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
Date of Report (Date of earliest event reported) April 4, 2006
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AMERICAN BILTRITE INC.
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(Exact name of registrant as specified in charter)
Delaware 1-4773 04-1701350
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(State or other jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
57 River Street, Wellesley Hills, Massachusetts 02481-2097
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(Address of principal executive offices, including zip code)
(781) 237-6655
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(Registrant's telephone number, including area code)
Not Applicable
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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))
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Item 8.01 Other Events.
On April 4, 2006, American Biltrite Inc.'s wholly owned subsidiary, Janus
Flooring Corporation ("Janus"), sold (the "Sale") its sole remaining property,
its land and building located in Toronto, Canada (the "Sold Property"), for
Can$5,000,000. Janus received Can$1,000,000 in cash and a Charge/Mortgage (the
"Charge/Mortgage") on the Sold Property for the remaining Can$4,000,000, which
Charge/Mortgage secures the obligations of the chargor (the "Chargor")
thereunder.
Interest is payable on the principal amount secured under the Charge/Mortgage
monthly at a rate of 6% per annum. The monthly payments consist of interest
only. The principal and accrued interest is due on the maturity date of the
Charge/Mortgage, which is October 5, 2009 (the "Maturity Date"), or earlier as
provided by the Charge/Mortgage.
Pursuant to the Charge/Mortgage, the security granted to Janus under the
Charge/Mortgage may be subordinated for certain construction mortgage financing
of up to a maximum aggregate principal amount of Can$2,000,000 in connection
with the development of the Sold Property and for certain other matters,
including certain municipal applications and agreements.
Pursuant to the Charge/Mortgage, Janus is obligated, at its cost and expense, to
obtain for and on behalf of the Chargor, or permit the Chargor to obtain, no
later than 18 months from the date the Charge/Mortgage is recorded (the
"Remediation Date"), a record of site condition with respect to the Sold
Property from the applicable Canadian environmental regulatory agency (the
"Record of Site Condition") and to remediate no later than the Remediation Date
any contamination determined to have been caused by Janus and/or which
originated and migrated from the Sold Property onto any adjoining lands (the
"Off-Site Clean-Up"). If Janus does not obtain the Record of Site Condition and,
if applicable, does not complete the Off-Site Clean-Up by the Remediation Date,
Chargor will have the right, at Janus' cost and expense, to take all necessary
actions and steps to obtain the Record of Site Condition and, if applicable, to
complete the Off-Site Clean-Up. In addition, Janus has certain obligations to
indemnify and hold harmless the Chargor and its directors, officers and
shareholders from and against liabilities, costs and expenses relating to
obtaining the Record of Site Condition and the Off-Site Clean-Up.
If the Record of Site Condition and, if applicable, the Off-Site Clean-Up, are
completed by Janus on or before the Maturity Date, the principal amount of the
Charge/Mortgage, and all accrued interest thereon, will become payable in full
60 days following delivery of notice of such completion in accordance with the
Charge/Mortgage. If the Record of Site Condition and, if applicable, the
Off-Site Clean-Up, are completed by the Chargor pursuant to its right to
complete such matters where Janus has not completed them by the Remediation
Date, the principal amount of the Charge/Mortgage, and all accrued interest
thereon, will become payable in full 60 days from the date of receipt of the
Record of Site Condition and the completion of the Off-Site Clean-Up.
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SIGNATURES
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: April 10, 2006 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
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