<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
SEC FILE NUMBER: 0-5485
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CUSIP NUMBER: 294037-20-5
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(Check One):
[ ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[X] Form 11-K
[ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
--------------------
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
--------------------
Part I - Registrant Information
Viskase Companies, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
Envirodyne Industries, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable:
6855 West 65th Street
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60638
- --------------------------------------------------------------------------------
City, State and Zip Code
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Gordon S. Donovan 708 496-4200
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Viskase Companies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has cause this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 15, 1999 By: /s/ Gordon S. Donovan
------------------------ ---------------------------------------
Vice President,
Chief Financial Officer and Treasurer
<PAGE> 2
ENVIRODYNE INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
<PAGE> 3
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits,
December 31, 1998 and 1997 2-3
Statement of Changes in Net Assets Available
for Benefits, for the years ended
December 31, 1998 and 1997 4-5
Notes to Financial Statements 6-12
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1998 13
Item 27d - Schedule of Reportable Transactions, for the year ended
December 31, 1998 14
</TABLE>
NOTE: Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included herein are not
applicable to the Envirodyne Industries, Inc.
Retirement Savings Plan.
<PAGE> 4
[PRICEWATERHOUSECOOPERS LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
Plan Administrator
Envirodyne Industries, Inc. Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Envirodyne Industries, Inc. Retirement Savings Plan (the "Plan") at
December 31, 1998, and the changes in net assets available for benefits for the
year ended December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.
The financial statements of the Plan as of and for the year ended December 31,
1997 were audited by other independent accountants whose report dated June 12,
1998 expressed an unqualified opinion on those statements.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCooper LLP
July 7, 1999
<PAGE> 5
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
<TABLE>
<CAPTION>
FIDELITY 20TH WARBURG
GUARANTEED GROWTH FIDELITY CENTURY GROWTH & WARBURG LIFETIME
LONG TERM ADVISOR PURITAN ULTRA INCOME INTERNATIONAL 20
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Pooled separate
accounts $ 101,720 $ 72,637 $ 82,405 $ 153,748 $ 111,824 $ 18,395 $ 4,365
Company stock
Loans to participants
---------- --------- --------- --------- --------- --------- ---------
Total investments 101,720 72,637 82,405 153,748 111,824 18,395 4,365
Receivables:
Employer contributions 742 210 452 459 200
---------- --------- --------- --------- --------- --------- ---------
Net assets available
for benefits $ 102,462 $ 72,847 $ 82,857 $ 154,207 $ 112,024 $ 18,395 $ 4,365
========== ========= ========= ========= ========= ========= ========
<CAPTION>
LIFETIME LIFETIME LIFETIME VISKASE
30 40 50 STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Pooled separate
accounts $ 1,185 $ 8,511 $ $ 554,790
Company stock $ 405,018 405,018
Loans to participants $ 9,756 9,758
-------- ------- -------- ---------- --------- ----------
Total investments 1,185 8,511 $ 405,018 $ 9,756 969,564
Receivables:
Employer contributions 126 126 996 3,281
-------- ------- -------- ---------- --------- ----------
Net assets available
for benefits $ 1,311 $ 8,637 $ $ 405,984 $ 9,758 $ $972,845
======== ======= ======== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 6
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<TABLE>
<CAPTION>
FIDELITY 20TH WARBURG
GUARANTEED GROWTH FIDELITY CENTURY GROWTH & WARBURG LIFETIME
LONG TERM ADVISOR PURITAN ULTRA INCOME INTERNATIONAL 20
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Pooled separate
accounts $ 3,149,066 $ 1,019,375 $ 787,073 $ 465,770 $ 503,028 $ 386,604 $ 95,893
Company stock
Loans to participants
----------- ----------- --------- --------- --------- ---------- --------
Total investments 3,149,066 1,019,375 787,073 465,770 503,028 386,604 95,893
Receivables:
Employer contributions 40,500 7,593 7,307 4,970 4,721 4,340 1,551
----------- ----------- --------- --------- --------- ---------- --------
Net assets available
for benefits $ 3,189,566 $ 1,026,968 $ 794,380 $ 470,740 $ 507,749 $ 390,944 $ 97,444
=========== =========== ========= ========= ========= ========== ========
</TABLE>
<TABLE>
<CAPTION>
LIFETIME LIFETIME LIFETIME ENVIRODYNE
30 40 50 STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Pooled separate
accounts $ 173,370 $ 122,223 $ 187,941 $ 6,890,343
Company stock $ 954,312 954,312
Loans to participants $ 324,253 324,253
--------- --------- ---------- --------- ---------- -------------
Total investments 173,370 122,223 187,941 954,312 324,253 8,168,908
Receivables:
Employer contributions 2,873 1,852 1,837 8,957 86,501
--------- --------- ---------- --------- ---------- ------------
Net assets available
for benefits $ 176,243 $ 124,075 $ 189,778 $ 963,269 $ 324,253 $ 8,255,409
========= ========= ========== ========= ========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 7
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1998
<TABLE>
<CAPTION>
FIDELITY 20TH WARBURG
GUARANTEED GROWTH FIDELITY CENTURY GROWTH & WARBURG LIFETIME
LONG TERM ADVISOR PURITAN ULTRA INCOME INTERNATIONAL 20
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Increase in value of
Plan's interest in
pooled separate
accounts $ 369,167 $ 262,076 $ 156,393 $ 119,321 $ 23,058 $ 26,584
Net appreciation
(depreciation) in fair
value of investments $ 180,485 (196,760) (174,620) (48,116) (82,042) (17,141) (19,258)
Interest income
--------- --------- ---------- --------- ---------- ----------- --------
180,485 172,407 87,456 108,277 37,279 5,917 7,326
--------- --------- ---------- --------- ---------- ----------- --------
Contributions:
Employer 154,232 37,639 36,483 37,597 22,967 18,546 6,587
Participants 332,580 94,223 85,906 118,092 61,259 45,426 18,313
--------- --------- ---------- --------- ---------- ----------- --------
486,812 131,862 122,389 155,689 84,226 63,972 24,900
--------- --------- ---------- --------- ---------- ----------- --------
Interfund transfers 310,457 (160,362) (3,872) 76,496 (6,677) (118,043) (3,985)
Participant loan
repayments 87,614 8,869 14,843 6,813 8,033 6,598 1,965
--------- --------- ---------- --------- ---------- ----------- --------
398,071 (151,493) 10,971 83,309 1,356 (111,445) (2,020)
--------- --------- ---------- --------- ---------- ----------- --------
Total additions 1,065,368 152,776 220,816 347,275 122,861 (41,556) 30,206
--------- --------- ---------- --------- ---------- ----------- --------
Deductions:
Plan transfers 3,483,256 1,027,628 855,022 592,505 464,465 286,224 101,269
Benefit payments 435,588 64,210 65,290 55,820 41,708 38,767 16,718
Administrative expenses 5,000 277 295 357 176 349 60
Loans to participants 228,628 14,782 11,732 15,126 12,237 5,653 5,238
--------- ---------- ---------- --------- ---------- ----------- --------
Total deductions 4,152,472 1,106,897 932,339 663,808 518,586 330,993 123,285
--------- ---------- ---------- --------- ---------- ----------- --------
Net decrease in net
assets available
for benefits (3,087,104) (954,121) (711,523) (316,533) (395,725) (372,549) (93,079)
Net assets available
for benefits,
beginning of year 3,189,566 1,026,968 794,380 470,740 507,749 390,944 97,444
--------- ---------- ---------- --------- ---------- ----------- --------
Net assets available
for benefits, end of year $ 102,462 $ 72,847 $ 82,857 $ 154,207 $ 112,024 $ 18,395 $ 4,365
========= ========== ========== ========= ========== =========== ========
<CAPTION>
LIFETIME LIFETIME LIFETIME VISKASE
30 40 50 STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Increase in value of
Plan's interest in
pooled separate
accounts $ 51,989 $ 26,729 $ 53,079 $ 1,088,396
Net appreciation
(depreciation) in fair
value of investments (37,361) (16,190) (36,185) $ (424,631) (871,819)
$ 25,371 25,371
Interest income --------- ---------- ---------- ---------- -------- -----------
14,628 10,539 16,894 (424,631) 25,371 (241,948)
--------- ---------- ---------- ---------- -------- -----------
Contributions:
Employer 10,829 8,678 6,092 30,286 369,936
Participants 25,425 19,448 12,575 71,947 885,194
--------- ---------- ---------- ---------- -------- -----------
36,254 28,126 18,667 102,233 1,255,130
--------- ---------- ---------- ---------- -------- -----------
Interfund transfers (2,890) (5,742) 73 (60,084) (25,371)
Participant loan
repayments 4,738 3,319 705 9,450 (152,947)
--------- ---------- ---------- ---------- -------- -----------
1,848 (2,423) 778 (50,634) (178,318)
--------- ---------- ---------- ---------- -------- -----------
Total additions 52,730 36,242 36,339 (373,032) (152,947) 1,497,078
--------- ---------- ---------- ---------- -------- -----------
Deductions:
Plan transfers 212,883 131,914 195,805 149,513 446,941 7,947,425
Benefit payments 9,409 13,075 26,172 14,013 38,719 819,489
Administrative expenses 132 340 140 5,602 12,728
Loans to participants 5,238 6,351 4,000 15,125 (324,110)
--------- ---------- ---------- ---------- -------- ----------
Total deductions 227,662 151,680 226,117 184,253 161,550 8,779,642
--------- ---------- ---------- ---------- -------- ----------
Net decrease in net
assets available
for benefits (174,932) (115,438) (189,778) (557,285) (314,497) (7,282,564)
Net assets available
for benefits,
beginning of year 176,243 124,075 189,778 963,269 324,253 8,255,409
--------- ---------- ---------- ---------- -------- ----------
Net assets available
for benefits, end of year $ 1,311 $ 8,637 $ $ 405,984 $ 9,756 $ 972,845
========= ========== ========== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 8
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1997
<TABLE>
<CAPTION>
FIDELITY 20TH WARBURG
GUARANTEED GROWTH FIDELITY CENTURY GROWTH & WARBURG
LONG TERM ADVISOR PURITAN ULTRA INCOME INTERNATIONAL
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Increase in value of
Plan's interest in
pooled separate
accounts $ 133,744 $ 28,512 $ 35,037 $ 12,468 $ 11,803
Net appreciation
(depreciation) in fair
value of investments $ 172,870 80,044 97,092 41,126 94,552 (36,286)
Interest income ------------- ---------- -------- --------- --------- -----------
172,870 213,788 125,604 76,163 107,020 (24,483)
------------- ---------- -------- --------- --------- -----------
Contributions:
Employer 209,457 47,217 44,076 34,070 29,761 28,004
Participants 405,788 94,903 87,243 79,345 60,084 55,213
------------- ---------- -------- --------- --------- -----------
615,245 142,120 131,319 113,415 89,845 83,217
------------- ---------- -------- --------- --------- -----------
Interfund transfers (202,940) 27,738 33,055 (44,688) (63,392) (20,194)
Participant loan
repayments 79,418 11,687 17,180 3,869 7,353 6,227
------------- ---------- -------- --------- --------- -----------
(123,522) 39,425 50,235 (40,819) (56,039) (13,967)
------------- ---------- -------- --------- --------- -----------
Total additions 664,593 395,333 307,158 148,759 140,826 44,767
------------- ---------- -------- --------- --------- -----------
Deductions:
Benefit payments 149,300 66,686 25,024 26,851 5,456 39,049
Administrative expenses 3,512 280 873 287 388 344
Loans to participants 120,569 12,842 23,595 17,334 9,501 7,110
------------- ---------- -------- --------- --------- -----------
Total deductions 273,381 79,808 49,492 44,472 15,345 46,503
------------- ---------- -------- --------- --------- -----------
Net increase (decrease )
in net assets
available for benefits 391,212 315,525 257,666 104,287 125,481 (1,736)
Net assets available
for benefits,
beginning of year 2,798,354 711,443 536,714 366,453 382,268 392,680
------------- ---------- -------- --------- --------- -----------
Net assets available
for benefits, end of year $ 3,189,566 $1,026,968 $794,380 $ 470,740 $ 507,749 $ 390,944
============= ========== ======== ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
LIFETIME LIFETIME LIFETIME LIFETIME ENVIRODYNE
20 30 40 50 STOCK LOAN
FUND FUND FUND FUND FUND FUND OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Increase in value of
Plan's interest in
pooled separate
accounts $ 14,793 $ 9,235 $ 2,238 $ 2,922 $ 250,752
Net appreciation
(depreciation) in fair
value of investments 3,412 12,320 12,332 20,739 $ 60,664 558,865
Interest income $ 25,814 25,814
----------- ---------- ---------- ---------- --------- --------- -------- ----------
18,205 21,555 14,570 23,661 60,664 25,814 835,431
----------- ---------- ---------- ---------- --------- --------- -------- ----------
Contributions:
Employer 9,529 14,305 11,089 9,855 48,272 485,635
Participants 25,382 26,327 19,703 15,139 107,809 976,936
----------- ---------- ---------- ---------- --------- --------- -------- ----------
34,911 40,632 30,792 24,994 156,081 1,462,571
----------- ---------- ---------- ---------- --------- --------- -------- ----------
Interfund transfers (37,001) (22,285) (2,614) (12,899) 371,034 (25,814)
Participant loan
repayments 2,608 4,085 3,316 895 7,289 (143,927)
----------- ---------- ---------- ---------- --------- --------- -------- ----------
(34,393) (18,200) 702 (12,004) 378,323 (169,741)
----------- ----------- ---------- ---------- --------- --------- -------- ----------
Total additions 18,723 43,987 46,064 36,651 595,068 (143,927) 2,298,002
----------- ---------- ---------- ---------- --------- --------- -------- ----------
Deductions:
Benefit payments 15,677 6,624 6,343 1,953 280 6,172 $ 1,847 351,262
Administrative expenses 127 199 147 80 237 6,474
Loans to participants 3,548 12,977 7,296 4,840 12,833 (232,445)
----------- ---------- ---------- ---------- --------- --------- -------- ----------
Total deductions 19,352 19,800 13,786 6,873 13,350 (226,273) 1,847 357,736
----------- ---------- ---------- ---------- --------- --------- -------- ----------
Net increase (decrease)
in net assets
available for benefits (629) 24,187 32,278 29,778 581,718 82,346 (1,847) 1,940,266
Net assets available
for benefits,
beginning of year 98,073 152,056 91,797 160,000 381,551 241,907 1,847 6,315,143
----------- ----------- ---------- ---------- --------- --------- -------- ----------
Net assets available
for benefits, end of year $ 97,444 $ 176,243 $ 124,075 $ 189,778 $ 963,269 $ 324,253 $ $8,255,409
=========== =========== ========== ========== ========= ========= ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 9
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Envirodyne Industries, Inc. Retirement
Savings Plan ("the Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan established to provide deferred
compensation benefits to eligible employees. Under the Plan, all of the
employees of Viskase Companies, Inc. (formerly Envirodyne Industries,
Inc.) ("Employer") and its participating subsidiaries who have met
eligibility requirements may elect to participate in the Plan. Employees
who are covered by a collective bargaining agreement will be eligible
only if their participation is provided for in the agreement. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
PARTICIPATION
Eligible employees may become Plan members ("Participants") on the first
day of January, April, July or October following six months from their
date of hire.
CONTRIBUTIONS
Participating employees, by means of authorized payroll deductions, may
make both before-tax and after-tax contributions to the Plan in amounts
based upon a percentage of their compensation. These before-tax
contributions cannot be less than two percent (2%) nor greater than
fifteen percent (15%) of the Participant's compensation. The after-tax
contribution cannot be less than one percent (1%) nor greater than ten
percent (10%) of the Participant's compensation. Only Participant's
before-tax contributions up to six percent (6%) of the Participant's
compensation are eligible to receive an employer matching contribution.
Employer matching contributions to the Plan vary based upon the
Participant's years of credited service. At the discretion of the
Employer, there also may be an employer profit sharing contribution for
active Participants at the end of the Plan year.
VESTING
Participant's contributions plus the earnings thereon are fully vested.
Vesting in the employer contributions and the earnings thereon is based
on years of credited service. A Participant is fully vested after five
years of credited service. If a Participant attains age 65, or becomes
permanently and totally disabled, or dies, the full value of the employer
contribution account becomes immediately vested and is non-forfeitable.
ALLOCATIONS
Investment income is allocated based on account balances as defined by
the Plan.
The Employer profit sharing contribution is allocated to Participants
based upon their annual compensation as a percentage of the total annual
compensation for all Participants.
6
<PAGE> 10
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED
PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a maximum equal to the
lesser of $50,000 or fifty percent (50%) of their vested account balance.
All loans must be repaid within five years. The loans are secured by the
balance in the Participant's account and bear interest at a rate
determined by the plan administrator equal to one percent (1%) over the
prime interest rate. Principal and interest is paid ratably through
payroll deductions.
PAYMENT OF BENEFITS
Upon termination, Participants with a vested interest in their account
balance of less than or equal to $5,000 receive a distribution in a
single sum payment.
Participants with vested interest in their account balance in excess of
$5,000 may receive a distribution in a single sum payment or may elect to
receive installment payments. The Participant may elect to commence the
payments sixty days after the close of the plan year in which the
Participant attains age 65 or terminates employment, whichever is later,
provided however, that payment to any Participant must begin no later
than the April 1 following the plan year the Participant reaches age
70-1/2.
Participants may elect to rollover single sum distributions into a
qualified retirement plan or a qualified retirement account.
WITHDRAWALS WHILE EMPLOYED
The Plan permits Participants to make withdrawals while they are
employed. The Plan establishes limits and priority of any withdrawal. The
Plan also permits hardship withdrawals from tax-deferred and rollover
contributions in accordance with Internal Revenue Code requirements.
ROLLOVER CONTRIBUTIONS
The rollover contributions represent lump sum benefits received by
certain employees from another organization's pension or profit sharing
plan, or from the Envirodyne Employee Thrift Plan. The Plan allows a
Participant to contribute these benefits in ten percent (10%) increments
to the Plan funds. Rollover contributions are included in employee
contributions in the statement of changes in net assets available for
benefits with fund information. A rollover contribution is payable upon
retirement, termination of employment, death or disability.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements are prepared on the accrual basis
of accounting.
7
<PAGE> 11
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
INVESTMENTS
Investments are stated at fair value based on published market quotations
in an active market. Participant notes receivable are valued at cost
which approximates market value.
Investment transactions are reflected on a trade-date basis. Income from
investments is recorded as earned on an accrual basis. Cost is determined
on an average-cost basis.
The Plan presents in the statements of changes in net assets the net
appreciation (depreciation) in the fair value of its investments and the
increase in value of the Plan's interest in pooled separate accounts
which consists of the realized gain (loss) and the unrealized
appreciation (depreciation) on investments.
USE OF ESTIMATES
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 net assets available for
benefits at the date of the financial statements and the changes in net
assets available for benefits during the reporting period and, when
applicable disclosure of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
Viskase Companies, Inc. common stock and numerous pooled investment
accounts. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur
in the near term and that such changes could materially affect the
Participants' account balances and the amounts reported in the statement
of net assets available for benefits.
ADMINISTRATIVE EXPENSES
Expenses of the Plan other than brokerage commissions, which are included
in the cost of the investments and loan fees and are paid directly by the
Plan, are paid by the Employer. Although the Employer has elected to pay
these expenses, it is not obligated to do so. If the Employer ceases to
pay all or part of these expenses in the future, they will be paid by the
Plan's trustee out of the assets of the Plan.
FORFEITURES
Forfeitures are recorded as a reduction to the aggregate Employer
contributions in the year they occur. For the years ended December 31,
1998 and 1997 forfeitures amounted to $8,895 and $13,961, respectively.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
8
<PAGE> 12
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT PROGRAM
The Plan provides for investment election alternatives allowing
Participant contributions to be invested in certain individual programs
as directed by each Participant in ten percent (10%) increments.
Participants may change their investment elections up to four times a
year as provided in the Plan. Employer contributions are invested in the
same proportion as the Participants' contributions. The investment
options are as follows:
GUARANTEED LONG TERM FUND - The assets of this fund are invested in a
diversified portfolio of high quality, fixed income instruments
(primarily intermediate bonds and commercial mortgages within
Connecticut General Life Insurance Company's ("CIGNA") Account).
Principal and interest are fully guaranteed by CIGNA. The objective
of this fund is to provide stable returns and to preserve the
principal investment.
FIDELITY GROWTH ADVISOR FUND - This fund seeks to provide long-term
capital appreciation by investing mostly in common stocks and also in
preferred stocks and bonds.
FIDELITY PURITAN FUND - The objective of this fund is to preserve
capital and provide current income while seeking long-term growth of
capital and income in a diversified portfolio of securities including
stocks, bonds and short-term investments.
20TH CENTURY ULTRA FUND - This fund seeks to provide capital growth
over time by investing primarily in common stocks of companies with
accelerating earnings and revenues.
WARBURG GROWTH & INCOME FUND - This fund seeks to provide long-term
capital appreciation by investing in dividend-paying equity
securities, including common stocks and other marketable securities
as well as fixed income securities.
WARBURG INTERNATIONAL FUND - The objective of the fund is to achieve
long-term capital appreciation through international diversification
by investing primarily in common stocks, debt securities and
preferred stocks of companies based outside the United States.
LIFETIME 20 FUND - The assets of this fund are invested eighty
percent (80%) in stocks and twenty percent (20%) in bonds. The stock
accounts are CIGNA separate accounts that invest in Fidelity Advisor
Growth Opportunities, Warburg Pincus Advisor Emerging Growth and
Warburg Pincus Advisor International Equity. The bond separate
accounts are CIGNA Actively Managed (Core) Fixed Income and CIGNA
High Yield Bond Funds. This fund seeks to provide long-term capital
appreciation.
LIFETIME 30 FUND - The assets of this fund are invested seventy (70%)
in stocks and thirty percent (30%) in bonds. The stock accounts are
CIGNA separate accounts that invest in Fidelity Advisor Growth
Opportunities, CIGNA Growth & Income, Warburg Pincus Advisor Emerging
Growth and Warburg Pincus Advisor International Equity. The bond
separate accounts are CIGNA Actively Managed (Core) Fixed Income and
CIGNA High Yield Bond Funds. This fund seeks to provide long-term
capital appreciation.
9
<PAGE> 13
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT PROGRAM, CONTINUED
LIFETIME 40 FUND - The assets of this fund are invested sixty-five
percent (65%) in stocks and thirty-five percent (35%) in bonds. The
stock accounts are CIGNA separate accounts that invest in Fidelity
Advisor Growth Opportunities, CIGNA Growth & Income, Vanguard
Quantitative Portfolios, Warburg Pincus Advisor Emerging Growth and
Warburg Pincus Advisor International Equity. The bond separate
accounts are CIGNA Actively Managed (Core) Fixed Income and CIGNA
High Yield Bond Funds. This fund seeks to provide long-term capital
appreciation with a secondary emphasis on income and capital
stability.
LIFETIME 50 FUND - The assets of this fund are invested fifty-five
percent (55%) in stocks and forty-five percent (45%) in bonds. The
stock accounts are CIGNA separate accounts that invest in Fidelity
Advisor Growth Opportunities, CIGNA Growth & Income, Vanguard
Quantitative Portfolios, Warburg Pincus Advisor Emerging Growth and
Warburg Pincus Advisor International Equity. The bond separate
accounts are CIGNA Actively Managed (Core) Fixed Income and CIGNA
High Yield Bond Funds.
VISKASE STOCK FUND (formerly Envirodyne Stock Fund) - The assets of
this fund are exclusively invested in Viskase Companies, Inc. common
stock.
The number of units and the net asset value per unit for each account are
as follows:
<TABLE>
<CAPTION>
1998 1997
NET ASSET NET ASSET
NUMBER VALUE NUMBER VALUE
OF UNITS PER UNIT OF UNITS PER UNIT
<S> <C> <C> <C> <C>
Guaranteed Long Term Fund 3,160 $ 32 103,577 $ 30
Fidelity Growth Advisor Fund 964 75 16,682 61
Fidelity Puritan Fund 2,749 30 30,289 26
20th Century Ultra Fund 2,999 51 12,102 38
Warburg Growth & Income Fund 4,788 23 24,038 21
Warburg International Fund 806 23 17,556 22
Lifetime 20 Fund 234 19 5,825 16
Lifetime 30 Fund 64 19 10,593 16
Lifetime 40 Fund 473 18 7,703 16
Lifetime 50 Fund - 18 12,070 16
</TABLE>
10
<PAGE> 14
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
4. CONTRIBUTIONS
Contributions to the Plan by Clear Shield National, Inc. (subsidiary) and
Viskase Companies, Inc., (formerly Envirodyne Industries, Inc.)
(parent) are as follows:
<TABLE>
<CAPTION>
1998
CLEAR SHIELD VISKASE
NATIONAL, INC. COMPANIES, INC. TOTAL
---------------- ------------------- ---------------
<S> <C> <C> <C>
Employer $ 328,481 $ 41,455 $ 369,936
Participant 777,671 107,523 885,194
---------------- ------------------- ---------------
$ 1,106,152 $ 148,978 $ 1,255,130
================ =================== ===============
<CAPTION>
1997
CLEAR SHIELD ENVIRODYNE
NATIONAL, INC. INDUSTRIES, INC. TOTAL
---------------- ------------------- ---------------
<S> <C> <C> <C>
Employer $ 446,988 $ 38,647 $ 485,635
Participant 868,421 108,515 976,936
---------------- ------------------- ---------------
$ 1,315,409 $ 147,162 $ 1,462,571
================ =================== ===============
</TABLE>
5. INVESTMENTS
There were no assets representing five percent (5%) or more of net assets
available for benefits at December 31, 1998. Investments representing
five percent (5%) or more of net assets available for benefits at
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
1997
<S> <C> <C>
Guaranteed Long Term Fund Pooled separate account $ 3,149,066
Fidelity Growth Advisor Fund Pooled separate account 1,019,375
Fidelity Puritan Fund Pooled separate account 787,073
20th Century Ultra Fund Pooled separate account 465,770
Warburg Growth & Income Fund Pooled separate account 503,028
Viskase Stock Fund Company stock 954,312
</TABLE>
6. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Employer by
a letter dated July 9, 1997, that the Plan, and related trust, as then
designed are in compliance with the appropriate sections of the Internal
Revenue Code ("Code"). The Plan has subsequently been amended. However,
the plan administrator believes the Plan is designed and operated in
accordance with the applicable sections of the Code.
11
<PAGE> 15
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. PLAN TERMINATION
The Employer reserves the right to alter, amend, or terminate the Plan.
In the event of Plan termination, Participants will become fully vested
in their accounts. The Company will consolidate the Plan with an
affiliated company plan.
8. PLAN TRANSFER
Effective July 23, 1998, the Employer sold one of the sponsoring
employers to an unrelated party. Under the provisions of the sale, assets
and liabilities for certain Participants in the Plan were to be
transferred out of the Plan. On November 1, 1998 the Plan transferred
assets with a market value of approximately $7.9 million.
12
<PAGE> 16
SUPPLEMENTAL SCHEDULES
<PAGE> 17
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT
OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life
Insurance Company:
<S> <C> <C> <C>
Guaranteed Long Term Fund Pooled separate account $ 101,720 $ 101,720
Fidelity Growth Advisor Fund Pooled separate account 53,935 72,637
Fidelity Puritan Fund Pooled separate account 61,025 82,405
20th Century Ultra Fund Pooled separate account 111,367 153,748
Warburg Growth & Income Fund Pooled separate account 86,074 111,824
Warburg International Fund Pooled separate account 17,319 18,395
Lifetime 20 Fund Pooled separate account 3,301 4,365
Lifetime 30 Fund Pooled separate account 887 1,185
Lifetime 40 Fund Pooled separate account 6,749 8,511
* Viskase Companies, Inc.:
Viskase Stock Fund Common stock, 95,052 shares 346,378 405,018
Loan Fund Participant loans, 8.0% - 10.0% 9,756
------------- -------------
Total investments $ 788,755 $ 969,564
============= ============
</TABLE>
* Represents party-in-interest.
13
<PAGE> 18
ENVIRODYNE INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (I)
NUMBER OF NUMBER OF PURCHASE SELLING NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES SALES PRICE PRICE OR (LOSS)
Connecticut General Life
Insurance Company:
<S> <C> <C> <C> <C> <C> <C>
Guaranteed Long Term Fund Pooled separate account 60 116 $ 1,306,680 $ 4,534,512
Fidelity Growth Advisor Fund Pooled separate account 41 46 475,555 1,594,573 $ 369,167
Fidelity Puritan Fund Pooled separate account 31 41 343,885 1,136,228 262,076
20th Century Ultra Fund Pooled separate account 43 42 322,103 742,502 156,394
Warburg Growth & Income
Fund Pooled separate account 31 37 156,854 585,570 119,321
Warburg International Fund Pooled separate account 26 40 79,484 436,610 23,058
Envirodyne Industries, Inc.:
Envirodyne Stock Fund Company stock 38 54 357,347 823,440 (416,655)
Viskase Companies, Inc.:
Viskase Stock Fund Company stock 3 5 510,486 165,017 908
</TABLE>
14
