SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VISKASE COMPANIES, INC.
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(Name of the Issuer)
COMMON STOCK
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(Title of Class of Securities)
29403700
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(CUSIP Number)
Timothy J. Gramatovich
Peritus Capital Partners, LLC
315 East Canon Perdido Street
Santa Barbara, California 93101
(805) 882-9169
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 16, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X] {Please review this section for relevance]
SCHEDULE 13D
CUSIP NO. 29403700
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peritus Capital Partners, LLC
I.D. # 77-0493842
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,113,000
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,113,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.39%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP NO. 29403700
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peritus Asset Management, Inc.
I.D. # 94-3174137
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,561,833
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,561,833
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,833
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.37%
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14 TYPE OF REPORTING PERSON
IA
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SCHEDULE 13D
CUSIP NO. 29403700
This Schedule 13D is filed on behalf of Peritus Asset Management, Inc. and
Peritus Capital Partners, LLC, as a group, pursuant to Rule 13d-1(k)(1) (the
"Reporting Persons"). With respect to Peritus Asset Management, Inc., this
Schedule 13D replaces the Schedule 13G filed by it on February 9, 2000. With
respect to Peritus Capital Partners, LLC, this Schedule 13D replaces the
Schedule 13G filed by it on February 9, 2000. This Schedule 13D is being filed
to reflect a change in the ultimate objective of the Reporting Persons, as
required under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of Viskase Companies,
Inc. The address of the issuer's principal executive offices is 6855 W. 65th
Street, Chicago, IL. 60638.
ITEM 2. IDENTITY AND BACKGROUND.
THE REPORTING PERSONS:
(a) Name and jurisdiction of organization: This statement is filed by Peritus
Capital Partners, LLC, a California limited liability company, and Peritus Asset
Management, Inc., a California corporation.
(b) Principal business: The principal business of Peritus Asset Management,
Inc., is as an investment advisor. The principal business of Peritus Capital
Partners, LLC is as a private investment fund.
(c) Address: The address of the principal business and principal office of each
Reporting Person is 315 East Canon Perdido, Santa Barbara, California, 93101.
EXECUTIVE OFFICERS AND DIRECTORS:
Peritus Asset Management, Inc. is the manager of Peritus Capital Partners, LLC,
which has one other manager, Steven L. Gevirtz. The executive officers and
directors of Peritus Asset Management, Inc. and Streamline Capital, and the
information required by paragraphs (a) through (c) of Item 2, are as follows:
Timothy J. Gramatovich, President, Chief Investment Officer,
Chief Financial Officer and Director
Peritus Asset Management, Inc.
315 East Canon Perdido Street
Santa Barbara, California 93101
Ronald J. Heller, Senior Vice President, Portfolio Manager, Secretary,
Treasurer and Director
Peritus Asset Management, Inc.
315 East Canon Perdido Street
Santa Barbara, California 93101
Steven L. Gevirtz, Managing Partner
1859 San Leandro Lane
Santa Barbara, California 93108
(d) Neither Reporting Person, nor, to the best of their knowledge, any of the
other individuals identified in Item 2 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Reporting Person, nor, to the best of their knowledge, any of the
individuals identified in Item 2 has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Gramatovich, Heller and Gevirtz are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for the acquisitions by Peritus Asset Management, Inc. has
been client funds. The source of funds for the acquisitions by Peritus Capital
Partners, LLC has been funds of investing members. These are the only
anticipated sources of any future purchases, except that Peritus Capital
Partners, LLC is authorized under its charter documents to borrow funds for
investment purposes and may choose to do so.
ITEM 4. PURPOSE OF TRANSACTION
All of the Shares reported herein have been acquired for investment purposes.
The Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the issuer, to dispose of, or caused to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons,
market conditions or other factors.
On or about March 16, 2000, the Reporting Persons adjusted the ultimate
objectives and determined to adapt their position accordingly. The Reporting
Persons have determined, where possible and appropriate, to play a role in
influencing future business decisions of the Issuer and business decisions of
other parties that may affect the future of the Issuer. Accordingly, they are
changing their filing status from that of "passive" investors reporting on
Schedule 13G. The Reporting Persons currently have no formal plan or proposal
which relates to or would result in any of the actions or transactions described
in paragraphs (a) through (j) of Item 4 of the instructions to this report.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2, are as
follows:
Peritus Asset Management, Inc.: 1,561,833 shares, 10.37% (including shares
beneficially owned by Peritus Capital Partners, LLC, reported below).
Peritus Capital Partners, LLC: 1,113,000 shares, 7.39%.
Mr. Gramatovich: -1,380-
Mr. Heller: -1,050-
The stated percentages are based on the issuer's report of 15,058,439 shares of
Common Stock outstanding in its quarterly report on Form 10-Q filed November 15,
1999.
(b) The voting and dispositive powers with respect to the shares held by the
Reporting Persons rest solely in Peritus Asset Management, Inc.
(c) The reporting persons engaged only in purchase transactions in the last 60
days, which are reported below:
Trade Blotter:
<TABLE>
<CAPTION>
DATE BUYER NUMBER OF PRICE PER
SHARES SHARE
<S> <C> <C> <C>
03/08/2000 PCP 10,000 2.030
03/08/2000 PCP 221,000 1.938
03/02/2000 PCP 5,000 1.250
03/01/2000 PCP 2,500 1.188
02/23/2000 PCP 493 1.813
02/23/2000 PCP 500 1.813
02/15/2000 PCP 1,507 1.813
02/10/2000 PCP 493 1.750
02/09/2000 PAM 10,990 2.156
01/20/2000 PCP 9,000 2.125
01/20/2000 PAM 500 2.250
01/19/2000 PAM (1,650) 1.969
01/12/2000 PCP 7,000 2.000
01/12/2000 PCP 2,500 2.125
01/12/2000 PCP 500 1.938
01/11/2000 PAM (50) 1.750
01/11/2000 PAM 500 1.875
01/07/2000 PAM 2,500 2.000
01/07/2000 PAM (30) 1.969
01/04/2000 PAM 200 2.870
12/29/1999 PAM 4,000 2.125
12/28/1999 PAM 4,000 2.000
12/28/1999 PAM 1,000 1.938
12/28/1999 PCP 1,000 1.625
12/28/1999 PCP 1,000 1.750
12/28/1999 PCP 1,000 1.875
12/28/1999 PCP 3,000 1.938
12/28/1999 PCP 9,000 2.000
12/28/1999 PCP 1,000 2.063
12/27/1999 PAM 4,000 1.625
12/27/1999 PAM 5,000 1.750
---------- --- ------ ------
Total/Average 307,453 1.913
</TABLE>
PCP 276,493
PAM 30,960
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Total 307,453
Notes: PAM = Peritus Asset Management, Inc. PCP = Peritus Capital Partners, LLC
All shares were purchased through broker transactions on the open market.
(d) and (e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company, except as reported in this Schedule
13D
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Joint Filing Agreement, dated as of March 17, 2000, by and among the Reporting
Entities.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated:3/16/00
PERITUS CAPITAL PARTNERS, LLC
By: Peritus Assets Management, Inc.,
Manager
By: /s/ Timothy J. Gramatovich
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Timothy J. Gramatovich
Chief Investment Officer
PERITUS ASSET MANAGEMENT, INC.
By: /s/ Timothy J. Gramatovich
----------------------------------------
Timothy J. Gramatovich
Chief Investment Officer
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Viskase Companies, Inc., is, and any
amendment thereto signed by each of the undersigned shall be, filed on behalf of
each undersigned pursuant to and in accordance with the provisions of 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Dated: 3/16/00
PERITUS CAPITAL PARTNERS, LLC
By: Peritus Asset Management, Inc.,
Manager
By: /s/ Timothy J. Gramatovich
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Timothy J. Gramatovich
Chief Investment Officer
PERITUS ASSET MANAGEMENT, INC.
By: /s/ Timothy J. Gramatovich
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Timothy J. Gramatovich
Chief Investment Officer
