UNITED STATES ----------------
SECURITIES AND EXCHANGE SEC FILE NUMBER
COMMISSION 001-13612
Washington, D.C. 20549 ----------------
CUSIP NUMBER
FORM 12b-25 207195108
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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
Congoleum Corporation
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Full Name of Registrant
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Former Name if Applicable
3500 Quakerbridge Road
P.O. Box 3127
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Address of Principal Executive Office (Street and Number)
Mercerville, NJ 08619-0127
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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 (the "Company") received a comment letter
(the "Comment Letter") from the Securities and Exchange Commission (the "SEC")
indicating that the SEC had reviewed the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006 (the "2006 10-K") and was requesting
supplemental information on the Company's accounting policies and disclosures
related to asbestos liabilities, insurance settlements and related costs. The
Company 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, it will be necessary to supplement
the disclosure included in, or restate or make other changes to the financial
statements included in, the 2006 10-K or the Company's other periodic reports
previously filed with the SEC. 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") complies with any disclosure recommendations arising from the
Comment Letter, the Company intends to delay the filing of its Second Quarter
2007 10-Q until the SEC notifies it that 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 (609) 584-3000
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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
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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 $484,000, or $.06 per share, versus net
income of $837,000, or $.10 per share, in the first six months of 2006.
The Company attributes this decrease to considerable demand weakness in
the Company's three major markets, which are remodel, new residential
housing, and manufactured homes, during the second quarter of 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, it will be
necessary to make changes to the financial statements included in periodic
reports the Company files with the SEC, including the financial statements
that will be included in the Second Quarter 2007 10-Q.
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Congoleum Corporation
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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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