eps3125.htm

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

September 23, 2008
Date of Report (Date of earliest event reported)


Congoleum Corporation
(Exact name of registrant as specified in its charter)

    Delaware    
01-13612
02-0398678
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)


3500 Quakerbridge Road
P.O. Box 3127
Mercerville, NJ 08619-0127
(Address of principal executive offices and Zip Code)

    609-584-3000    
(Registrant’s telephone number, including area code)

        N/A        
(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

On September 23, 2008, Congoleum Corporation (the “Company”) and American Biltrite, Inc. (“ABI”), the Company’s controlling shareholder, entered into an Amendment to Business Relations Agreement, which extended the term of such Business Relations Agreement until the earlier of (a) the effective date of a plan of reorganization for the Company, following a final order of confirmation, or (b) June 30, 2009.  The amendment was approved by the United States Bankruptcy Court for the District of New Jersey on September 23, 2008.  A copy of the amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

On September 23, 2008, the Company and ABI entered into a Sixth Amendment to Personal Services Agreement, which extended the term of such Personal Services Agreement until the earlier of (a) the effective date of a plan of reorganization for the Company, following a final order of confirmation, or (b) June 30, 2009.  The amendment was approved by the United States Bankruptcy Court for the District of New Jersey on September 23, 2008.  A copy of the amendment is filed as Exhibit 10.2 to this report and is incorporated herein by reference.


ITEM 9.01  Financial Statements and Exhibits

 
Exhibit No.
 
 
Description
 
 
10.1
 
 
Amendment to Business Relations Agreement, dated as of September 23, 2008, by and between American Biltrite, Inc. and Congoleum Corporation
 
 
10.2
 
 
Sixth Amendment to Personal Services Agreement, dated as of September 23, 2008, by and between American Biltrite, Inc. and Congoleum Corporation
 

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:  September 24, 2008
Congoleum Corporation
     
 
By:
s/Howard N. Feist III    
 
Name:
Howard N. Feist III
 
Title:
Chief Financial Officer


 
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