in the case of Executive's death, his date of death, or in all other
cases, the date specified in the Notice of Termination; provided,
however, that if Executive terminates his employment for Good Reason,
the date specified in the Notice of Termination shall not be more than
30 days from the date the Notice of Termination is given to the Company
and if the Company terminates Executive's employment other than for
Cause, the date specified in the Notice of Termination shall be no less
than 30 days from the date the Notice of Termination is given to
Executive.
8. Compensation Upon Termination. Upon termination of
-----------------------------
Executive's employment during the Employment Term, Executive shall be
entitled to the following benefits:
(a) If Executive's employment is terminated by the
Company for Cause or by Executive (other than for Good Reason or
Executive's Disability), the Company shall pay to Executive all amounts
earned or accrued hereunder through the Termination Date but not paid as
of the Termination Date, including (i) Base Salary, (ii) reimbursement
(in accordance with the terms of this Agreement) for any and all monies
advanced or expenses incurred in connection with Executive's employment
for reasonable and necessary expenses incurred by Executive on behalf of
the Company for the period ending on the Termination Date, (iii) accrued
but unpaid vacation pay, (iv) any earned or awarded and vested, but
unpaid bonus for any fiscal year of the Company ending prior to the year
in which such termination occurs and (v) any previous compensation which
Executive has previously deferred (including any interest earned or
credited thereon) (collectively, "Accrued Compensation"). Executive's
entitlement to any other benefits shall be determined in accordance with
the Company's employee benefit plans and other applicable programs and
practices then in effect, including but not limited to the plan
described in Section 3(d) hereof, and all unexercisable stock options
and unvested restricted stock shall be forfeited.
(b) Subject to the last sentence of Section 8(c), if
Executive's employment is terminated by the Company for any reason other
than for Cause, death or Disability, or by Executive for Good Reason the
Company shall pay to Executive all Accrued Compensation plus (ii) 200%
of Executive's Base Salary and the amount of the bonus which would have
been payable to Executive pursuant to Section 3(b) hereof in respect of
the year of the Employment Term in which the Termination Date occurs and
calculated as if Executive were employed by the Company as of the end of
such year (but, to the extent the bonus is contingent on the achievement
of performance targets, based on whether such targets were actually
achieved as of the Termination Date) multiplied by a fraction, the
numerator of which shall be the number of days in such year which have
elapsed prior to the Termination Date and the denominator of which shall
be the number of days in such year. In addition, Executive shall be
entitled to coverage for 24 calendar months following the month on which
the Termination Date occurs under the life insurance, medical, dental
and hospitalization benefits which Executive would have been entitled to
receive if he had continued his employment with the Company for such
period, on the terms and conditions applicable to other executive
officers of the Company as in effect from time to time during such
period. Executive's entitlement to any other benefits shall be
determined in accordance with the Company's employee benefit plans and
other programs and practices then in effect, including but not limited
to the plan described in Section 3(d) hereof. All outstanding stock
options and restricted stock granted or issued pursuant to this
Agreement shall become exercisable, vested and nonforfeitable.
(c) If Executive's employment by the Company is
terminated by the Company following a Change in Control other than for
Cause, death or Disability, or by Executive for Good Reason, then
Executive shall be entitled to the amounts described in paragraph (b)
above and except that in applying clause (ii) thereof, it shall be
assumed that the bonus to which the Executive shall be entitled shall be
equal to 50% of Base Salary irrespective of the Company's performance or
the date on which the termination occurs.
(d) If Executive's employment by the Company is
terminated by reason of Executive's death, Executive's estate or
designated beneficiaries shall receive:
(i) all of Executive's Accrued Compensation; and
(ii) and any death benefits provided under the
employee benefits plans specified in Section 4 hereof;
and
(e) If Executive's employment by the Company is
terminated by the Company or Executive by reason of Executive's
Disability, Executive shall be entitled to receive or continue to
receive:
(i) his Base Salary for the first six months of
such Disability (including any period of such
Disability prior to termination of Executive's
employment), and
(ii) $7,500 per month thereafter until the first
to occur of his 65th birthday and his death. Any
amounts payable pursuant to clause (ii) of the
preceding sentence shall be offset by any amounts
payable to Executive pursuant to any plan or program
described in paragraph 4 hereof.
(f) The amounts (other than any life insurance and
medical, dental and hospitalization coverage) provided for in this
Section 8 shall be paid within five (5) business days after Executive's
Termination Date. The continuation of any life insurance, medical,
dental or hospitalization benefits pursuant to Section 8(b) or 8(c)
shall be in satisfaction of the Company's obligations under Section
4980B of the Internal Revenue Code of 1986, or any similar state law
requiring continuation of such insurance or benefits, with respect to
the period of time during which such insurance or benefits are continued
hereunder.
(g) The Company shall use its best efforts to ensure
that shares of the Company's common stock obtained by Executive from the
Company by reason of the exercise of stock options shall be covered by
an effective registration statement on Form S-8 (or similar or successor
form) with the intention that Executive may sell such shares in
compliance with the Securities Act of 1933 (whether or not he is
employed by the Company at the time of the sale).
9. Nondisclosure of Confidential Information;
------------------------------------------
Non-Competition. (a) Executive shall not, without the prior written
- - ---------------
consent of the Company, divulge, disclose or make accessible to any
other person, firm, partnership, corporation or other entity any
Confidential Information pertaining to the business of the Company,
except (i) while employed by the Company, in the business of and for the
benefit of the Company, or (ii) when required to do so by a court of
competent jurisdiction, by any governmental agency having supervisory
authority over the business of the Company, or by any administrative
body or legislative body (including a committee thereof) with purported
or apparent jurisdiction to order Executive to divulge, disclose or make
accessible such information. When Executive shall cease to be employed
by the Company, the Executive shall surrender to the Company all
Confidential Information obtained by him or entrusted to him during the
course of his employment hereunder (together with all copies thereof)
which pertain specifically to any of the businesses covered by the
covenants in this paragraph or which were paid for by the Company or any
of its subsidiary; provided, however, that the Executive may retain
-------- -------
copies of such documents as necessary for the Executive's personal
records for federal income tax purposes. For purposes of this Section
9(a), "Confidential Information" shall mean non-public information
concerning the financial data of the Company or any subsidiary,
strategic business plans, product development, bidding information (or
other proprietary product data), customer lists, marketing plans and
other proprietary and confidential information of the Company or any of
its subsidiaries, in each case which is not otherwise available to the
public.
(b) During the Employment Term and for a period of
two years thereafter, except with the prior written consent of the
Board, the Executive:
(1) shall not engage in any activities whether
as employer, proprietor, partner, stockholder (other than the holder of
less than 5% of the stock of a corporation the securities of which are
traded on a national securities exchange or in the over-the-counter
market), director, officer, employee or otherwise, in competition with
(1) the businesses conducted at the date hereof by the Company or any of
its subsidiaries or affiliates over which he shall have exercised,
directly or indirectly, any supervisory, management, fiscal or operating
control during the Employment Term (the "Managed Companies"), or (2) any
business in which the Managed Companies are substantially engaged at any
time during the Employment Period;
(2) shall not solicit, in competition with the
Company, any person who is a customer of the businesses conducted by the
Managed Companies at the date hereof or of any business in which the
Managed Companies are substantially engaged at any time during the
Employment Period; and
(3) shall not induce or attempt to persuade any
employee of the Managed Companies to terminate his employment
relationship in order to enter into competitive employment.
(c) For purposes of Section 9(b) hereof, a business
shall be deemed to be in competition with the Company if it is
significantly involved in the sale of any product or the rendering of
any service significantly sold or rendered by the Company or its
subsidiaries. Nothing in this Section 9 shall be construed so as to
preclude Executive from investing in any publicly held company, provided
Executive's beneficial ownership of any class of such company's
securities does not exceed 5% of the outstanding securities of such
class.
(d) The following provisions shall apply to the
covenants of the Executive contained in Sections 9.01 and 9.02
(1) the covenants contained in paragraphs (A)
and (B) of Section 9.01 shall apply within all territories in which any
of the Managed Companies are actively engaged in the conduct of business
during the Employment Term, including, without limitation, the
territories in which customers are then being solicited;
(2) without limiting the right of the Company to
pursue all other legal and equitable remedies available for violation by
the Executive of the covenants contained in Sections 9(a) and 9(b), it
is expressly agreed by the Executive and the Company that such other
remedies cannot fully compensate the Company for any such violation and
that the Company shall be entitled to injunctive relief to prevent any
such violation or any continuing violation thereof;
(3) each party intends and agrees that if in any
action before any court or agency legally empowered to enforce the
covenants contained in Sections 9(a) and 9(b) any term, restriction,
covenant or promise contained therein is found to be unreasonable and
accordingly unenforceable, then such term, restriction, covenant or
promise shall be deemed modified to the extent necessary to make it
enforceable by such court or agency; and
(4) the covenants contained in Sections 9(a) and
9(b) shall survive the conclusion of Executive's Employment by the
Company.
10. Conditional Adjustments in Compensation. (a) Anything
---------------------------------------
in this Agreement to the contrary notwithstanding, in the event it shall
be determined that any payment or distribution by the Company or its
affiliated companies to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise ("Total Compensation")), would be subject to the
excise tax imposed by Section 4999 of the Code (the "Excise Tax") and if
it is determined that the amount of Total Compensation remaining after
payment of the Excise Tax is less than the maximum amount of Total
Compensation that could be paid without becoming subject to such Excise
Tax, the Total Compensation shall be reduced to such maximum amount.
(b) All determinations required to be made under this Section
10, and the assumptions to be utilized in arriving at such
determination, shall be made by the Company's public accounting firm
(the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and Executive within 15 business days
of a request therefor by either Executive or the Company. In the event
that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting a Change in Control, Executive
shall appoint another nationally recognized public accounting firm to
make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company.
If the Accounting Firm determines that no Excise Tax is payable by
Executive, it shall furnish Executive with a written opinion that
failure to report the Excise tax on Executive's applicable federal
income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be
binding upon the Company and Executive.
11. Withholding. Anything to the contrary herein
-----------
notwithstanding, all payments required to be made by the Company
hereunder to Executive, or his estate or beneficiaries, shall be subject
to the withholding of such amounts as the Company may reasonably
determine it should withhold pursuant to any applicable tax law or
regulation.
12. Beneficiaries; References. Executive shall be
-------------------------
entitled but shall not be required to select (and change, to the extent
permitted under any applicable law) a beneficiary of beneficiaries to
receive any compensation or benefit payable hereunder following
Executive's death, and may change such election, in either case by
giving the Company written notice thereof. In the event of Executive's
death or a judicial determination of his incompetence, reference in this
Agreement to Executive shall be deemed, where appropriate, to refer to
his beneficiary, estate or other legal representative.
13. Successors and Assigns.
----------------------
(a) This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Company shall require any successor or assign to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such
succession or assignment had taken place. The term "the Company" as
used herein shall include such successors and assigns. The term
"successors and assigns" as used herein shall mean a corporation or
other entity acquiring all or substantially all of the assets and
business of the Company (including this Agreement) whether by operation
of law or otherwise.
(b) Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by Executive's legal personal representative.
14. Notice. For the purposes of this Agreement, notices
------
and all other communications provided for in this Agreement (including
the Notice of Termination) shall be in writing and shall be deemed to
have been duly given when personally delivered or sent by certified mail
return receipt requested, postage prepaid, addressed to the respective
address last given by each party to the other, provided that all notices
to the Company shall be directed to the attention of the Board with a
copy to the Secretary of the Company. All notices and communications
shall be deemed to have been received on the date of delivery thereof or
on the third business day after the mailing thereof, except that notice
of change of address shall be effective only upon receipt.
15. Non-Exclusivity of Rights. Nothing in this Agreement
-------------------------
shall limit or reduce such rights as Executive may have under any other
agreements with the Company or any of its subsidiaries concerning any
subject matter other than that which is addressed herein; provided,
however, that the payments and benefits provided under Section 8 shall
be in lieu of any other termination benefits (including severance,
notice and pay and salary continuation) to which Executive may otherwise
be entitled, and executive hereby waives any and all rights to such
other termination benefits; provided further, however, that nothing
contained in this Agreement shall be construed to affect or diminish
Executive's direct or indirect rights under the Amended and Restated
Management Services Agreement dated December 31, 1993 between the
Company and D.P. Kelly & Associates, L.P. Amounts which are vested
benefits or which Executive is otherwise entitled to receive under any
plan or program of the Company or any of its subsidiaries shall be
payable in accordance with such plan or program, except as explicitly
modified by this Agreement.
16. Miscellaneous. No provision of this Agreement may be
-------------
modified, waived or discharged unless such waiver, modification, or
discharge is agreed to in writing and signed by Executive and the
Company. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.
17. Governing Law. This Agreement shall be governed by,
-------------
and construed and enforced in accordance with, the laws of the State of
Illinois, without giving effect to the conflict of law principles
thereof.
18. Severability. The provisions of this Agreement shall
------------
be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the other
provisions hereof.
19. Entire Agreement. This Agreement constitutes the
----------------
entire agreement between the parties hereto and supersedes all prior
agreements, if any, understandings and arrangements, oral or written,
between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and Executive has executed
this Agreement as of the day and year first above written.
ENVIRODYNE INDUSTRIES, INC.
By:________________________________
Title:
___________________________________
F. Edward Gustafson
ENVIRODYNE INDUSTRIES, INC.
CORPORATE OFFICE
SEVERANCE PAY POLICY
Envirodyne Industries, Inc. (the "Company") hereby adopts the
Envirodyne Industries, Inc. Severance Pay Policy (this "Policy") for
its eligible employees at its Corporate Office effective as of May 15,
1996 and thereafter until otherwise amended or terminated by the
Company; provided, however, that in the event a Change of Control (as
-------- -------
hereinafter defined) or the elimination or consolidation of all or
part of this office occurs during the term of this Policy, the term of
this Policy shall be deemed to be extended to and including the
anniversary date twenty-four (24) months following the effective date
of such Change of Control or office consolidation or elimination.
With respect to "Employees" as defined in Section A, this Policy shall
replace and supersede any and all other policies, plans or programs of
the Company regarding severance benefits.
A. Covered Employees
-----------------
All permanent, full-time salaried executive and
administrative personnel employed by the Company at its
Corporate Office (Employees) are covered by this Policy.
B. Eligibility
-----------
An Employee shall be eligible for the severance pay set
forth in this Policy in the event of any actions/decisions deemed
to eliminate or consolidate all or part of this office including,
but not limited to, a Change of Control or office consolidation
or elimination and:
(1) any involuntary separation of employment from the Company
for any reason other than death, disability or willful
misconduct on the part of the Employee;
(2) any voluntary separation of employment from the Company
following a reduction in the Employee's base compensation
and/or incentive bonus opportunity from that in effect on
the day immediately before the effective date of the Change
of Control or office consolidation or elimination; or
(3) any voluntary separation of employment from the Company
following a reduction in the Employee's principal
responsibilities from those in effect on the day immediately
before the effective date of the Change of Control or office
consolidation or elimination.
C. Amount of Severance Pay
-----------------------
An Employee eligible for severance pay under Section B shall
receive the following:
(1) Cash Payment
(a) Employees in Level I-P and Level I of the Approved
--------------------------------------------------
Company Management Incentive Plan
---------------------------------
An amount equivalent to eighteen (18) months' salary
(at the highest annual rate in effect during the three-
year period prior to termination), plus a target bonus
under the Management Incentive Plan (MIP) in effect at
the time of termination.
<PAGE>
(b) Other Approved Company Management Plan Participants
---------------------------------------------------
An amount equivalent to nine (9) months' salary (at the
highest annual rate in effect during the three-year
period prior to termination), plus a target bonus under
the Management Incentive Plan (MIP) in effect at the
time of termination.
(c) All Other Employees
-------------------
An amount equivalent to four (4) months salary (at the
highest annual rate in effect during the three year
period prior to termination), plus " notice pay"
equivalent to one (1) month's pay.
(d) Form of Payment
---------------
Employees shall elect to receive their cash severance
payment in a single lump sum or in semi-monthly
installment payments, consistent with paragraphs (a),
(b) and (c) above and the Company's established payroll
procedures for the duration of the severance period.
All cash severance payments will be net of all
applicable federal and state withholding taxes. An
Employee receiving installment payments may at any time
elect to suspend such future payments and receive any
remaining installments in a lump sum.
(2) Group Insurance
---------------
Medical, life and dental insurance benefits, if any, in
effect at the time of termination shall be extended to the
earlier of when the Employee is covered by another
employer's plan or:
(a) for any Employee electing cash severance payment in a
single lump sum, six (6) months after termination.
(b) for any Employee electing cash severance payment in
installment payments, the end of the month in which the
severance installment payments expire.
(c) All other insurance coverage (LTD; AD/D; travel/
accident) will cease effectiveness as of the conclusion
of the severed employee's last day of active
employment.
(3) Envirodyne Retirement Savings Plan
----------------------------------
Participation in the Envirodyne Retirement Income Plan
will cease as of the employee's last day of active
employment. Company contributions to the Plan on behalf
of such employee will also cease of the employee's last
day of active employment. The act of severance as
defined in this Policy will, however, cause an
acceleration of the vesting provision of the Plan such
that the terminated employee will be one hundred percent
(100%) vested in the company's contributions on his/her
behalf as of the last day of the employee's active
employment with the Company.
<PAGE>
(4) Vacation
--------
Employees shall receive cash payment for earned but not
taken vacation in addition to severance pay. Payments for
earned but not taken vacation shall be made at the time of
termination.
(5) Outplacement
------------
At the discretion of the Company, outplacement services may
be provided for Employees in the manner determined by the
Company. No payment shall be made to an Employee in lieu
of outplacement services.
D. Severance Policy Integration
----------------------------
Notwithstanding any provision of this Policy to the
contrary, the severance pay under this Policy shall be
reduced by the severance benefits then payable to an
Employee under any other agreement, understanding, plan,
policy, program or arrangement of the Company or a
subsidiary of the Company.
E. Other Company Payments
----------------------
In addition to any severance benefits payable to an
Employee under this Policy, such Employee shall be entitled
to receive all benefits payable under any other plan or
agreement of the Company unrelated to severance benefits.
F. Change of Control Definition
----------------------------
A "Change of Control" for purposes of this Policy shall
-----------------
mean the occurrence of either of the following events: (i)
any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")) is or becomes a "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of
all shares that any such person has the right to acquire
whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than
50% of the Common Stock of the Company or (ii) during any
period of two consecutive 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 such Board or whose nomination
for election by the shareholders 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 at
the beginning of such period or whose election or
nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of
Directors of the Company then in office.
G. General Release
---------------
Notwithstanding Section B or any other provision of this
Policy to the contrary, in order to receive any severance
pay under this Policy, an Employee must sign a statement,
in such form as determined by the Company, which releases
the Company and its subsidiaries, shareholders, directors,
officers, employees, successors and assigns from any
existing and future claims except as such claims of any
nature relate directly to the payment of any benefits due
under this Policy or any other severance benefit.
H. No Alienation of Severance Benefits
-----------------------------------
No interest of an Employee or his spouse or any other
beneficiary under this Policy, or any right to receive any
payments or distribution hereunder, shall be subject in any
manner to sale, transfer, assignment, pledge, attachment,
garnishment, or other alienation or encumbrance of any
kind, nor may such interest or right to receive a payment
or distribution be taken voluntarily or involuntarily, for
the satisfaction of the obligations or debts of, or other
claims against, an Employee or his spouse or other
beneficiary, including claims for alimony, support,
separate maintenance, and claims of bankruptcy proceedings.
I. Administration
--------------
The President of the Company and the Vice President, Human
Resources of Envirodyne Industries, Inc. be responsible for
interpreting and assuring the effective administration of
this Policy. All exceptions to or interpretations of this
Policy must be approved in advance.
J. Duration of Policy
------------------
This Policy shall become effective as of May 15, 1996, and
shall remain in effect until this Policy is otherwise
amended or terminated by the Company; provided, however,
-------- -------
that in the event a Change of Control or the elimination or
consolidation of all or part of this office occurs during
the term of this Policy, the term of this Policy shall be
deemed to be extended to and including the anniversary date
twenty-four (24) months following the effective date of
such Change of Control or office consolidation or
elimination.
IN WITNESS WHEREOF, Envirodyne Industries, Inc. has caused this
instrument to be executed by its duly authorized officer on May 15,
1996.
ENVIRODYNE INDUSTRIES, INC.
By: __________________________
F. Edward Gustafson
Chief Executive Officer
Envirodyne Industries, Inc.
EXHIBIT 11.1
ENVIRODYNE INDUSTRIES, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
December December
29, 1995 30, 1994 January
to to 1 to
December December December
26, 1996 28, 1995 29, 1994
-------- -------- --------
(in thousands except for
number of shares and per share amounts)
<S> <C> <C> <C>
Average shares outstanding 14,325,595 13,516,771 13,500,703
Assuming exercise of options
reduced by the number of
shares which could have been
purchased with the proceeds
from exercise of such options
---------- ---------- ----------
Weighted average shares
outstanding as adjusted 14,325,595 13,516,771 13,500,703
========== ========== ==========
(Loss) before
extraordinary loss $(13,682) $(17,323) $(3,612)
======== ======== =======
Net Income (Loss) $(13,682) $(21,519) $(3,612)
======== ======== =======
Per share amounts
assuming full dilution:
(Loss) before
extraordinary loss $(.96) $(1.28) $(.27)
===== ====== =====
Net Income (Loss) $(.96) $(1.59) $(.27)
===== ====== =====
<FN>
Note: This calculation is submitted in accordance with Regulation S-K
Item 601(b)11 although not required by footnote 2 to paragraph 14
of APB Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
EXHIBIT 21.1
------------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
The Company has the following subsidiaries, each of which is wholly
owned by the Company or by a wholly-owned subsidiary of the
Company. Indented names are subsidiaries of the company under which
they are indented.
Clear Shield National, Inc. (California)
Carnival Brands, Inc. (Illinois)
Envirosonics, Inc. (California)
Sandusky Plastics, Inc. (Delaware)
Envirodyne Subsidiary, Inc. (Delaware)
Sandusky Plastics of Delaware, Inc. (Delaware)
Viskase Corporation (Pennsylvania)
Viskase Holding Corporation (Delaware)
Viskase Argentina S.A. (Argentina)
Viskase Australia Limited (Delaware)
Viskase Brasil Embalagens Ltda. (Brazil)
Viskase de Mexico, S.A. de C.V. (Mexico)
Viskase Europe Limited (United Kingdom)
Viskase S.A. (France)
Viskase Canada Inc. (Ontario)
Viskase GMBH (Germany)
Viskase Holdings Limited (United Kingdom)
Filmco International Limited (United Kingdom)
Viskase Limited (United Kingdom)
Viskase (U.K.) Limited (United Kingdom)
Envirodyne S.A.R.L. (France)
Viskase S.p.A. (Italy)
Viskase ZAO (Russia)
Viskase de Nuevo Laredo, S.A. de C.V. (Mexico)
Viskase Sales Corporation (Delaware)
Viskase Puerto Rico Corporation (Delaware)
WSC Corp. (Delaware)
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Envirodyne Industries, Inc. and subsidiaries on Form
S-8 (File Nos. 333-10689 and 333-12829) of our report dated March
20, 1997 on our audits of the consolidated financial statements and
financial statement schedules of Envirodyne Industries, Inc. and
Subsidiaries as of December 26, 1996 and December 28, 1995, and for
the periods December 29, 1995 to December 26, 1996, December 30,
1994 to December 28, 1995 and January 1 to December 29, 1994, which
report is included in the annual report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 20, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-26-1996
<PERIOD-END> DEC-26-1996
<CASH> 41,794,000
<SECURITIES> 0
<RECEIVABLES> 81,225,000
<ALLOWANCES> (2,051,000)
<INVENTORY> 95,012,000
<CURRENT-ASSETS> 238,121,000
<PP&E> 578,704,000
<DEPRECIATION> 116,896,000
<TOTAL-ASSETS> 873,747,000
<CURRENT-LIABILITIES> 130,415,000
<BONDS> 521,179,000
<COMMON> 145,000
0
0
<OTHER-SE> 96,195,000
<TOTAL-LIABILITY-AND-EQUITY> 873,747,000
<SALES> 651,356,000
<TOTAL-REVENUES> 651,356,000
<CGS> 488,244,000
<TOTAL-COSTS> 488,244,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 659,000
<INTEREST-EXPENSE> 58,565,000
<INCOME-PRETAX> (20,382,000)
<INCOME-TAX> (6,700,000)
<INCOME-CONTINUING> (13,682,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,682,000)
<EPS-PRIMARY> (0.96)
<EPS-DILUTED> (0.96)
</TABLE>
ENVIRODYNE INDUSTRIES, INC.
CORPORATE OFFICE
MANAGEMENT INCENTIVE PLAN
Fiscal Year 1996
I. Purpose
-------
The Envirodyne Industries, Inc. Management Incentive Plan
(MIP) has been established for Fiscal Year 1996 for those
covered employees defined under Section III below.
The purpose of this Management Incentive Plan is to provide
additional compensation to participants for their contribution
to the achievement of the objectives of the Company including:
- Assisting in attracting and retaining highly qualified
key employees.
- Encouraging and stimulating superior performance by such
personnel.
II. Definitions
-----------
A. Base Salary equals the salary earnings for the portion
-----------
of the Fiscal Year during which the participant was an
active employee in the particular level of management
for which the computation is being made. Salary
earnings do not include Plan awards, long-term incentive
awards, imputed income from such programs as executive
life insurance or non-recurring earnings such as moving
expenses and is based on salary earnings before
reductions for such items as contributions under Section
401-(K) of the Internal Revenue Code of 1986 as amended.
B. Company means Envirodyne Industries, Inc., its
-------
successors and assigns.
C. Fiscal Year means the Company's Fiscal Year beginning
-----------
January 1 and ending the last day of December.
D. Plan means the Envirodyne Industries, Inc. Management
----
Incentive Plan as from time to time amended.
E. Chairman of the Board and Chief Executive Officer means
-------------------------------------------------
the Chairman of the Board and Chief Executive Officer of
Envirodyne Industries, Inc.
F. Financial Targets are the financial goal(s) appropriate
-----------------
to the company for the Fiscal Year. These goals are
identified in Exhibit B and are specifically identified
by participant in Exhibit C.
G. Discretionary Goals refer to the personal goals and
-------------------
objectives set by each participant and his/her
supervisor at the beginning of each Fiscal Year against
which performance is measured.
III. EMPLOYEES COVERED BY THIS PLAN
------------------------------
The Plan is applicable to those management employees and
other key personnel in the management levels specified in the
attached Exhibit C.
IV. FINANCIAL AWARD
---------------
A participant in the Plan shall be entitled to a Financial
Award computed in accordance with the following formula:
Base Financial Bonus Financial
Salary x Performance x Percent = Performance
Incentive Allocated Award
Earned To Financial
Targets
Where:
- "Base Salary" is as defined in Section II A.
- "Financial Performance Incentive Earned" is determined by
the relationship of actual achievement to targeted goals
and can range from target to maximum, with full attainment
of the financial goals equating to the target for each
measure as set forth in the business plan. The
target/maximum range for each participant is a function of
management level slotting (See Exhibit C). The
relationship of actual achievement to the performance
range will be determined by using straight-line
interpolation for achievement between the target and the
maximum of the payout range as applicable (see Exhibit
B). Actual performance below target will result in no
award being paid on that particular financial measure.
- "Bonus Percent Allocated To Financial Targets" shall range
from 0% to 100%.
If a participant was in more than one management level during
a Fiscal Year, a separate computation shall be made for each
level applicable to the participant during such Fiscal Year;
the sum of the separate computations shall be the participant's
Financial Performance Award.
V. Personal Performance Award
--------------------------
Goals for each participant are to be developed jointly by the
participant and his/her supervisor at the beginning of a Fiscal
Year. It is anticipated that both quantifiable and non-
quantifiable goals will be developed in the process. Each goal
should be weighted from 0% to 100%, with the sum of the weights
equal to 100%.
A participant in the Plan shall be entitled to a Personal
Performance Award computed in accordance with the following
formula:
Base Personal Bonus Personal
Salary x Performance x Percent = Performance
Incentive Allocated Award
Earned To Personal
Objectives
Where:
- "Base Salary" is as defined in Section II A.
- "Percent of Personal Objectives Achieved" ranges from 0%
to 100% and is determined by the agreed upon performance
of the individual against pre-established individual
goals.
- "Percent of Bonus Allocated to Personal Objectives" shall
range from 0% to 100%.
It is intended that the participant and his/her supervisor will
agree on meaningful individual goals. The following is a
partial list of the type of goals or objectives that may be
developed:
- Achievement of income goals
- Development of subordinates
- Successful development of new accounts/products
- Improvement in product merchandising programs
- Attainment of self-development objectives
- Control or reduction of operating expenses
At the end of a Fiscal Year, each participant will review
and evaluate his/her accomplishment of personal goals and
objectives. The participant and his/her supervisor will
then review the preliminary rating. Thereafter, the
supervisor will assign a Personal Performance %, from 0% to
100%, reflecting the participant's achievement of his/her
goals during such Fiscal Year. The Personal Performance %
recommendation of the supervisor shall be reviewed by the
President of the Company, who shall recommend an appropriate
Personal Performance % to the Chairman of the Board and
Chief Executive Officer who shall approve the final Personal
Performance % for each participant.
VI. Performance Measures, Targets and Payout Ranges
-----------------------------------------------
The financial performance measures, targets and payout
ranges used for incentive purposes shall be established by
the Company based on the annual business plan. Those
measures, targets and payout ranges, as appropriate, shall
be approved by the Chairman of the Board and Chief
Executive Officer. The performance measures, targets and
payout ranges are defined in Exhibit B.
VII. Participant Bonus Composition
-----------------------------
The composition of each participant's bonus shall be
determined by the President of the Company or his
designee(s). The composition may have a Discretionary
portion and a Financial portion. The composition of the
bonuses are established in Exhibit C.
VIII. Computation and Disbursement of Funds
-------------------------------------
As soon as possible after the close of the Fiscal Year, the
President of the Company will recommend a final personal
goal achievement percentage and incentive award payment to
the Chairman of the Board and Chief Executive Officer. Once
approved, payment of the awards shall be made within sixty
(60) days after the end of the Fiscal Year.
If the participant dies before receiving his/her award, the
amount due will be paid to the designated beneficiaries on
file with the Company and, in the absence of such
designation, to the participant's estate. All payment
awards shall be reduced by amounts required to be withheld
for taxes at the time payments are made.
IX. Changes to Target
-----------------
The President of the Company may recommend to the Chairman of
the Board and Chief Executive Officer, at any time prior to
the final determination of awards, changes to the performance
measures, targets, and payout ranges used for incentive
purposes. If, in the judgment of the Chairman of the Board
and Chief Executive Officer, such change(s) is/are desirable
in the interests of equitable treatment of the participants
and the Company as a result of extraordinary or non-recurring
events, changes in applicable accounting rules or principles,
changes in the Company's methods of accounting, changes in
applicable law, changes due to consolidation, acquisitions,
or reorganization, the Chairman of the Board and Chief
Executive Officer shall authorize and approve such change(s)
for immediate incorporation into the Plan. Further, should
actual performance on any one or all of the financial
measure(s) be less than or greater than target by twenty-five
percent (25%) or more, the award actually earned under that
measure(s) will be at the sole discretion of the Chairman of
the Board and Chief Executive Officer subject to approval by
the Compensation Committee of the Board.
X. Partial Awards
--------------
A participant shall be entitled to payment of a partial
Financial Award and a partial Personal Objectives Award,
computed in accordance with Sections IV and V, and based on
Base Salary in a Fiscal Year, if prior to the end of such
Fiscal Year, a participant:
- Dies,
- Retires (is eligible to immediately receive retirement
benefits under a Company sponsored retirement plan),
- Becomes permanently disabled,
- Transfers to a position with a salary grade not eligible
for participation in the Plan,
- Enters military service,
- Takes an approved leave of absence,
- Is appointed or elected to public office,
- Is terminated due to position elimination,
provided that the participant was an active employee for a
minimum of 30 consecutive calendar days during such Fiscal
Year. Such partial awards shall be paid when payments of
non-deferred awards for such Fiscal Year are made.
Participants hired during the course of a Fiscal Year and who
are employed through the end of such Fiscal Year shall be
eligible for an award based on their Base Salary during such
Fiscal Year, provided that such employees begin active
service prior to February 1 of such Fiscal Year.
XI. Forfeiture of Bonus
-------------------
Except as provided in Section X, no participant who ceases to
be an employee of the Company prior to the end of a Fiscal
Year shall be entitled to any amounts under this Plan for
such Fiscal Year unless the Chairman of the Board and Chief
Executive Officer, in consultation with the Vice President,
Human Resources, decides otherwise.
Participants who cease to be an employee of the Company
between the end of a Fiscal Year and the payment date of
awards for such Fiscal Year shall be entitled to awards
earned during such Fiscal Year.
XII. Administration
--------------
This Plan shall be administered by the Vice President, Human
Resources of Envirodyne Industries, Inc., subject to the
control and supervision of the Chairman of the Board and
Chief Executive Officer and the Compensation Committee of the
Board of Directors of Envirodyne Industries.
Any changes to the context of the Plan, the performance
ranges, Plan adjustments and actual payouts will be reviewed
with and approved by the Compensation Committee of the Board
of Directors.
In the event of a claim or dispute brought forth by a
participant, the decision of the Chairman of the Board and
Chief Executive Officer as to the facts in the case and the
meaning and intent of any provision of the Plan, or its
application, shall be final and conclusive.
XIII. No Employment Contract; Future Plans
------------------------------------
Participation in this Plan shall not confer upon any
participant any right to continue in the employ of the
Company nor interfere in any way with the right of the
Company to terminate any participant's employment at any
time. The company is under no obligation to continue the
Plan in future Fiscal Years.
XIV. Amendment or Termination
------------------------
The Company may at any time, or from time to time, (a) amend,
alter or modify the provisions of this Plan, (b) terminate
this Plan, or (c) terminate the participation of an employee
or group of employees in this Plan; provided, however, that
in the event of the termination of this Plan or a termination
of participation, the Company shall provide the partial
awards to the affected participant(s) for the portion of the
Fiscal Year during which such employee(s) were participants
in this Plan, in a manner in which the Company, in its sole
judgment, determines to be equitable to such participants and
the Company.
XV. General Provisions
------------------
(a) No right under the Plan shall be assignable, either
voluntarily or involuntarily by way of encumbrance, pledge,
attachment, level or charge of any nature (except as may be
required by state or federal law).
(b) Nothing in the Plan shall require the Company to
segregate or set aside any funds or other property for the
purpose of paying any portion of an award. No participant,
beneficiary or other person shall have any right, title or
interest in any amount awarded under the Plan prior to the
close of the Fiscal Year, or in any property of the Company
or its subsidiaries.
_____________________ ____________________________
Final Approval Date Chairman of the Board
and Chief Executive Officer
____________________________
Vice President
Human Resources
