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) February 5, 2008
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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 February 5, 2008, a joint plan of reorganization (the "Joint Plan") for
Congoleum Corporation ("Congoleum"), a majority-owned subsidiary of American
Biltrite Inc. ("American Biltrite"), was filed with the United States Bankruptcy
Court for the District of New Jersey in the Chapter 11 proceedings of Congoleum.
The Joint Plan was filed by the future claimants' representative, Congoleum and
Congoleum's debtor subsidiaries, the official asbestos claimants' committee, and
the official committee of bondholders. A hearing to consider the adequacy of the
disclosure statement respecting the Joint Plan is scheduled for February 14,
2008.
Under the terms of the Joint Plan, new shares of reorganized Congoleum will be
issued to a trust for the benefit of asbestos claimants and to Congoleum's
bondholders when the Joint Plan takes effect. Existing Class A and Class B
common shares of Congoleum would be cancelled and holders of those shares,
including American Biltrite, would not receive anything on account of their
cancelled shares. American Biltrite currently includes Congoleum in its
consolidated financial results, but would cease doing so upon loss of its
controlling interest.
The Joint Plan also includes certain terms that would govern an intercompany
settlement and ongoing intercompany arrangements among American Biltrite and its
subsidiaries and reorganized Congoleum which would be effective when the Joint
Plan takes effect and would have a term of two years. Those intercompany
arrangements include the provision of management services by American Biltrite
to reorganized Congoleum and other business relationships substantially
consistent with their traditional relationships. The Joint Plan provides that
the final terms of the intercompany arrangements among American Biltrite and its
subsidiaries and reorganized Congoleum will be memorialized in a new agreement
to be entered into by reorganized Congoleum and American Biltrite in form and
substance mutually agreeable to the future claimants' representative, the
official committee of bondholders, the official asbestos claimants' committee
and American Biltrite.
The foregoing description of the Joint Plan does not purport to be complete,
does not address all the matters impacting Congoleum and American Biltrite under
that plan and is subject to, and qualified in its entirety by, the Joint Plan,
including the Intercompany Term Sheet which is attached to the Joint Plan as
Exhibit C, and the proposed Disclosure Statement relating thereto. Copies of the
Joint Plan, the proposed Disclosure Statement and the Intercompany Term Sheet
are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are
incorporated by reference herein. Readers should refer to the Joint Plan,
including the Intercompany Term Sheet which is attached to the Joint Plan as
Exhibit C, and proposed Disclosure Statement for details of the Joint Plan,
including treatment of American Biltrite's claims and interests, and other
business relationships with Congoleum.
On December 31, 2003, Congoleum Corporation 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.
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Warning About 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's
expectations, and American Biltrite's understanding of Congoleum's expectations,
as of the date of this report, of future events, and American Biltrite
undertakes no obligation to update any of these forward-looking statements
except as required by the federal securities laws. Although American Biltrite
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 a plan of reorganization for
Congoleum will be confirmed in a timely manner or at all. In addition, there can
be no assurance that American Biltrite, Congoleum and other applicable Congoleum
constituencies will be able to reach agreement on the terms of any management
services proposed to be provided by American Biltrite to reorganized Congoleum
or any other proposed business relationships among American Biltrite and its
affiliates and reorganized Congoleum. Any plan of reorganization for Congoleum
that may be confirmed may have terms that differ significantly from the terms
contemplated by the version of the plan referred to in this report, including
with respect to any management services that may be provided by American
Biltrite to reorganized Congoleum and American Biltrite's claims and interests
and other business relationships with reorganized Congoleum.
Some additional factors that could cause actual results to differ from
Congoleum's and American Biltrite'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 any plan of reorganization for Congoleum, which certain
insurers have objected to in Bankruptcy Court and are litigating in New Jersey
State Court; (iii) the costs relating to the execution and implementation of any
plan of reorganization for Congoleum; (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's and Congoleum's
outstanding debt instruments, and amendment of those outstanding debt
instruments, as necessary, to permit Congoleum and American Biltrite to satisfy
their obligations under any plan of reorganization for Congoleum; (vi) the
response from time-to-time of the lenders, customers, suppliers and other
constituencies of American Biltrite and Congoleum to the ongoing process arising
from Congoleum's strategy to settle its 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
(including the results of any relevant appeals) of any reorganization plan for
Congoleum, and the court overruling any objections to that plan that may be
filed; (ix) costs of, developments in, and the outcome of insurance coverage
litigation pending in New Jersey State Court involving Congoleum and certain
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insurers; (x) the impact any adopted federal legislation addressing asbestos
claims may have on American Biltrite's and Congoleum's businesses, results of
operations or financial conditions; (xi) compliance with the Bankruptcy Code,
including section 524(g); and (xii) the possible adoption of another party in
interest's proposed plan of reorganization which may prove to be unfeasible.
In addition, in view of American Biltrite's relationships with Congoleum,
American Biltrite 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'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's other
filings with the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the fiscal year ended December 31, 2006, its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007 and its subsequent
filings.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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EXHIBIT NO. DESCRIPTION
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99.1 Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008, not
including the exhibits thereto with the exception of
Exhibit C, which is included herein as Exhibit 99.3
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99.2 Proposed Disclosure Statement with respect to the Joint
Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008, not
including the exhibits thereto with the exception of
Exhibit A, which is included herein as Exhibit 99.1
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99.3 Intercompany Term Sheet, which is Exhibit C to the Joint
Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008
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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: February 11, 2008 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
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Exhibit Index
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EXHIBIT NO. DESCRIPTION
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99.1 Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008, not
including the exhibits thereto with the exception of
Exhibit C, which is included herein as Exhibit 99.3
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99.2 Proposed Disclosure Statement with respect to the Joint
Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008, not
including the exhibits thereto with the exception of
Exhibit A, which is included herein as Exhibit 99.1
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99.3 Intercompany Term Sheet, which is Exhibit C to the Joint
Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of the Futures Representative, the
Debtors, the Official Asbestos Claimants' Committee and
the Official Committee of Bondholders for Congoleum
Corporation, et al., dated as of February 5, 2008
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