SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 1-4773
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2002
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For Transition Period Ended: Not applicable
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: American Biltrite Inc.
Former name, if applicable:
Address of principal executive office: 57 River Street
City, state and zip code: Wellesley Hills, Massachusetts 02481-2097
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR,
|X| or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by
Rule 12b- 25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
American Biltrite Inc. (the "Company") cannot timely file its Annual Report on
Form 10-K (the "Form 10-K") for the fiscal year ended December 31, 2002
without unreasonable effort and expense.
As has been previously disclosed, the Company's majority-owned subsidiary
Congoleum Corporation ("Congoleum") is a named defendant in thousands of cases
alleging personal injury or death from exposure to asbestos or
asbestos-containing products. Due to the increasing number of claims being
brought against companies which formerly produced products that contained
asbestos, including Congoleum, the increased number of insolvencies of
companies which are named defendants in many of these cases, the increased
number of insolvencies of insurance carriers which underwrote insurance
policies that provided for coverage for asbestos-related liabilities,
including Congoleum's insurance carriers, and the application or potential
application by courts of the legal theory of joint and several liability which
requires solvent defendants to fund the liabilities assessed on the insolvent
co-defendants even though the solvent defendants may have been found only
partly responsible for the plaintiffs' injuries, Congoleum has experienced a
significant increased exposure for asbestos liability. Assessing the amount of
that liability was dependant on numerous variables, including whether
Congoleum would pursue a global settlement of all asbestos personal injury
claims against it and attempt to implement that settlement through a Chapter
11 reorganization seeking confirmation of a pre- packaged plan. On March 31,
2003, Congoleum reached an agreement in principle with attorneys representing
more than 75% of the known present claimants with asbestos claims pending
against it. When consummated, that agreement will result in a global
settlement of more than 75% of the asbestos personal injury claims pending
against Congoleum. That agreement in principle also contemplates a Chapter 11
reorganization seeking confirmation of a pre-packaged plan that would leave
non- asbestos creditors unimpaired and would resolve all pending and future
personal injury asbestos claims against Congoleum and its distributors and
affiliates, including the Company.
Reaching that agreement in principle had significant effects upon Congoleum's
2002 financial statements and related disclosure. Although Congoleum has now
completed its assessment of its asbestos liability, the Company has not yet
finalized its consolidated financial statements and related disclosure to
properly reflect the impact of this assessment and the agreement in principle.
The Company includes Congoleum in its consolidated financial statements, and
liabilities of Congoleum comprise the majority of the liabilities reported on
the Company's consolidated balance sheet. The determination of Congoleum's
asbestos liability impacts the Company's financial statements, the notes to
the financial statements and other items in the Form 10-K, including those
regarding legal proceedings and management's discussion and analysis of
financial condition and results of operations. The Company expects to file its
Form 10-K by April 15, 2003.
Certain of the statements made in this notification constitute
"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 the Company's, and
its majority-owned subsidiary Congoleum's, expectations, as of the date of
this notification, of future events, and the Company undertakes no obligation
to update any of these forward looking statements. Although the Company
believes that these expectations are based on reasonable assumptions, within
the bounds of its knowledge of its business and experience, 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. Factors that could cause or contribute to the
Company's actual results differing from its expectations include those factors
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, Congoleum's Annual Report on Form 10-K for the year ended
December 31, 2001, the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, Congoleum's quarterly report on Form 10-Q for the
quarter ended September 30, 2002, the Company's Current Report on Form 8-K
filed on or about April 1, 2003, Congoleum's Current Report on Form 8-K filed
on or about April 1, 2003 and their other filings with the Securities and
Exchange Commission.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Howard N. Feist III (781) 237-6655
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report (s) been filed? If the
answer is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Consolidated net sales for the year ended December 31, 2002 were $442.0
million, up 7.6% from $410.7 in 2001. The Company's consolidated net loss for
2002 was $16.7 million, including a $7.7 million or $2.25 per share goodwill
accounting impairment charge and a $16.8 million charge at the consolidated
level for the charge taken by Congoleum to resolve asbestos liabilities
through a plan of reorganization. This compares with the Company's
consolidated net earnings of $2.8 million for the year ended December 31,
2001. The Company's consolidated net loss per share in 2002 was $4.84 compared
with consolidated net earnings of $ .82 per share in 2001.
American Biltrite Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2003 By: /s/ Howard N. Feist III
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Howard N. Feist III
Chief Financial Officer