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
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Date
of Report (Date of earliest event reported) December 9,
2009
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AMERICAN
BILTRITE INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-4773
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04-1701350
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(State
or other jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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57
River Street, Wellesley Hills, Massachusetts 02481-2097
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(Address
of principal executive offices, including zip
code)
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(781)
237-6655
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(Registrant's
telephone number, including area
code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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
December 9, 2009, American Biltrite Inc.'s majority owned subsidiary Congoleum
Corporation ("Congoleum") issued a press release reporting that the United
States District Court for the District of New Jersey, the court that is
presiding over Congoleum's chapter 11 bankruptcy case, adjourned the hearing on
the disclosure statement with respect to the pending Second Amended Joint Plan
of Reorganization for Congoleum, which had been scheduled for December 7,
2009. The adjournment of that meeting date had been jointly requested
by Congoleum and the other plan proponents, the Official Committee of
Bondholders and the Asbestos Claimants' Committee. As part of that
request, Congoleum and the other plan proponents requested a revised hearing
date in the first two weeks of January. A revised hearing date has
not yet been set.
It was further noted in that press release that Congoleum and the other plan
proponents are actively engaged in settlement negotiations with the Congoleum
insurers that have not previously settled their coverage disputes with
Congoleum.
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. On August 17, 2009, the District Court withdrew
Congoleum's chapter 11 case from the Bankruptcy Court and assumed authority over
the proceedings.
Warning
About Forward-Looking Statements and Certain Risks
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. Any or all
of these statements may turn out to be incorrect. Readers are
cautioned not to place undue reliance on any forward-looking statements. Actual
results could differ significantly as a result of various
factors. Any forward-looking statements made in this Current Report
on Form 8-K speak only as of the date of such statement. It is not
possible to predict or identify all factors that could potentially cause actual
results to differ materially from expected and historical
results. For example, in this report it is noted that Congoleum's
press release reported that Congoleum and other plan proponents are actively
engaged in settlement negotiations with the Congoleum insurers that have not
previously settled their coverage disputes with Congoleum, which may imply that
an agreement will be reached and that Congoleum's insurers may support a plan of
reorganization for Congoleum. However, there can be no assurances any
such agreement will be reached. Congoleum insurers have contested
prior plans of reorganization for Congoleum and are in litigation with Congoleum
in New Jersey state court regarding insurance coverage matters under Congoleum's
insurance policies. There can be no assurance that the Second Amended
Joint Plan of Reorganization for Congoleum or any other plan of reorganization
that may be submitted to the District Court will receive the acceptances
necessary for confirmation, that the conditions to any such plan will be
satisfied or waived, that such plan will timely receive necessary court
approvals, that such plan will be confirmed, that such plan, if confirmed, will
become effective, or that Congoleum will have sufficient funds to pay for
completion of legal proceedings with respect to its chapter 11 case, including
continued litigation over any plan of reorganization and the state court
insurance coverage litigation that Congoleum has been involved in with certain
of its insurers.
Some
additional factors that may 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 any proposed plan of reorganization
for Congoleum, which certain insurers have objected to in the applicable courts
adjudicating Congoleum's chapter 11 case 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 Inc.'s and Congoleum's
outstanding debt instruments, and amendment or waiver of those outstanding debt
instruments, as necessary, to permit Congoleum and American Biltrite Inc. to
satisfy their obligations under any plan of reorganization for Congoleum; (vi)
the response from time-to-time of the lenders, customers, suppliers, holders of
Congoleum's Senior Notes, and other creditors and constituencies to the chapter
11 process and related developments arising from the strategy to resolve
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 the 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 insurers; (x) the impact any
adopted federal legislation addressing asbestos claims may have on American
Biltrite Inc.'s and Congoleum's businesses, results of operations or financial
conditions; (xi) compliance with the United States Bankruptcy Code, including
section 524(g); and (xii) the possible adoption of another party's plan of
reorganization, which may prove to be unfeasible.
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, 2008, its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009, and its subsequent filings.
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.
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Date: December
11, 2009
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AMERICAN
BILTRITE INC.
By:
/s/ Howard N.
Feist III____
Name: Howard
N. Feist III
Title: Chief
Financial Officer
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