eps3698.htm
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) January 28,
2010
|
|
|
|
AMERICAN
BILTRITE INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
Delaware
|
|
1-4773
|
|
04-1701350
|
|
(State
or other jurisdiction of Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification No.)
|
|
57
River Street, Wellesley Hills, Massachusetts 02481-2097
|
|
(Address
of principal executive offices, including zip
code)
|
|
(781)
237-6655
|
|
(Registrant's
telephone number, including area
code)
|
|
Not
Applicable
|
|
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
8.01 OTHER EVENTS
American
Biltrite Inc.’s majority owned subsidiary Congoleum Corporation (“Congoleum”) on
January 28, 2010 filed a motion seeking the approval of the United States
District Court for the District of New Jersey (the “District Court”) for
settlement agreements with nine insurance groups and the New Jersey insurance
guaranty associations. American Biltrite Inc. has consented to certain terms of
the settlement agreements that relate to American Biltrite Inc. The settlement
agreements are subject to the approval of the District Court and other
conditions. Subject to various requirements set forth in the settlement
agreements and the approval of the District Court, the insurance companies will
pay $100 million to settle certain policies issued to Congoleum and such amount
will be paid to a plan trust that would be established upon effectiveness of the
plan of reorganization for Congoleum should the District Court confirm such a
plan pursuant to section 524(g) of the United States Bankruptcy Code, and of
which amount, $97 million will be available for the payment of asbestos claims.
A hearing on the motion has been scheduled for February 19, 2010.
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, there can be no
assurance that the District Court will approve the motion seeking its approval
of the settlement agreements. There can be no assurance that the currently
proposed 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.
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 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 their representatives, 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.
|
Date: February
2, 2010
|
AMERICAN
BILTRITE INC.
By:
_/s/ Howard N.
Feist III__________
Name: Howard
N. Feist III
Title: Chief
Financial Officer
|