UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 2006
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AMERICAN BILTRITE INC.
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(Exact name of registrant as specified in charter)
Delaware 1-4773 04-1701350
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
57 River Street, Wellesley Hills, Massachusetts 02481-2097
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(Address of principal executive offices, including zip code)
(781) 237-6655
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On May 15, 2006, American Biltrite Inc.'s majority-owned subsidiary Congoleum
Corporation ("Congoleum") filed an amended proposed Disclosure Statement, Plan
Trust Agreement and Trust Distribution Procedures with respect to Congoleum's
Eighth Modified Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code, dated as of March 17, 2006, with the Bankruptcy Court. The amended
proposed Disclosure Statement, Plan Trust Agreement and Plan Trust Distribution
Procedures are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively,
and are incorporated by reference herein.
On December 31, 2003, Congoleum filed a voluntary petition with the United
States Bankruptcy Court for the District of New Jersey (Case No. 03-51524)
seeking relief under Chapter 11 of the United States Bankruptcy Code as a means
to resolve claims asserted against it related to the use of asbestos in its
products decades ago.
Forward-Looking Statements
Some of the information presented in this Current Report on Form 8-K constitutes
"forward-looking statements," within the meaning of the Private Securities
Litigation Reform Act of 1995, that involve risks, uncertainties and
assumptions. These forward-looking statements are based on American Biltrite
Inc.'s expectations, and American Biltrite Inc.'s understanding of Congoleum's
expectations, as of the date of this report, of future events, and American
Biltrite Inc. undertakes no obligation to update any of these forward-looking
statements except as required by the federal securities laws. Although American
Biltrite Inc. believes that these expectations are based on reasonable
assumptions, within the bounds of its knowledge of its business and operations,
there can be no assurance that actual results will not differ materially from
its expectations. Readers are cautioned not to place undue reliance on any
forward-looking statements. There can be no assurance that Congoleum will be
successful in obtaining confirmation of its proposed amended Chapter 11 plan of
reorganization in a timely manner or at all.
Any alternative plan of reorganization pursued by Congoleum or confirmed by the
bankruptcy court could vary significantly from the version of the plan currently
being pursued by Congoleum, including with respect to the matters described in
this report. Furthermore, the estimated costs and contributions required to
confirm and to effect the proposed amended plan of reorganization or an
alternative plan could be significantly greater than currently estimated. Any
plan of reorganization pursued by Congoleum will be subject to numerous
conditions, approvals and other requirements, including bankruptcy court
approvals, and there can be no assurance that such conditions, approvals and
other requirements will be satisfied or obtained.
Some additional factors that could cause actual results to differ from
Congoleum's and American Biltrite Inc.'s objectives for resolving asbestos
liability include: (i) the future cost and timing of estimated asbestos
liabilities and payments; (ii) the availability of insurance coverage and
reimbursement from insurance companies that underwrote the applicable insurance
policies for asbestos-related claims, including insurance coverage and
reimbursement for asbestos claimants under Congoleum's proposed modified plan,
which certain insurers have objected to in Bankruptcy Court and are litigating
in New Jersey State Court, or any other plan of reorganization; (iii) costs
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relating to the execution and implementation of any plan of reorganization
pursued by Congoleum or relating to any other plan or reorganization proposed by
any other party in interest; (iv) timely reaching an agreement with other
creditors, or classes of creditors, that exist or may emerge; (v) satisfaction
of the conditions and obligations under American Biltrite Inc.'s and Congoleum's
respective outstanding debt instruments, and amendment of those outstanding debt
instruments, as necessary, to permit Congoleum and American Biltrite Inc. to
satisfy their obligations under any plan of reorganization and to make certain
covenants in those debt instruments less restrictive; (vi) the extent to which
American Biltrite Inc.'s equity interest in Congoleum is diluted or otherwise
reduced in connection with any plan of reorganization; (vii) the response from
time-to-time of American Biltrite Inc.'s and Congoleum's lenders, customers,
suppliers and other constituencies to the Chapter 11 process and related
developments arising from the strategy to settle asbestos liability; (viii)
Congoleum's ability to maintain debtor-in-possession financing sufficient to
provide it with funding that may be needed during the pendency of its Chapter 11
case and to obtain exit financing sufficient to provide it with funding that may
be needed for its operations after emerging from the bankruptcy process, in each
case, on reasonable terms; (ix) timely obtaining sufficient creditor and court
approval of any reorganization plan and the court overruling any objections to
the plan that may be filed; (x) developments in, costs associated with and the
outcome of insurance coverage litigation pending in New Jersey State Court
involving Congoleum and certain insurers; (xi) the extent to which Congoleum is
able to obtain reimbursement for costs it incurs in connection with the
insurance coverage litigation; (xii) the impact any adopted federal legislation
addressing asbestos personal injury claims may have on American Biltrite Inc.'s
and Congoleum's businesses, results of operations or financial conditions;
(xiii) compliance with the Bankruptcy Code, including section 524(g); (xiv) the
possible adoption of another party in interest's proposed plan of reorganization
which may prove to be unfeasible; and (xv) the ability of American Biltrite Inc.
to timely replace or refinance its secured credit facility, which expires on
September 30, 2006. In addition, in view of American Biltrite Inc.'s
relationships with Congoleum, American Biltrite Inc. could be affected by
Congoleum's negotiations regarding its pursuit of a plan or reorganization, and
there can be no assurance as to what that impact, positive or negative, might
be. In any event, the failure of Congoleum to obtain confirmation and
consummation of a Chapter 11 plan of reorganization would have a material
adverse effect on Congoleum's business, results of operations or financial
condition and could have a material adverse effect on American Biltrite Inc.'s
business, results of operations or financial condition. Other factors that could
cause or contribute to actual results differing from its expectations include
those factors discussed in American Biltrite Inc.'s other filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended December 31, 2005, its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006 and its subsequent filings.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 Amended Proposed Disclosure Statement with respect to Eighth
Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of Congoleum Corporation, et al., dated as of
March 17, 2006.
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99.2 Congoleum Plan Trust Agreement.
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99.3 Congoleum Plan Trust Distribution Procedures.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 19, 2006 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Amended Proposed Disclosure Statement with respect to Eighth
Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of Congoleum Corporation, et al., dated as of
March 17, 2006.
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99.2 Congoleum Plan Trust Agreement.
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99.3 Congoleum Plan Trust Distribution Procedures.
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