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
January 29, 2004
Date of Report (Date of earliest event reported)
AMERICAN BILTRITE INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-4773
Delaware 04-1701350
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
57 River Street
Wellesley Hills, Massachusetts 02481-2097
(Address of principal executive office)
Registrant's telephone number, including area code: (781) 237-6655
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 29, 2004, American Biltrite Inc. (the "Company") and its
majority-owned subsidiary K&M Associates L.P. ("K&M") entered into an amendment
(the "Fleet Amendment") to its existing credit agreement (as so amended, the
"Amended Credit Agreement") with Fleet National Bank ("Fleet"). Prior to the
consummation of the Fleet Amendment, Citizens Bank of Massachusetts assigned
its interests in and to its rights and obligations under the credit agreement
to Fleet, resulting in Fleet becoming the sole lender under the credit
agreement. The Fleet Amendment, among other things, amended certain financial
covenants that the Company and K&M were subject to under the existing credit
agreement. The amount of borrowings that may be outstanding at any time under
the Amended Credit Agreement may not exceed $20 million, and this borrowing cap
may be subject to reduction from time to time if the borrowing base under the
Amended Credit Agreement is less than $20 million. The Amended Credit Agreement
expires on December 31, 2004.
Also on January 29, 2004, the Company, K&M and The Prudential Insurance Company
of America ("Prudential") entered into an amendment (the "Prudential
Amendment") to the Note Purchase and Private Shelf Agreement and Facility
Guarantee, dated as of August 28, 2001 (as previously amended, the "Note
Purchase Agreement"). The Prudential Amendment, among other things, revised
certain financial and other covenants under the Note Purchase Agreement,
consistent with the amendments to the financial covenants under the Amended
Credit Agreement made by the Fleet Amendment. Pursuant to the Prudential
Amendment, the Company must enter into a definitive commitment by November 14,
2004 relating to the replacement or refinancing of not less than $15 million of
the facilities under the Amended Credit Agreement to be effective by December
31, 2004, on terms substantially similar to the Amended Credit Agreement and
with a maturity of not less than one year.
The Prudential Amendment and the Fleet Amendment are filed hereto as Exhibits
4.1 and 10.1, respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Exhibits
-------- --------
4.1 Amendment No. 5 to Note Purchase and Private Shelf
Agreement and Facility Guarantee, dated as of January
29, 2004, among American Biltrite Inc., K&M Associates
L.P. and The Prudential Insurance Company of America
10.1 Amendment No. 1 to Credit Agreement, dated as of
January 29, 2004, among American Biltrite Inc., K&M
Associates L.P. and Fleet National Bank
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.
AMERICAN BILTRITE INC.
Date: February 2, 2004 By /s/ Howard N. Feist III
------------------------
Howard N. Feist III
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibits
------- --------
4.1 Amendment No. 5 to Note Purchase and Private Shelf
Agreement and Facility Guarantee, dated as of January
29, 2004, among American Biltrite Inc., K&M Associates
L.P. and The Prudential Insurance Company of America
10.1 Amendment No. 1 to Credit Agreement, dated as of
January 29, 2004, among American Biltrite Inc., K&M
Associates L.P. and Fleet National Bank