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) December 17, 2004
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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 December 17, 2004, American Biltrite Inc.'s majority-owned subsidiary
Congoleum Corporation ("Congoleum") issued a press release announcing that the
United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy
Court") has approved Congoleum's First Modified Disclosure Statement (the
"Disclosure Statement") and the voting procedures for its Fourth Modified Joint
Plan of Reorganization (the "Plan") following a hearing held on December 9,
2004. The Bankruptcy Court has scheduled a hearing on confirmation of the Plan
on March 24, 2005. Pursuant to the approved voting procedures, Congoleum expects
to commence the distribution of voting materials and solicitation of acceptances
of the Plan by late December or early January, and to have the voting results
tabulated by late February, 2005.
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. 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 in the section of its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Risk Factors That
May Affect Future Results."
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 First Modified Disclosure Statement with Respect to the Fourth
Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of Congoleum Corporation, et al., dated as of
November 12, 2004, and the exhibits thereto.
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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: December 23, 2004 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 First Modified Disclosure Statement with Respect to the Fourth
Modified Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code of Congoleum Corporation, et al., dated as of
November 12, 2004, and the exhibits thereto.
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