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
December 16, 2005
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Date of Report (Date of earliest event reported)
Congoleum Corporation
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(Exact name of registrant as specified in its charter)
Delaware 01-13612 02-0398678
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
3500 Quakerbridge Road
P.O. Box 3127
Mercerville, NJ 08619-0127
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(Address of principal executive offices and Zip Code)
609-584-3000
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(Registrant's telephone number, including area code)
N/A
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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; and
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The Bankruptcy Court approved an amendment to the debtor-in-possession
credit facility of Congoleum Corporation ("Congoleum") at a hearing held on
December 19, 2005. The amendment extended the maturity of that facility for a
year, until December 31, 2006.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Congoleum reported that Adam H. Slutsky and Jeffrey H. Coats were elected
by Congoleum's Board of Directors to serve in its Board of Directors effective
December 16, 2005. Mr. Slutsky will serve as a Class C director with a term
expiring at Congoleum's 2008 annual meeting of shareholders, filling the vacancy
created by the retirement of Cyril C. Baldwin, Jr. last month. Mr. Slutsky is
CEO of Mimeo.com, an online document production company. He previously worked
for AOL after it acquired Moviefone, an internet ticket company he founded. Mr.
Coats will serve in a newly created Class A director position with a term
expiring at Congoleum's 2006 annual meeting of shareholders. Mr. Coats is Chief
Executive Officer, President and director of Mikronite Technologies Group Inc.,
an industrial technology company, and also serves as a director of Autobytel
Inc. Prior to that, he was a founder and Managing Director of TH Lee Global
Internet Managers, L.P. after serving in various positions, including Managing
Director, at units of General Electric Capital Corporation. Both Mr. Slutsky and
Mr. Coats will serve on the Audit Committee of Congoleum's Board.
ITEM 8.01 Other Events.
On December 21, 2005, Congoleum reported in a press release that active
negotiations are underway with respect to the terms of a new plan of
reorganization, which Congoleum expects to file with the Bankruptcy Court by
February 3, 2006. In connection with these negotiations, Congoleum anticipates
that the trustee for holders of its 8.625% notes due in August 2008 will ask
that a committee of bondholders be formed to negotiate treatment of their claims
under the new plan. The Bankruptcy Court has scheduled a hearing on April 13,
2006 to consider the adequacy of the plan disclosure statement.
Item 9.01 Financial Statements and Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 Press release dated December 21, 2005.
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SIGNATURE
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 22, 2005 Congoleum Corporation
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
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