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 14, 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 1.01 Entry into a Material Definitive Agreement.
The disclosure included under "Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant" included in this report is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 14, 2004, pursuant to an Order of the United States Bankruptcy Court
for the District of New Jersey (the "Bankruptcy Court"), American Biltrite
Inc.'s majority-owned subsidiary Congoleum Corporation ("Congoleum") and
Congress Financial Corporation ("Congress") entered into a certain Amendment No.
1 to Ratification and Amendment Agreement and Amendment No. 3 to Loan and
Security Agreement (the "First Ratification Amendment") as of December 14, 2004,
which extends, and amends, certain of the terms of Congoleum's existing
debtor-in-possession financing facility with Congress.
The First Ratification Amendment (i) amends the current budget; (ii) extends the
term of the existing debtor-in-possession financing facility from December 31,
2004 to June 30, 2005; (iii) places new limitations on capital expenditures; and
(iv) provides a new minimum EBITDA covenant. A fee of $150,000 is payable by
Congoleum to Congress in connection with the execution of the First Ratification
Amendment.
The existing debtor-in-possession financing facility provides a one-year
revolving credit facility with borrowings up to $30 million. Interest is based
on 0.75% above the prime rate. The facility contains certain covenants,
including the maintenance of a minimum tangible net worth and restrictions on
the incurrence of additional debt. The covenants and conditions under the
facility must be met in order for Congoleum to borrow thereunder. Borrowings
under this facility are collateralized by Congoleum's inventory and receivables.
The First Ratification Amendment does not affect these terms of the existing
financing facility.
Congoleum anticipates that its debtor-in-possession financing facility will be
replaced with a revolving credit facility on substantially similar terms upon
confirmation of its plan of reorganization. While Congoleum expects the existing
facility as amended by the First Ratification Amendment will provide it with
sufficient liquidity, there can be no assurances that Congoleum will continue to
be in compliance with the required covenants, that Congoleum will be able to
obtain a similar or sufficient facility upon exit from bankruptcy, or that the
debtor-in-possession facility will be renewed beyond its expiration on June 30,
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."
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 20, 2004 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer