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) October 20, 2005
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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 (IRS Employer
of Incorporation) File No.) 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.
American Biltrite Inc.'s majority-owned subsidiary Congoleum Corporation
("Congoleum") announced on October 20, 2005 that the law firm of Gilbert Heintz
& Randolph LLP ("Gilbert Heintz") will be withdrawing as Congoleum's insurance
coverage counsel by mutual agreement of Congoleum and Gilbert Heintz following
the recent United States Third Circuit Court of Appeals' ruling that Gilbert
Heintz had other representations which were in conflict with its representation
of Congoleum. Congoleum further announced that it will be retaining the firm of
Covington & Burling to represent Congoleum in Congoleum's insurance coverage
litigation and insurance settlement matters previously handled by Gilbert
Heintz. The transition is subject to Bankruptcy Court approval. The New Jersey
firm of Dughi, Hewit & Palatucci, P.C. will continue to serve as co-counsel in
Congoleum's insurance coverage litigation.
Congoleum also announced that, because of the time required to make the
transition of counsel and to make any further modifications to Congoleum's
proposed plan of reorganization that may be appropriate in light of the Third
Circuit Court of Appeals' ruling, Congoleum has asked the Bankruptcy Court to
postpone Congoleum's deadline for submission of a revised plan until December 5,
2005. Congoleum further stated that it expects to request a lengthier
adjournment in its insurance coverage case to facilitate the counsel transition.
Congoleum also stated that it remains hopeful that it will have a plan confirmed
in the first half of 2006.
Interested parties should refer to the documents that will be filed by Congoleum
for a complete description of the modified plan.
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.
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
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. Readers are cautioned not to place undue reliance on any
forward-looking statements. There can be no assurance that Congoleum will be
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successful in obtaining confirmation of its proposed amended Chapter 11 plan of
reorganization in a timely manner or at all. Any alternative plan of
reorganization pursued by Congoleum or confirmed by the bankruptcy court could
vary significantly from the version of the plan currently being pursued by
Congoleum, including with respect to the matters described in this report.
Furthermore, the estimated costs and contributions required to confirm and to
effect the proposed amended plan of reorganization or an alternative plan could
be significantly greater than currently estimated. Any plan of reorganization
pursued by Congoleum will be subject to numerous conditions, approvals and other
requirements, including bankruptcy court approvals, and there can be no
assurance that such conditions, approvals and other requirements will be
satisfied or obtained.
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 Congoleum and American Biltrite Inc. for asbestos-related claims;
(iii) costs relating to the execution and implementation of any plan of
reorganization pursued by Congoleum; (iv) timely reaching an agreement with
other creditors, or classes of creditors, that exist or may emerge; (v) American
Biltrite Inc.'s and Congoleum's satisfaction of the conditions and obligations
under their respective outstanding debt instruments, and amendment of those
outstanding debt instruments, as necessary, to permit Congoleum and American
Biltrite Inc. to satisfy their obligations under Congoleum's proposed plan of
reorganization; (vi) the response from time-to-time of American Biltrite Inc.'s
and Congoleum's lenders, customers, suppliers and other constituencies to the
Chapter 11 process and related developments arising from the strategy to settle
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 of any reorganization plan;
(ix) developments in and the outcome of insurance coverage litigation pending in
New Jersey State Court involving Congoleum and certain insurers; (x)
developments in, and the outcome of, proposed federal legislation that, if
adopted, would establish a national trust to provide compensation to victims of
asbestos-related injuries that would be funded in part by assessments against
companies with asbestos-related liabilities such as American Biltrite Inc. and
Congoleum; and (xi) compliance with the Bankruptcy Code, including section
524(g). In addition, in view of American Biltrite Inc.'s relationships with
Congoleum, American Biltrite Inc. could be affected by Congoleum's negotiations,
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 its anticipated 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, 2004 and Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005.
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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: October 21, 2005 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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