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) March 17, 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 File No.) (IRS Employer
of Incorporation) 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))
Item 8.01 Other Events.
On March 17, 2006, American Biltrite Inc.'s majority-owned subsidiary Congoleum
Corporation ("Congoleum") filed a further modified plan of reorganization,
disclosure statement and related documents with the Bankruptcy Court. Copies of
the Eighth Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of Congoleum Corporation, et al., dated as of March 17, 2006,
and the proposed Disclosure Statement with respect to that modified plan of
reorganization, are attached hereto as Exhibits 99.1 and 99.2, respectively, and
are incorporated herein by reference.
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 modified Chapter 11 plan of
reorganization in a timely manner or at all. Any alternative plan of
reorganization pursued by Congoleum or any other party in interest or confirmed
by the bankruptcy court could vary significantly from the version of the plan
currently being pursued by Congoleum, and there can be no assurance as to how
the equity interests of Congoleum, including shares of Congoleum common stock
owned by American Biltrite Inc., and American Biltrite Inc.'s intercompany
arrangements with and claims against Congoleum ultimately will be treated under
any Congoleum plan of reorganization that may be confirmed in the Chapter 11
case. Furthermore, the estimated costs and contributions required to confirm and
to effect the proposed modified 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; (iii) costs relating to the execution and
implementation of any plan of reorganization pursued by Congoleum or relating to
any other plan of reorganization proposed by any other party in interest; (iv)
timely reaching 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 Congoleum's proposed plan of reorganization; (vi) 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; (vii)
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; (viii) timely obtaining sufficient creditor and court
approval of any reorganization plan and the court overruling any objections to
the plan that may be filed; (ix) developments in, costs associated with and the
outcome of insurance coverage litigation pending in New Jersey State Court
involving Congoleum and certain insurers; (x) the extent to which Congoleum is
able to obtain reimbursement for costs it incurs in connection with the
insurance coverage litigation; (xi) compliance with the Bankruptcy Code,
including section 524(g); and (xii) developments in, and the outcome of,
proposed federal legislation that, if adopted, would establish a national trust
to provide compensation to victims of asbestos-related injuries that would be
funded in part by assessments against companies with asbestos-related
liabilities such as American Biltrite Inc. and Congoleum.
In addition, in view of American Biltrite Inc.'s relationships with Congoleum,
American Biltrite Inc. could be affected by Congoleum's negotiations, 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
its anticipated 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. In addition, any Congoleum plan of
reorganization that significantly dilutes or otherwise reduces American Biltrite
Inc.'s equity interest in Congoleum or which treats American Biltrite Inc.'s
intercompany arrangements with and claims against Congoleum in a manner adverse
to American Biltrite Inc. 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 American
Biltrite Inc.'s 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,
2004 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 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 Proposed Disclosure Statement with respect to the 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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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: March 22, 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 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 Proposed Disclosure Statement with respect to the 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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