Viskase Companies Inc – ‘10-K/A’ for 12/31/01

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Viskase Form 10-K/A Amendment                         12±    57K 

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10-K/A
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        SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

  __________
  ----------

 FORM 10-K/A-1

[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 31, 2001                   
       -----------------

      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 ________           
                    --------    --------

Commission file number 0-5485         
              ------

 VISKASE COMPANIES, INC.
 -----------------------
  (Exact name of registrant as specified in its charter)

Delaware                                                           95-2677354   
-----------------                                               -------------   
(State or other jurisdiction of                              (I.R.S. Employer   
incorporation or organization)                             Identification No.)  

625 Willowbrook Centre Parkway, Willowbrook, Illinois                   60527   
-----------------------------------------------------                  ------   
(Address of principal executive offices)                            (Zip Code)  

Registrant's telephone number, including area code:  (630) 789-4900 

   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        

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

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. Yes    X       No                      
                               -------       -------

  As of March 28, 2002 the aggregate market value of the voting stock held
by non-affiliates of the registrant was $469,859.                               

As of March 28, 2002, there were 15,317,112 shares outstanding of the 
registrant's Common Stock, $.01 par value.                                      

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              PART III
              --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    
--------------------------------------------------          

Directors and Officers. The directors of Viskase Companies, Inc. ("Company"),   
----------------------                                                          
their ages, principal occupations and certain other information with respect    
to the directors are provided below.                                            

Name                      Age     Principal Occupation                          
----                      ---     --------------------                          

Robert N. Dangremond      59      Mr. Dangremond has been a principal with      
                           Jay Alix & Associates, a consulting and
                             accounting firm specializing in corporate
                             restructurings and turnaround activities,
                          since August 1989. Mr. Dangremond also
                       serves as a Director for the Furr's
                               Restaurant Group. Mr. Dangremond has served
                            as a director of the Company since 1993.

F. Edward Gustafson       60      Mr. Gustafson has been Chairman of the        
                        Board, President and Chief Executive
                               Officer of the Company since March 1996 and
                              a director of the Company since 1993. (Mr.
                             Gustafson has also been the President and
                      Chief Executive Officer of Viskase
                           Corporation ("Viskase"), a wholly owned
                               subsidiary of the Company, since June 1998.
                              Mr. Gustafson was Executive Vice President
                              and Chief Operating Officer of the Company
                             from May 1989 to March 1996 and 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 &
                          Associates, L.P. ("DPK"), a management
                               services and private investment firm, since
  November 1988.

Gregory R. Page           50      Mr. Page has been President and Chief         
                      Operating Officer of Cargill, Inc.
                           ("Cargill"), a multinational trader and
                     processor of foodstuffs and other
                               commodities, since June 2000. From May 1998
                              to June 2000, Mr. Page served as Corporate
                           Vice President and Section President of
                              Cargill. From August 1995 to May 1998, Mr.
                            Page served as President of the Red Meat
                              Group of Cargill. Mr. Page has served as a
                       director of the Company since 1993.

For information regarding executive officers of the Company, see information    
set forth under "Executive Officers of the Registrant" in Part I of this        
report.                                                                         

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the   
Securities Exchange Act of 1934 requires the Company's officers, directors      
and persons who beneficially own more than 10% of the Company's outstanding     
Common Stock to file reports of ownership and changes in ownership of Common    
Stock with the Securities and Exchange Commission, NASDAQ and the Company.      
Based upon a review of relevant filings and written representations from the    
Company's officers, directors, and persons who own more than 10% of the         
Company's Common Stock, the Company believes that Messrs. Avram and Malcolm     
Glazer failed to file a Form 5 reporting the acquisition of 3,955 and 3,390     
shares, respectively, pursuant to the Non-Employee Directors' Compensation      
Plan.                                                                           

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ITEM 11.  EXECUTIVE COMPENSATION                                                

Summary of Cash and Certain Other Compensation of Executive Officers. The       
Summary Compensation Table below provides certain summary information           
concerning compensation by the Company for 2001, 2000 and 1999 for services     
rendered by the Company's Chief Executive Officer and each of the other         
executive officers of the Company whose total annual salary and bonus           
exceeded $100,000 in 2001.                                                      

                                                        [Enlarge/Download Table]

                                             SUMMARY COMPENSATION TABLE                                    

                                                                         Long-Term                         
                                  Annual Compensation                Compensation Awards                   
                                                      Other Annual   Restricted              All Other     
     Name and                        Salary   Bonus   Compensation   Stock Award   Options   Compensation  
Principal Position            Year     ($)     ($)         ($)            ($)        (#)          ($)      
---------------------------------------------------------------------------------------------------------  
                                                                                                           
F. Edward Gustafson           2001   513,000        -          -                                 24,745 (1)
Chairman of the Board,        2000   497,250  273,488     74,423        212 (2)    200,000 (3)   17,239    
President and Chief           1999   492,000        -          -          -        175,000 (4)   18,479    
Executive Officer                                                                                          

Gordon S. Donovan             2001   178,728   14,012     10,663                                  7,855 (5)
Vice President, Chief         2000   169,965   66,626      9,835        212 (2)     22,000        5,621    
Financial Officer,            1999   167,044        -      7,980          -              -        7,535    
Treasurer and Assistant                                                                                    
Secretary                                                                                                  

Kimberly K. Duttlinger        2001   133,072    9,121      5,318                                  4,325 (6)
Vice President, Secretary     2000   143,127   49,093      2,147        212 (2)     15,000        4,294    
and General Counsel           1999   140,664        -          -          -              -        4,336    


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

(1) Includes $1,150 paid for group life insurance, $7,815 contributed to the    
Viskase SAVE Plan and $15,780 contributed to the Viskase Companies, Inc.
Parallel Non-Qualified Savings Plan (the "Non-Qualified Plan").         

(2) Grant of 75 restricted shares of Common Stock to each of Messrs. Gustafson  
and Donovan and Ms. Duttlinger under the Company's "Diamond Anniversary 
Grant." The shares are subject to forfeiture until October 27, 2003.    

(3) In 2000, Mr. Gustafson was granted a stock option to purchase up to         
200,000 shares of Common Stock depending on the financial performance of
the Company based on earnings before interest, taxes, depreciation, and 
amortization ("EBITDA") for fiscal year 2000. Based on the Company's    
EBITDA for fiscal year 2000, a portion (i.e., 50,000 shares of Common   
Stock) of this stock option will vest in three equal annual installments
commencing August 31, 2002. See the "Option/SAR Grants in Last Fiscal   
Year" Table.                                                            

(4) In 1999, Mr. Gustafson was granted a stock option to purchase up to         
175,000 shares of Common Stock depending on the financial performance of
the Company based on EBITDA for fiscal year 1999. No part of this stock 
option became exercisable and it expired by its terms.                  

(5) Includes $494 paid for group life insurance, $5,362 contributed to the      
Viskase SAVE Plan and $1,999 contributed to the Non-Qualified Plan.     

(6) Includes $333 paid for group life insurance and $3,992 contributed to the   
Viskase SAVE Plan.                                                      

Stock Option Exercises and Holdings. The following table provides information   
concerning the exercise of stock options during the fiscal year ended December  
31, 2001 and the fiscal year-end value of stock options with respect to each    
of the persons named in the Summary Compensation Table.                         

 Aggregated Option/SAR Exercises in 2001 and December 31, 2001 Option Values

                       Number of
                                      Securities      Value of
                                         Underlying      Unexercised
                                          Unexercised     In-the-Money
                   Shares               Options at      Options at
                   Acquired    Value     12/31/01(#)     12/31/01($)
                  on Exercise  Realized   Exercisable/    Exercisable/
Name                       (#)        ($)      Unexercisable   Unexercisable    
----------------------------------------------------------------------------    

F. Edward Gustafson........ --         --       170,000 / 0        0 / 0        
Gordon S. Donovan.......... --         --        79,000 / 0        0 / 0        
Kimberly K. Duttlinger..... --         --        40,000 / 0        0 / 0        

Pension Plan Table. The following table sets forth estimated annual benefits    
payable upon retirement under the Retirement Program for Employees of Viskase   
Corporation (the "Retirement Plan") to employees of the Company and its wholly  
owned subsidiary, Viskase, in specified remuneration and years of service       
classifications.                                                                

                                                                [Download Table]

                                       Pension Plan Table                           

Assumed Final Average          Annual Benefits for Years of Service Indicated (2)   
Annual Salary (1)                                                                   

                                                                                    
                         15        20             25             30             35  
--------------------   ------   -------        -------         -------       -------
100,000                18,000    24,000         30,000          36,000        42,000
150,000                27,000    36,000         45,000          54,000        63,000
200,000                36,000    48,000         60,000          72,000        84,000
250,000                45,000    60,000         75,000          90,000       105,000
300,000                54,000    72,000         90,000         108,000       126,000
350,000                63,000    84,000        105,000         126,000       147,000
400,000                72,000    96,000        120,000         144,000       168,000
450,000                81,000   108,000        135,000         162,000       189,000
500,000                90,000   120,000        150,000         180,000       210,000
550,000                99,000   132,000        165,000         198,000       231,000


(1) Annual benefits payable under the Retirement Program are calculated based   
on the participant's average base salary for the consecutive thirty-six 
(36) month period immediately prior to retirement.                      

(2) The annual benefits payable are based on straight-life annuity basis at     
  normal retirement age. The benefits reported in this table are not subject
to any reduction for benefits paid by other sources, including Social   
Security. As of December 31, 2001, Messrs. Gustafson and Donovan and    
Ms. Duttlinger are credited with 12, 14, and 5 years of service,        
respectively.                                                           

Compensation of Directors. Each director who is not an officer of the Company   
received an annual retainer of $20,000 in 2001 and a fee of $1,000 for each     
attended meeting of the Board of Directors prior to September 1, 2001 and       
$4,000 for each attended meeting of the Board of Directors thereafter.          
Chairmen of committees (other than the Interested Person Transaction            
Committee) of the Board of Directors received an annual retainer of $1,500      
in 2001. Directors also received a fee for each attended meeting of a           
committee of the Board of Directors (other than the Interested Person           
Transaction Committee) of $1,000 ($500 in the case of committee meetings        
occurring immediately before or after meetings of the full Board of Directors)  
Members of the Interested Person Transaction Committee did not receive a fee    
in 2001. Directors who are officers of the Company do not receive compensation  
in their capacity as directors. Pursuant to Viskase Companies, Inc. 1993 Stock  
Option Plan, as amended, on the date of each annual meeting of stockholders,    
non-employee directors are granted a stock option to purchase 1,000 shares of   
Common Stock at an option exercise price equal to the fair market value of the  
Common Stock on the date of grant. The Company did not hold an annual meeting   
of stockholders during 2001. Pursuant to the Non-Employee Directors'            
Compensation Plan, non-employee directors may elect to receive their director   
fees in the form of shares of Common Stock. The number of shares received is    
based on the average of the closing bid and ask price of the Common Stock on    
the business day preceding the date the Common Stock is issued. None of the     
directors currently receive their fees in the form of shares of Common Stock.   

Compensation Committee Interlocks and Insider Participation. The Compensation   
and Nominating Committee of the Board of Directors consists of Messrs.          
Dangremond and Page, each of whom is a non-employee director of the Company.    
Mr. Page is the President and Chief Operating Officer of Cargill, Inc. In       
fiscal year 2001, Viskase Corporation, a wholly owned subsidiary of the         
Company, had sales of $689,000 made in the ordinary course to Cargill, Inc.     
and its affiliates.                                                             

Employment Agreements and Change-in-Control Arrangements                        

Employment Agreements with F. Edward Gustafson. On March 27, 1996, the Company  
entered into an Employment Agreement with Mr. F. Edward Gustafson. The          
Employment Agreement was amended and restated during 1997, amended twice        
during 2001 and once during 2002 (the "Employment Agreement"). Pursuant to the  
Employment Agreement, Mr. Gustafson has agreed to serve as Chairman of the      
Board, President and Chief Executive Officer of the Company, and the Company    
has agreed to use its best efforts to cause Mr. Gustafson to be elected as a    
director of the Company, during the term of the Agreement. The initial term of  
the Employment Agreement is three (3) years, provided, however, that on March   
26, 1997 and each subsequent anniversary thereof, the term of the Employment    
Agreement will be automatically extended for a period of one (1) year unless    
the Company or Mr. Gustafson gives written notice to the other at least thirty  
(30) days prior to the anniversary date that the term shall not be so           
extended.                                                                       

Under the Employment Agreement, Mr. Gustafson receives an annual base salary    
of $513,000 and $30,000 per year in lieu of a Company-provided automobile.      
Mr. Gustafson's base salary will be increased by the Compensation and           
Nominating Committee of the Board of Directors each year in a manner            
consistent with increases in base salary for other senior officers of the       
Company. In addition, the Employment Agreement provides that Mr. Gustafson      
would be eligible to receive a bonus based on a percentage of his base salary   
depending on the Company's performance based on EBITDA. Mr. Gustafson will be   
eligible to receive an annual bonus for future fiscal years of the Company      
based on such financial performance or other performance-related criteria as    
established by the Compensation and Nominating Committee after consultation     
with Mr. Gustafson. For information concerning actual bonuses earned by Mr.     
Gustafson, see the "Summary Compensation Table." Mr. Gustafson is also          
entitled to participate in any employee benefit plans in effect for, and to     
receive other fringe benefits provided to, other executive officers.            

Pursuant to and upon execution of the Employment Agreement, Mr. Gustafson was   
granted two (2) stock options, each to purchase 35,000 shares of Common Stock.  
One (1) stock option is exercisable in cumulative annual increments of one-     
third commencing on the first anniversary of the date of grant. The other       
stock option is exercisable in cumulative annual increments of one-third        
commencing on the second anniversary of the date of grant. In addition,         
Mr. Gustafson was granted a third stock option to purchase up to 75,000 shares  
of Common Stock dependent on the Company's financial performance for fiscal     
year 1996. The Company did not meet the financial performance targets and,      
therefore, no portion of this stock option became exercisable or will become    
exercisable in the future. Lastly, Mr. Gustafson was granted 35,000 restricted  
shares of Common Stock which could not be transferred, and were subject to      
forfeiture, until March 27, 1999.                                               

If Mr. Gustafson's employment is terminated by the Company for Cause, as        
defined in the Employment Agreement, or by Mr. Gustafson other than for Good    
Reason or Disability, as defined in the Employment Agreement, Mr. Gustafson     
will be paid all Accrued Compensation, as defined in the Employment Agreement,  
through the date of termination of employment. If Mr. Gustafson's employment    
with the Company is terminated by the Company for any reason other than for     
Cause, death or Disability, or by Mr. Gustafson for Good Reason, (i) Mr.        
Gustafson will be paid all Accrued Compensation plus 300% of his base salary    
(or 200% in the event that DPK, or a company in which DPK has a substantial     
interest, is the beneficial owner of the Company following a Change of          
Control) and the prorated amount of annual bonus that would have been payable   
to Mr. Gustafson with respect to the fiscal year in which Mr. Gustafson's       
employment is terminated, provided that the performance targets have been       
actually achieved as of the date of termination (unless such termination of     
employment follows a Change in Control, as defined in the Agreement, in which   
case Mr. Gustafson will receive a bonus equal to 50% of his base salary         
regardless of the Company's performance) ("Termination Compensation"), (ii)     
Mr. Gustafson will continue to receive life insurance, medical, dental and      
hospitalization benefits for a period of twenty-four (24) months following      
termination of employment, and (iii) all outstanding stock options and          
restricted shares of Common Stock will become immediately exercisable, vested   
and nonforfeitable. Under the Employment Agreement, with respect to any Change  
in Control that occurred prior to November 1, 2001, Mr. Gustafson has until     
thirty (30) days following the earlier to occur of (i) the date on which the    
Company has provided written notice of acceptance to the exchange offer agent   
with respect to the Exchange Offer (as defined in Amendment Number Three to     
the Employment Agreement); (ii) the effective date of the Plan (as defined in   
Amendment Number Three to the Employment Agreement) of the Company and Viskase  
under Chapter 11 of the United States Bankruptcy Code or the date on which the  
Company's and Viskase's bankruptcy is converted from a Chapter 11 proceeding    
to a Chapter 7 proceeding; or (iii) the closing date contained in any agreement 
related to the sale of substantially all of the assets of the Company and/or    
Viskase or the sale or other issuance of at least a majority of the stock of    
the Company or Viskase, to provide notice that he intends to terminate his      
employment for Good Reason because of such Change in Control.  With respect to  
any Change in Control occurring after November 1, 2001, Mr. Gustafson has one   
year after such Change in Control to terminate his Employment Agreement for     
Good Reason based upon such Change in Control.  During 2002, the Company        
entered into a Letter of Credit Agreement with Mr. Gustafson which requires     
the Company to secure and maintain a standby letter of credit in amount equal   
to the Accrued Compensation and Termination Compensation.                       

Pursuant to the Employment Agreement, Mr. Gustafson is generally prohibited     
during the term of the Agreement, and for a period of two (2) years             
thereafter, from competing with the Company, soliciting any customer of the     
Company or inducing or attempting to persuade any employee of the Company to    
terminate his or her employment with the Company in order to enter into         
competitive employment. For purposes of the Employment Agreement, the Company   
includes Viskase Companies, Inc. and any of its subsidiaries over which Mr.     
Gustafson exercised, directly or indirectly, any supervisory, management,       
fiscal or operating control during the term of the Employment Agreement.        

On August 30, 2001, Viskase entered into an employment agreement with Mr.       
Gustafson ("Viskase Employment Agreement"). The Viskase Employment Agreement    
was amended once during 2001 and once during 2002. The Viskase Employment       
Agreement is substantially similar to the Employment Agreement. Any benefits    
received by Mr. Gustafson under either employment agreement would be credited   
against benefits payable under the other employment agreement.                  

Employment Agreements with Gordon S. Donovan and Kimberly K. Duttlinger. On     
November 29, 2001, the Company and Viskase entered into employment agreements   
with Mr. Gordon S. Donovan and Ms. Kimberly K. Duttlinger ("Executive           
Employment Agreements"). Pursuant to the Executive Employment Agreement,        
Mr. Donovan has agreed to serve as Vice President, Chief Financial Officer      
and Treasurer of the Company and Viskase and Ms. Duttlinger has agreed to       
serve as Vice President, Secretary and General Counsel of the Company and       
Viskase, during the term of the Executive Employment Agreements. The initial    
term of the Executive Employment Agreements is approximately three (3) years    
ending December 31, 2004, provided, however, that on January 1, 2003 and each   
subsequent anniversary thereof, the term of the Executive Employment            
Agreements will be automatically extended for a period of one (1) year unless   
the Company or Mr. Donovan or Ms. Duttlinger gives written notice to the other  
at least thirty (30) days prior to the anniversary date that the term shall     
not be so extended.                                                             

Under the Executive Employment Agreements, Mr. Donovan and Ms. Duttlinger       
receive an annual base salary of at least $186,060 and $125,340, respectively.  
Mr. Donovan's and Ms. Duttlinger's base salary will be increased by the         
President of the Company each year in a manner consistent with increases in     
base salary for other senior officers of the Company. In addition, the          
Executive Employment Agreements provide that Mr. Donovan and Ms. Duttlinger     
are eligible to participate in the (i) Management Incentive Plan, a bonus       
program calculated as a percentage of his/her base salary depending on the      
Company's performance based on EBITDA and his/her personal performance; (ii)    
Non-Qualified Parallel Plan; (iii) Executive Auto Allowance Program; and, (iv)  
1993 Stock Option Plan and any replacement thereof. Mr. Donovan and Ms.         
Duttlinger are also entitled to participate in any employee benefit plans in    
effect for, and to receive other fringe benefits provided to, other executive   
officers.                                                                       

If Mr. Donovan's or Ms. Duttlinger's employment is terminated by the Company    
for Cause, as defined in the Executive Employment Agreements, or by Mr.         
Donovan or Ms. Duttlinger other than for Good Reason or Disability, as          
defined in the Executive Employment Agreements, Mr. Donovan or Ms. Duttlinger   
will be paid all Accrued Compensation, as defined in the Employment Agreement,  
through the date of termination of employment. If Mr. Donovan's or Ms.          
Duttlinger's employment with the Company is terminated by the Company for any   
reason other than for Cause, death or Disability, or by Mr. Donovan or Ms.      
Duttlinger for Good Reason, (i) Mr. Donovan or Ms. Duttlinger will be paid all  
Accrued Compensation plus 200% of his/her base salary and the prorated amount   
of annual bonus that would have been payable to Mr. Donovan or Ms. Duttlinger   
with respect to the fiscal year in which his/her employment is terminated,      
provided that the performance targets have been actually achieved as of the     
date of termination (unless such termination of employment follows a Change in  
Control, as defined in the Agreement, in which case Mr. Donovan will receive a  
bonus equal to 40% of his base salary regardless of the Company's performance   
and Ms. Duttlinger will receive a bonus equal to 35% of her base salary         
regardless of the Company's performance), (ii) Mr. Donovan and Ms. Duttlinger   
will continue to receive life insurance, medical, dental and hospitalization    
benefits for a period of twenty-four (24) months following termination of       
employment, and (iii) all outstanding stock options and restricted shares will  
become immediately exercisable, vested and nonforfeitable.                      

Pursuant to the Executive Employment Agreements, Mr. Donovan and Ms. Duttlinger 
are generally prohibited during the term of the Agreement, and for a period of  
two (2) years thereafter, from competing with the Company, soliciting any       
customer of the Company or inducing or attempting to persuade any employee of   
the Company to terminate his or her employment with the Company in order to     
enter into competitive employment. For purposes of the Executive Employment     
Agreements, the Company includes Viskase Companies, Inc. and any of its         
subsidiaries over which Mr. Donovan or Ms. Duttlinger exercised, directly or    
indirectly, any supervisory, management, fiscal or operating control during     
the term of the Executive Employment Agreements.                                

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         
--------------------------------------------------------------

The following table sets forth the beneficial ownership of Common Stock as of   
March 30, 2002 of (a) each person or group of persons known to the Company to   
beneficially own more than 5% of the outstanding shares of Common Stock, (b)    
each director and nominee for director of the Company, (c) each executive       
officer of the Company listed in the Summary Compensation Table above, and (d)  
all executive officers and directors of the Company as a group. All             
information is taken from or based upon ownership filings made by such          
persons with the Securities and Exchange Commission or upon information         
provided by such persons to the Company.                                        

                                                                [Download Table]

   Name and Address of                   Number of Shares            Percent    
   Beneficial Owner                      Beneficially Owned (1)     of Class (1)
   -------------------                   ----------------------     ------------
                                                                                
   Pacificor, Inc.                            5,000,000               32.64%    
   1575 N. Ontare Road                                                          
   Santa Barbara, CA 93105                                                      

   Steven L. Gevirtz                          3,495,652 (2)           22.62%    
   Katana Fund LLC                                                              
   Katana Capital Advisors LLC                                                  
   1859 San Leandro Lane                                                        
   Santa Barbara, California 93108                                              

   F. Edward Gustafson                        1,979,610 (3)(4)(5)     12.78%    
   625 Willowbrook Centre Parkway                                               
   Willowbrook, Illinois 60527                                                  

   Donald P. Kelly                            1,770,287 (3)           11.56%    
   701 Harger Road, Suite 190                                                   
   Oak Brook, Illinois 60523                                                    

   Volk Enterprises, Inc.                     1,300,000                8.50%    
   618 S. Kilroy                                                                
   Turlock, California 95380                                                    

   Robert N. Dangremond                          64,340 (6)                *    

   Gordon S. Donovan                            108,260 (5)(7)             *    

   Kimberly K. Duttlinger                        40,306 (8)                *    

   Gregory R. Page                               34,150 (6)                *    

   All directors and executive officers                                         
   of the Company as a group (5 persons)      2,226,666 (9)           14.26%    
_________________________                                                       
-------------------------                                                       

*  Less than 1%.                                                                

(1)  Beneficial ownership is calculated in accordance with Section 13(d) of     
   the Securities Exchange Act of 1934 and the rules promulgated thereunder.
 Accordingly, the "Number of Shares Beneficially Owned" and the "Percent
of Class" shown for each person listed in the table are based on the  
 assumption that stock options which are exercisable currently or within
60 days of March 30, 2002, held by such person, have been exercised.  
Unless otherwise indicated, the persons listed in the table have sole 
   voting and investment power over those securities listed for such person.

(2)  Katana Capital Advisors, LLC manages the Katana Fund LLC and therefore is  
deemed to indirectly own the shares owned by the Katana Fund LLC.     

(3)  The ownership indicated includes 70,287 shares owned by DPK, of which      
Mr. Kelly and Mr. Gustafson are principals and officers. The general  
  partner of DPK is C&G Management Company, Inc. ("C&G Management"), which
is owned by Mr. Kelly and Mr. Gustafson. The ownership indicated also 
  includes 1,300,000 shares owned by Volk Enterprises, Inc. ("Volk"). Volk
is controlled by Volk Holdings L.P., whose general partner is Wexford 
Partners I L.P. ("Wexford Partners"). The general partner of Wexford  
Partners is Wexford Corporation, which is owned by Mr. Kelly and Mr.  
  Gustafson. Mr. Kelly and Mr. Gustafson share voting and investment power
over the shares owned by DPK and Volk. However, Mr. Kelly and Mr.     
 Gustafson each disclaim beneficial ownership of shares owned by DPK and
  Volk except to the extent of their respective pecuniary interest in such
entities.                                                             

(4)  The ownership indicated includes 170,000 shares subject to stock options   
owned by Mr. Gustafson. The ownership indicated also includes 70,619  
shares owned by Mr. Gustafson's spouse. Mr. Gustafson does not have or
  share voting or investment power over the shares owned by his spouse and
disclaims beneficial ownership of such shares.                        

(5)  The ownership indicated also includes 218,000 and 2,998 shares acquired    
by Messrs. Gustafson and Donovan, respectively, pursuant to the Non-  
Qualified Plan.                                                       

(6)  The ownership indicated includes 7,000 shares subject to stock options     
owned by each of Messrs. Dangremond and Page.                         

(7)  The ownership indicated includes 79,000 shares subject to stock options    
   owned by Mr. Donovan, 8,000 shares held by Mr. Donovan as trustee for the
   benefit of his spouse, with whom Mr. Donovan shares voting and investment
power over such shares and 1,000 shares owned by Mr. Donovan's spouse.
Mr. Donovan does not have or share voting power over the 1,000 shares 
owned by his spouse. Mr. Donovan disclaims beneficial ownership of the
shares held by him as trustee and the shares owned by his spouse.     

(8)  The ownership indicated includes 40,000 shares subject to stock option     
owned by Ms. Duttlinger.                                              

(9)  See Footnotes (3), (4), (5), (6), (7) and (8).                             

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         
----------------------------------------------                

During 2001, the Company purchased product in the ordinary course of business   
and on arm's-length terms from affiliates of DPK, including Volk, in the        
amounts of approximately $377,000. Donald P. Kelly, a beneficial owner of       
greater than 5% of the outstanding shares of Common Stock, and Mr. Gustafson,   
a beneficial owner of greater than 5% of the outstanding shares of Common       
Stock and the Chairman, Chief Executive Officer and President of the Company,   
are executive officers and limited partners of DPK. Volk is an owner of         
greater than 5% of the outstanding shares of Common Stock.                      

During 2001, Viskase Corporation, a wholly owned subsidiary of the Company,     
had sales of $689,000 to Cargill, Inc. and its affiliates. Such sales were      
made in the ordinary course of business. Gregory R. Page, President and Chief   
Operating Officer of Cargill, Inc., is a director of the Company.               

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.                           

                             VISKASE COMPANIES, INC.
                             -----------------------
                  (Registrant)

                                    By: --------------------------
                                 F. Edward Gustafson
                                       Chairman, Chief Executive
                                   Officer and President

                                    By: --------------------------
                               Gordon S. Donovan
                                             Vice President, Chief Financial
                                   Officer and Treasurer

Date:  April 30, 2002                                                           

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 30th day of April 2002.      

------------------------------                 -------------------------------  
F. Edward Gustafson                            Gordon S. Donovan                
Chairman of the Board, Chief                   Vice President, Chief Financial  
Executive Officer and President                Officer and Treasurer            
(Principal Executive Officer)                  (Principal Financial and         
                                 Accounting Officer)

------------------------------                 -------------------------------  
Robert N. Dangremond (Director)                Gregory R. Page (Director)       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		12/31/04		3					10-K
		10/27/03		3
		1/1/03		3
		8/31/02		3
Filed on:		5/1/02							10-K/A,  NT 10-K/A
		4/30/02		4
		3/30/02		4
		3/28/02		1
For Period End:		12/31/01		1		3			10-K,  10-K/A,  11-K,  NT 10-K/A
		11/29/01		3
		11/1/01		3
		9/1/01		3
		8/30/01		3
		3/27/99		3
		3/26/97		3
		3/27/96		3					10-K
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