UNITED STATES ----------------
SECURITIES AND EXCHANGE SEC FILE NUMBER
COMMISSION 001-04773
Washington, D.C. 20549 ----------------
CUSIP NUMBER
FORM 12b-25 024591
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NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K
|_| Form 20-F
|_| Form 11-K
|X| Form 10-Q
|_| Form 10-D
|_| Form N-SAR
|_| Form N-CSR
For Period Ended: June 30, 2007
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _______________________________
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PART I - REGISTRANT INFORMATION
American Biltrite Inc.
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Full Name of Registrant
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Former Name if Applicable
57 River Street
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Address of Principal Executive Office (Street and Number)
Wellesley Hills, MA 02481-2097
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) |_|
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
In June 2007, Congoleum Corporation ("Congoleum"), a majority-owned subsidiary
of American Biltrite Inc. (the "Company"), received a comment letter (the
"Comment Letter") from the Securities and Exchange Commission (the "SEC")
indicating that the SEC had reviewed Congoleum's Annual Report on Form 10-K for
the fiscal year ended December 31, 2006 and was requesting supplemental
information on Congoleum's accounting policies and disclosures related to
asbestos liabilities, insurance settlements and related costs. Congoleum filed a
voluntary petition with the United States Bankruptcy Court in 2003 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. Congoleum responded to the Comment Letter on August 1,
2007. The Comment Letter process is not yet complete, and the Company is
therefore unable to determine whether, as a result of the Comment Letter
process, it will supplement the disclosure included in, or restate or make other
changes to the financial statements included in, the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 or the Company's other
periodic reports previously filed with the SEC. American Biltrite's consolidated
results include Congoleum's results, which Congoleum prepared in accordance with
its existing accounting policies, which are consistent with those applied in the
prior periods. American Biltrite cannot determine if it will be required to
supplement its disclosures or restate or make other changes to its consolidated
financial statements as a result of the SEC's review of Congoleum. In order to
ensure that the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 (the "Second Quarter 2007 10-Q") is consistent with any changes in
accounting policies and disclosure which may be adopted/implemented as a result
of the Comment Letter process, the Company intends to delay the filing of the
Second Quarter 2007 10-Q until the Comment Letter process is complete.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Howard N. Feist III (781) 237-6655
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |X| Yes |_|No
If so, attach an explanation of the anticipated change, both narratively,
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
On August 10, 2007, the Company announced that net income for the six
months ended June 30, 2007 was $390,000, or $0.11 per share, versus net
income of $1,502,000, or $0.43 per share, in the first six months of 2006.
The Company attributes this decrease to considerable demand weakness in
Congoleum's three major markets, which are remodel, new residential
housing, and manufactured homes, and lower net sales volume for the
Company's Tape and Canadian divisions, which were also affected by weaker
demand from the housing industry. The Comment Letter process is not yet
complete, and the Company is therefore unable to determine whether, as a
result of the Comment Letter process, it will restate or make other
changes to the financial statements included in the Company's periodic
reports previously filed with the SEC, which restatements or changes, if
any, would likely affect the financial statements that will be included in
the Second Quarter 2007 10-Q.
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American Biltrite Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2007 By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
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