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
February 3, 2006
Date of Report (Date of earliest event reported)
Congoleum Corporation
(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 8.01 OTHER EVENTS
On February 3, 2006, Congoleum Corporation ("Congoleum") filed a modified
plan of reorganization and disclosure statement with the Bankruptcy Court. Under
the terms of the modified plan, Congoleum would make a contribution to the plan
trust consisting of 3.8 million new Class A Common shares, a convertible
security whose value would be based on the share price of reorganized Congoleum,
and a cash contribution equal to $7.3 million plus 50% of the interest accrued
on Congoleum's 8 5/8% Senior Notes during the period Congoleum is in Chapter 11.
The trust would also be funded by proceeds from Congoleum's insurance policies.
Insurance settlements to date amount to approximately $164 million and further
settlements are under negotiation. The modified plan of reorganization also
provides that interest accrued on Congoleum's 8 5/8% Senior Notes during the
period Congoleum is in Chapter 11 would be forgiven, and the maturity date of
the Notes would be extended by three years to August 1, 2011. Unpaid
pre-petition interest would be paid when the plan becomes effective.
In addition, the modified plan of reorganization revises the proposed
arrangements under which different groups of asbestos claimants would share in
the insurance proceeds and other assets of the trust to be formed to pay
asbestos claims against Congoleum and the procedures the trust would follow for
payment of claims.
Copies of Congoleum's Seventh Modified Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code of Congoleum Corporation, et al., dated as of
February 3, 2006, and proposed Disclosure Statement are attached hereto as
Exhibits 99.2 and 99.3, respectively, and are incorporated by reference herein.
Item 9.01 Exhibits
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EXHIBIT NO. DESCRIPTION
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99.1 Press release dated February 7, 2006.
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99.2 Seventh Modified Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code of Congoleum Corporation, et al., dated as of
February 3, 2006.
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99.3 Proposed Disclosure Statement with respect to the Seventh Modified
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code of Congoleum Corporation, et al., dated as of February 3,
2006.
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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: February 8, 2006 Congoleum Corporation
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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99.1 Press release dated February 7, 2006.
99.2 Seventh Modified Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code of Congoleum Corporation, et al., dated as of
February 3, 2006.
99.3 Proposed Disclosure Statement with respect to the Seventh Modified
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
of Congoleum Corporation, et al., dated as of February 3, 2006.