-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rs4QgpBtRuCLmyHUDjVjhILleh2FA9V9x3owkV7TTIyhQ6AlznuLFlym81GWe+BG N4rF+7pDtPaq6iC6mRPJaw== 0000950172-98-000100.txt : 19980206 0000950172-98-000100.hdr.sgml : 19980206 ACCESSION NUMBER: 0000950172-98-000100 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980205 SROS: NONE GROUP MEMBERS: AMERICAN BILTRITE INC GROUP MEMBERS: CHARLES E. HEMING GROUP MEMBERS: CYNTHIA S. MARCUS GROUP MEMBERS: NATALIE S. MARCUS GROUP MEMBERS: RICHARD G. MARCUS GROUP MEMBERS: ROGER S. MARCUS GROUP MEMBERS: WILLIAM M. MARCUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BILTRITE INC CENTRAL INDEX KEY: 0000004611 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 041701350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33447 FILM NUMBER: 98522820 BUSINESS ADDRESS: STREET 1: 57 RIVER STREET CITY: WELLESLEY HILLS STATE: MA ZIP: 02181 BUSINESS PHONE: 6172376655 MAIL ADDRESS: STREET 1: 57 RIVER STREET CITY: WELLESLEY HILLS STATE: MA ZIP: 02181 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BILTRITE RUBBER CO INC DATE OF NAME CHANGE: 19730621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BILTRITE INC CENTRAL INDEX KEY: 0000004611 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 041701350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 57 RIVER STREET CITY: WELLESLEY HILLS STATE: MA ZIP: 02181 BUSINESS PHONE: 6172376655 MAIL ADDRESS: STREET 1: 57 RIVER STREET CITY: WELLESLEY HILLS STATE: MA ZIP: 02181 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BILTRITE RUBBER CO INC DATE OF NAME CHANGE: 19730621 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) AMERICAN BILTRITE INC. - ----------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ----------------------------------------------------------------------- (Title of Class of Securities) 0245911091 - ----------------------------------------------------------------------- (CUSIP Number) Henry W. Winkleman, Esq. c/o American Biltrite Inc. 57 River Street Wellesley Hills, Massachusetts 02181 (781) 237-6655 - ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Louis A. Goodman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street, 31st Floor Boston, Massachusetts 02108 (617) 573-4800 December 10, 1997 - ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. SCHEDULE 13D CUSIP NO. 0245911091 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Natalie S. Marcus 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 873,110 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 144,000 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 873,110 10 SHARED DISPOSITIVE POWER (See Item 5) 144,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,017,110 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 27.98% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 0245911091 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard G. Marcus 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 373,247 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 151,320 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 373,247 10 SHARED DISPOSITIVE POWER (See Item 5) 151,320 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 524,567 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 14.17% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 0245911091 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Roger S. Marcus 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 370,601 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 144,000 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 370,601 10 SHARED DISPOSITIVE POWER (See Item 5) 144,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 514,601 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 13.90% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 0245911091 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William M. Marcus 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 358,364 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 358,364 10 SHARED DISPOSITIVE POWER (See Item 5) 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 358,364 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 9.71% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 0245911091 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cynthia S. Marcus 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 9,400 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 9,400 10 SHARED DISPOSITIVE POWER (See Item 5) 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 9,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 0.26% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 0245911091 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles E. Heming 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER (See Item 5) EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER (See Item 5) WITH 0 10 SHARED DISPOSITIVE POWER (See Item 5) 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* (See Item 5) |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Note: This Amendment No. 12 amends a statement on Schedule 13D dated August 12, 1982 (the "Statement"), as amended by Amendment Nos. 1 through 11 thereto (the "Amendments"), filed on behalf of a group, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), comprised of Natalie S. Marcus, Richard G. Marcus, Roger S. Marcus, William M. Marcus and Cynthia S. Marcus (each of whom is referred to as an "Original Reporting Person"). The Original Reporting Persons have in the past taken, and may in the future take, actions which direct or cause the direction of the management of the Company (as defined below), and their voting of shares of the Common Stock (as defined below), in a manner consistent with each other. Accordingly, the Original Reporting Persons may be deemed to be acting together for the purpose of acquiring, holding, voting or disposing of shares of the Common Stock, within the meanings of Section 13(d)(3) of the Exchange Act and Rule 13d-5 under the Exchange Act. An Agreement to File Joint Statement on Schedule 13D among the Original Reporting Persons that the Statement was, and that the Amendments and this Amendment No. 12 would be, filed on behalf of each of them is annexed as Exhibit A to the Statement. As a result of the transfer by Natalie S. Marcus on May 3, 1994 of 513,584 shares of Common Stock (such shares, as the same were later adjusted pursuant to a subsequent stock split, the "May 3, 1994 Trust Shares") into a trust (the "May 3, 1994 Trust") of which Natalie S. Marcus and Charles E. Heming were trustees, Charles E. Heming acquired beneficial ownership of 513,584 shares of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. As a result of his powers as a trustee of the May 3, 1994 Trust and his acquisition of beneficial ownership of the 1994 Trust Shares, it was determined that Charles E. Heming could be deemed to be a member of a group comprised of the Original Reporting Persons and him. He therefore agreed to file Amendment No. 10 to the Statement and specified future amendments to the Statement jointly with the Original Reporting Persons. Each of the Original Reporting Persons and Mr. Heming is referred to herein as a "Reporting Person." On November 3, 1994, Natalie S. Marcus transferred 237,510 shares of Common Stock (the "November 3, 1994 Trust Shares") into a trust (the "November 3, 1994 Trust") of which Natalie S. Marcus and Charles E. Heming were trustees. On November 3, 1995, Natalie S. Marcus transferred 357,715 shares of Common Stock (the "1995 Trust Shares" and together with the May 3, 1994 Trust Shares and the November 3, 1994 Trust Shares, the "GRAT Shares") into a trust (the "1995 Trust" and together with the May 3, 1994 Trust and the November 3, 1994 Trust, the "GRATs") of which Natalie S. Marcus and Charles E. Heming were trustees. The terms of the November 3, 1994 Trust and the 1995 Trust are substantially identical to the terms of the May 3, 1994 Trust (as described in Amendment No. 10 and Amendment No. 11 to the Statement). Reference is made to Item 4 hereof for a more complete description of the terms of the 1995 Trust. As a result of his acquisition of beneficial ownership of the November 3, 1994 Trust Shares and the 1995 Trust Shares, Mr. Heming has continued to be a Reporting Person since the filing of Amendment No. 10 to the Statement. Effective upon the filing of this Amendment No. 12, as a result of the termina- tion of all of the GRATs and the distribution of all of the GRAT Shares held thereby, Mr. Heming will cease to be a Reporting Person. The Reporting Persons have no express agreement to act together for the purpose of acquiring, holding, voting or disposing of shares, within the meanings of Section 13(d)(3) of the Exchange Act and Rule 13d-5 under the Exchange Act, of the Common Stock. In filing this Amendment No. 12 as a group, the Reporting Persons do not admit to being members of a group. Charles E. Heming continues to expressly disclaim his membership in the group comprised of the Reporting Persons. Transactions reported in this Amendment No. 12 are those which have occurred since August 30, 1995 (the date of the last event disclosed in Amendment No. 11 to the Statement). Item 1. Security and Issuer. This Statement on Schedule 13D relates to the common stock, no par value (the "Common Stock"), of American Biltrite Inc., a Delaware corporation with its principal executive offices located at 57 River Street, Wellesley Hills, Massachusetts 02181 (the "Company"). Item 2. Identity and Background. (a) The Reporting Persons are Natalie S. Marcus, Richard G. Marcus, Roger S. Marcus, William M. Marcus, Cynthia S. Marcus and Charles E. Heming. (b) The business or residence address of each of the Reporting Persons is set forth in Schedule I hereto commencing on page 18 hereof and is incorporated by reference herein. (c) The present principal occupation and related information concerning each Reporting Person is set forth in Schedule I and is incorporated by reference herein. (d) None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) None of the Reporting Persons other than Richard G. Marcus has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. In February 1996, Richard G. Marcus entered into a settlement agreement in the form of a consent decree with the Securities and Exchange Commission (the "Commission") in connection with the Commission's investigation covering trading in the Common Stock by an acquaintance of Richard G. Marcus. Richard G. Marcus, without admitting or denying the Commission's allegations of securities law violations, agreed, among other things, to the entry of a permanent injunction against future violations of Section 10(b) of the Exchange Act and Rule 10b-5 under the Exchange Act. (f) Each of the Reporting Persons is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. On November 3, 1995, Natalie S. Marcus reacquired sole, direct record and beneficial ownership of 284,853 shares of Common Stock as a distribution from the May 3, 1994 Trust and 72,862 shares of Common Stock as a distribution from the November 3, 1994 Trust. These shares were then contributed to the 1995 Trust and became the 1995 Trust Shares. On May 3, 1996, Natalie S. Marcus reacquired sole, direct record and beneficial ownership of 289,369 shares of Common Stock as a distribution from the May 3, 1994 Trust, 73,428 shares of Common Stock as a distribution from the November 3, 1994 Trust and 87,696 shares of Common Stock as a distribution from the 1995 Trust. On November 4, 1996, Natalie S. Marcus reacquired sole, direct record and beneficial ownership of 42,044 shares of Common Stock as a distribution from the November 3, 1994 Trust and 81,590 shares of Common Stock as a distribution from the 1995 Trust. On May 5, 1997, Natalie S. Marcus reacquired sole, direct record and beneficial ownership of 74,600 shares of Common Stock as a distribution from the 1995 Trust. On November 3, 1997, Natalie S. Marcus reacquired sole, direct record and beneficial ownership of 68,927 shares of Common Stock as a distribution from the 1995 Trust. On each of December 14, 1995 and November 4, 1996, Richard G. Marcus acquired beneficial ownership of an additional 1,600 shares of Common Stock as gifts from Natalie S. Marcus to himself, his wife and his two children. Similarly, on each of the same dates, Roger S. Marcus acquired beneficial ownership of an additional 400 shares of Common Stock as a gift from Natalie S. Marcus. On May 3, 1996, Richard G. Marcus and Roger S. Marcus each acquired sole, direct record and beneficial ownership of 17,018 shares of Common Stock as a result of a distribution from the May 3, 1994 Trust. On November 3, 1997, Richard G. Marcus and Roger S. Marcus each acquired sole, direct record and beneficial ownership of 22,451 shares of Common Stock as a result of a distribution from the 1995 Trust. On December 10, 1997, Richard G. Marcus acquired beneficial ownership of an additional 1,080 shares of Common Stock as gifts from Natalie S. Marcus to himself, his wife and his son. On the same date, Roger S. Marcus acquired beneficial ownership of an additional 360 shares of Common Stock as a gift from Natalie S. Marcus. All of the above referenced distributions from the GRATs were made to Natalie S. Marcus, Richard G. Marcus or Roger S. Marcus without the payment of any consideration therefor. Each such distribution repre- sents a disposition by Mr. Heming of beneficial ownership of the shares of Common Stock so distributed. Item 4. Purpose of Transaction. Reference is made to Item 3 hereof for a description of acquisitions of Common Stock by Natalie S. Marcus, Richard G. Marcus and Roger S. Marcus since August 30, 1995. Except as stated in this Amendment No. 12, each of these Reporting Persons acquired these shares of Common Stock for investment purposes. In addition, as described in the explanatory Note preceding the text of Item 1 hereof, on November 3, 1995, the 1995 Trust was funded with the 1995 Trust Shares. The 1995 Trust was established on that date as the third in the series of GRATs upon execution of a Trust Agreement (the "1995 Trust Agreement"). The trustees under the 1995 Trust Agreement were Natalie S. Marcus and Charles E. Heming. Natalie S. Marcus retained full voting and dispositive power over the 1995 Trust Shares during the term of the 1995 Trust, which voting and dispositive power was shared during that term with Charles E. Heming. Under the 1995 Trust Agreement, Natalie S. Marcus received a fixed annuity payment from the 1995 Trust for a period of two years. Annuity payments were permitted to be made in cash or 1995 Trust Shares. Upon expiration of the 1995 Trust on November 3, 1997, the remaining principal and income of the 1995 Trust (including any remaining 1995 Trust Shares) was paid to Richard G. Marcus and Roger S. Marcus, the children of Natalie S. Marcus, both of whom are Reporting Persons. Reference is made to Item 3 hereof in this regard. A copy of the 1995 Trust Agreement (the terms of which are incorporated by reference herein) is attached as Exhibit A to this Amendment No. 12 and the description of the 1995 Trust Agreement set forth above is qualified in its entirety by reference to the 1995 Trust Agreement as so attached. Reference is made to the Statement and the Amendments, each as filed with the Commission, for discussion of the purposes of previous transactions involving the Reporting Persons. Item 5. Interest in Securities of the Issuer. On each of December 14, 1995 and November 4, 1996, Natalie S. Marcus transferred sole, direct record and beneficial ownership of 800 shares of Common Stock to the two children of Roger S. Marcus. On each of December 17, 1996 and April 16, 1997, Natalie S. Marcus transferred sole, direct record and beneficial ownership of 1,000 shares of Common Stock to a charitable trust of which Natalie S. Marcus is a trustee. Natalie S. Marcus retained sole, indirect beneficial ownership of these shares. On December 17, 1996, Natalie S. Marcus sold in the open market 2,000 shares of Common Stock at a price of $21.00 per share and 8,000 shares of Common Stock at a price of $21.125 per share. On December 18, 1996, Natalie S. Marcus sold in the open market 3,000 shares of Common Stock at a price of $21.375 per share and 5,000 shares of Common Stock at a price of $21.50 per share. On each of December 19, 1996 and December 23, 1996, Natalie S. Marcus sold in the open market 5,000 shares of Common Stock at a price of $21.625 per share. On December 24, 1996, Natalie S. Marcus sold in the open market 5,000 shares of Common Stock at a price of $21.75. On August 7, 1997, Natalie S. Marcus sold in the open market 500 shares of Common Stock at a price of $19.75 per share. On September 3, 1997, Natalie S. Marcus sold in the open market 4,500 shares of Common Stock at a price of $20.00 per share. On September 8, 1997, Natalie S. Marcus sold in the open market 5,000 shares of Common Stock at a price of $20.625 per share. On September 9, 1997, Natalie S. Marcus sold in the open market 3,000 shares of Common Stock at a price of $21.625 per share. On September 10, 1997, Natalie S. Marcus sold in the open market 7,000 shares of Common Stock at a price of $21.625 per share. On September 15, 1997, Natalie S. Marcus sold in the open market 5,000 shares of Common Stock at a price of $22.25 per share. On each of September 17, 1997 and September 19, 1997, Natalie S. Marcus sold in the open market 600 shares of Common Stock at a price of $23.75 per share. On September 22, 1997, Natalie S. Marcus sold in the open market 800 shares of Common Stock at a price of $23.75 per share. On September 24, 1997, Natalie S. Marcus sold in the open market 2,000 shares of Common Stock at a price of $24.00 per share. On October 14, 1997, Natalie S. Marcus sold in the open market 1,000 shares at a price of $24.125 per share. On October 21, 1997, Natalie S. Marcus sold in the open market 4,000 shares of Common Stock at a price of $23.75 per share. On October 22, 1997, a charitable trust of which Natalie S. Marcus is a Trustee, sold in the open market 2,000 shares of Common Stock at a price of $24.00 per share. All open market transactions disclosed above in this Item 5 were conducted over the American Stock Exchange. As of November 1, 1997, Teri Marcus, the adult daughter of Richard G. Marcus, moved out of his household. As a result of this change and the fact that Richard G. Marcus does not have the actual power to vote or control the voting of, or dispose of or can control the disposition of, any shares of Common Stock owned of record by Teri Marcus, Richard G. Marcus has ceased reporting beneficial ownership of the 4,750 shares of Common Stock owned of record by Teri Marcus and reported as beneficially owned by Richard G. Marcus prior to that date. On each of May 20, 1996 and July 31, 1997, William M. Marcus transferred record and beneficial ownership of 1,000 shares of Common Stock as a gift to a person who is not a Reporting Person. Reference is made to Item 3 hereof and Item 4 hereof for a description of acquisitions of Common Stock by Natalie S. Marcus, Richard G. Marcus and Roger S. Marcus since August 30, 1995 and of certain GRAT transactions involving Natalie S. Marcus and Charles E. Heming, respectively. Certain related disposition transactions involving the Reporting Persons and are described together with, or as a component of, the acquisitions and GRAT transactions described in Item 3 and Item 4 hereof. As a result of these transactions, the group comprised of the Reporting Persons may be deemed to have beneficial ownership of 2,136,048 shares (constituting 55.8%) of the Common Stock. The number and percentage of the shares of Common Stock beneficially owned directly by each Reporting Person, along with the number of shares as to which each Reporting Person has sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition is set forth on Schedule II to this Amendment No. 12, which is incorporated by reference herein. To the best knowledge of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by each of the respective Reporting Persons, except to the extent that, with respect to shares held in trust, the applicable trust, trustees or trust beneficiaries may be deemed to have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock so held. The Original Reporting Persons received shares of Common Stock in connection with the reorganization of the Company in 1982 and filed the Statement in connection therewith. Since such time, as disclosed in the Amendments, Common Stock holdings of such Original Reporting Persons and, later, the Reporting Persons have changed as a result of events including stock splits, option exercises, the establishment of, and transfers of Common Stock to and distributions of Common Stock from, trusts for the benefit of various persons, open market transactions and transfers by inheritance and gifts. Reference is made to the discussion in the explanatory Note preceding the text of Item 1 hereof for a description of how Charles E. Heming became and will cease to be a Reporting Person, which information is incorporated by reference herein. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Reference is made to Item 4 hereof for information relating to the material terms of the 1995 Trust, which information is incorporated by reference herein. Reference is made to the explanatory Note preceding the text of Item 1 hereof for information relating to the existence of certain contracts (including without limitation the GRATs), arrangements, understandings or relationships among the Reporting Persons, which information is incorporated by reference herein. Item 7. Material to be Filed as Exhibits. The 1995 Trust Agreement is filed as Exhibit A to this Amendment No. 12. SCHEDULE I Residence or business address and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each of the Reporting Persons:
Occupation or employment/Principal Business and Address in which such Name Address employment is conducted - ---- ------- ---------------------------------- Natalie S. Marcus c/o American Biltrite Inc. Not employed 57 River Street Wellesley Hills, MA 02181 Richard G. Marcus c/o American Biltrite Inc. President and Chief Operating 57 River Street Officer Wellesley Hills, MA 02181 American Biltrite Inc. 57 River Street Wellesley Hills, MA 02181 Roger S. Marcus c/o American Biltrite Inc. Chairman of the Board and Chief 57 River Street Executive Officer Wellesley Hills, MA 02181 American Biltrite Inc. 57 River Street Wellesley Hills, MA 02181 William M. Marcus c/o American Biltrite Inc. Executive Vice President and 57 River Street Treasurer Wellesley Hills, MA 02181 American Biltrite Inc. 57 River Street Wellesley Hills, MA 02181 Cynthia S. Marcus c/o American Biltrite Inc. Not employed 57 River Street Wellesley Hills, MA 02181 Charles E. Heming c/o Wormser, Kiely, Galef & Attorney at Wormser, Kiely, Galef Jacobs LLP & Jacobs LLP, a law partnership 711 Third Avenue 711 Third Avenue New York, NY 10017-4014 New York, New York 10017-4014
SCHEDULE II BENEFICIAL OWNERSHIP OF REPORTING PERSONS
No. and Percentage No. of Shares No. of Shares No. of Shares Sole No. of Shares of Shares Sole Power to Shared Power Power to Dispose Shared Power to Beneficially Vote or Direct to Vote or or Direct the Dispose or Direct Name Owned the Vote Direct the Vote Disposition the Disposition - ---- ------------------ -------------- --------------- ------------------ ----------------- Natalie S. Marcus 1,017,110(1)(2) 873,110(2) 144,000(1) 873,110(2) 144,000(1) (27.98%) Richard G. Marcus 524,067(1)(3)(4) 373,924(3) 151,320(1)(4) 373,247(3) 151,320(1)(4) (14.17%) Roger S. Marcus 514,601(1)(5) 370,601(5) 144,000(1) 370,601(5) 144,000(1) (13.90%) William M. Marcus 358,364(6) 358,364(6) 0 358,364(6) 0 (9.71%) Cynthia S. Marcus 9,400 9,400 0 9,400 0 (0.26%) Charles E. Heming 0 0 0 0 0 (0%)
- ------------------ (1) Includes 144,000 shares held as co-trustee for the benefit of family members. (2) Includes 4,000 shares held as trustee of a charitable trust. (3) Includes 67,600 shares issuable upon exercise of currently exercisable stock options. (4) Includes 2,210 shares held by his wife, Beth A. Marcus, and 5,110 shares held by his son, Todd Marcus. Does not include 5,110 shares held by his daughter, Teri Marcus. (5) Includes 67,600 shares issuable upon exercise of currently exercisable stock options. Does not include 5,110 shares held by his daughter Elissa G. Marcus and 5,110 shares held by his daughter Julie Marcus. (6) Includes 56,080 shares issuable upon exercise of currently exercisable stock options. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: February 3, 1998 /s/ Natalie S. Marcus* ----------------------- Natalie S. Marcus /s/ Richard G. Marcus ----------------------- Richard G. Marcus /s/ Roger S. Marcus* ----------------------- Roger S. Marcus /s/ William M. Marcus* ----------------------- William M. Marcus /s/ Cynthia S. Marcus* ----------------------- Cynthia S. Marcus /s/ Charles E. Heming* ----------------------- Charles E. Heming /s/ Richard G. Marcus ----------------------- Richard G. Marcus Attorney-in-fact - ---------------- * Signed by Richard G. Marcus pursuant to a power of attorney dated May 3, 1994, a copy of which was filed with Amendment No. 10 to the Statement and is incorporated by reference herein. EXHIBIT INDEX Page ---- Exhibit A: Trust Agreement dated November 3, 1995 between Natalie S. Marcus as Grantor and Natalie S. Marcus and Charles E. Heming as Trustees . . . . . . . . . . . . 22 EX-99 2 EXHIBIT A - TRUST AGREEMENT Exhibit A TRUST AGREEMENT made this 3rd day of November, 1995 between NATALIE S. MARCUS of Princeton, New Jersey, as "Grantor", and NATALIE S. MARCUS and CHARLES E. HEMING, of Scarsdale, New York, as "Trustees". W I T N E S S E T H: WHEREAS, the Grantor desires to create a trust of the property hereinafter specified for the purposes hereinafter set forth and the Trustees are willing to act as Trustees of such a trust, such trust to be known as the "November 3, 1995 Natalie S. Marcus GRAT", NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Grantor does hereby assign, convey, transfer and deliver to the Trustees the property described in Schedule A hereto annexed, receipt of which the Trustees do hereby acknowledge, TO HAVE AND TO HOLD the same IN TRUST, NEVERTHELESS, to manage, invest and reinvest the same, to collect the income thereof, and to dispose of the net income and principal thereof for the following uses and purposes and subject to the terms and conditions hereinafter set forth: FIRST: For a period of two years beginning with the date hereof (the "trust term") the Trustees shall pay to or for the benefit of the Grantor or to the legal representatives of the Grantor's estate in each taxable year of the trust an annuity amount equal to fifty-eight and twenty one thousandths percent (58.021%) of the net fair market value of the assets of the trust as of the date hereof. The annuity amount shall be paid in equal semi-annual installments from income and to the extent income is not sufficient from principal. An annuity payment may be made after the close of a taxable year, provided the payment is made no later than the date by which the Trustees are required to file the trust's United States income tax return for such taxable year (without regard to extensions). Any income of the trust for a taxable year in excess of the annuity amount shall be added to principal. If the net fair market value of the trust assets as of the date hereof is incorrectly determined, then within a reasonable period after the value is finally determined for federal gift tax purposes the Trustees shall pay to the Grantor or the legal representatives of the Grantor's estate (in the case of an undervaluation) or shall receive from the Grantor or the legal representatives of the Grantor's estate (in the case of an overvaluation) an amount equal to the difference between the annuity amount properly payable and the annuity amount actually paid. SECOND: The taxable year of the trust shall be the calendar year, and the first taxable year of the trust shall begin with the date hereof and end on the next following December 31st. In determining the annuity amount, the Trustees shall prorate the same on a daily basis for a short taxable year including the trust's first taxable year and the taxable year in which the trust term ends, provided the pro-rata portion thereof must be payable for the final short period of the annuity interest. THIRD: During the trust term, the Trustees shall not pay over or apply any portion of the income or principal of the trust to or for the benefit of any person other than the Grantor or the legal representatives of the Grantor's estate, provided, however, that this provision shall not be construed to prevent the payment by the Trustees of any expenses properly chargeable to the trust estate. FOURTH: No additional contributions shall be made to the trust after the initial contribution. FIFTH: The Grantor's or her estate's interest in the trust shall not be commuted. SIXTH: The Grantor shall have the power, exercisable in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity at any time up to and including the final distribution of the trust property, to reacquire the trust principal by substituting other property of an equivalent value. SEVENTH: Upon the expiration of the trust term, all principal and income of the trust, after payment of the final annuity amount to the Grantor or to the legal representatives of the Grantor's estate, shall be paid to the Grantor's children, and if a child of the Grantor shall die prior to such time, the share of trust assets which would have been paid to said deceased child had he survived shall be paid to his estate. EIGHTH: The Grantor intends by this Agreement to retain a qualified annuity interest within the meaning of Section 2702 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. This Agreement shall be construed, and payments made to the Grantor or to the legal representatives of the Grantor's estate, and the trust created hereunder shall be administered, in accordance with that intent. If such section or regulations, or any successor section or regulations, or any ruling, notice or other administrative pronouncement issued thereunder, at any time requires that a qualified annuity interest must contain provisions that are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed to be a part of this Agreement to the same extent as though they had been expressly set forth herein. NINTH: This Agreement and the trust hereby created shall be irrevocable, but the Trustees shall have the power to amend the trust to the extent required for the sole purpose of ensuring that the Grantor's interest qualifies and continues to qualify as a qualified interest within the meaning of Section 2702 of the Internal Revenue Code of 1986 as amended from time to time. TENTH: In the event that NATALIE S. MARCUS shall cease to act as Trustee hereunder, no successor Trustee need serve in her stead. In the event CHARLES E. HEMING shall cease to act as Trustee hereunder, JOSEPH W. HANDELMAN is hereby designated as successor Trustee. ELEVENTH: To the extent consistent with Articles FIRST through TENTH above, all Trustees acting hereunder shall be clothed with full power, discretion and authority with respect to all matters herein entrusted to them including (but without limiting the generality of the foregoing or the powers given them by law) full power, discretion and authority: (A) To hold all or any part of the trust in the form in which the same may be at the time of receipt thereof and to continue to hold the same, without any obligation to convert the same and without any regard to the limitations imposed by law on the investment of trust funds, and without liability for any loss of principal or income by reason of such retention. (B) To invest and reinvest in any property, real or personal, including but without limitation, common and preferred stocks, investment trusts, cash or other funds, fixed income-bearing securities (secured or unsecured), and any other securities, obligations and/or property without regard to limitations imposed by law on the investment of trust funds and without liability for any loss of principal or income by reason thereof. (C) To sell at public or private sale all or any part of the real or personal property belonging to the trust; to manage, operate, exchange, mortgage, pledge, partition, protect, insure, repair, alter, improve or demolish the same and pay out sums of money therefor, to abandon the same, to lease or rent the same for any term or terms, including terms exceeding ten (10) years and including a period extending beyond the termination of the trust, to foreclose any mortgage and settle any claim which may arise in connection therewith, to modify, renew, extend, reduce, pay off and satisfy mortgages, bonds, notes or other obligations or any installment of principal or interest due thereon, or to waive any default in the performance of the terms and conditions thereof; to grant options, to execute and deliver any and all deeds, bills of sale, assignments, bonds, mortgages, leases or other instruments in connection with the foregoing, all at such times, in such manner and upon such terms as the Trustees may decide. (D) To pay, collect, defer, extend, adjust, settle, arbitrate, or compromise any claim by or against the trust. (E) To vote in person or by proxy (discretionary or otherwise) in respect of all securities belonging to the trust; to become a party to the reorganization, consolidation or merger of any corporation or other entity, the securities of which they may hold; to assent to the dissolution and liquidation of any such corporation or entity; to become a party to a voting trust; to exchange or surrender securities; to deposit securities with voting trustees or with creditors', bondholders', or stockholders' committees or other protective groups; to pay all assessments, subscriptions and other sums for the protection of securities; to exercise any options or conversion privileges or subscription rights with respect thereto; and generally to exercise all the rights and powers (whether hereinabove enumerated or not) with respect to all property belonging to the trust as are or may be lawfully exercised by persons holding similar property in their own right; and for such purposes to execute any agreements or consents, and to participate in or take any steps to effectuate the same, whether or not any specific plans have been formulated therefor. (F) To take and hold in their own names as Trustees, or in the name of a nominee or nominees or in bearer form, any property or securities coming into their hands as Trustees, and to deposit the same with a custodian or custodians. (G) To employ investment counsel and to charge the expenses thereof to the trust, but the Trustees may in their absolute discretion follow or refrain from following the recommendations of such investment counsel and such recommendations shall not in any way limit the discretionary power and authority herein conferred on the Trustees with respect to investments. (H) To incur and pay the expenses of the administration of the trust, including (but not by way of limitation) reasonable attorney's fees, accountant's fees, custodian fees, and the like; to employ or engage the services of such other person or persons, firm or firms as the Trustees may consider necessary, proper or desirable to perform any services for the trust or in connection with the care or maintenance of any property belonging to the trust, and to pay such sums as the Trustees may deem reasonable for all services rendered. (I) To borrow money without personal liability therefor and to secure its repayment by bond and mortgage, pledge or hypothecation; and to lend money, securities or other property with or without collateral, upon such terms and conditions as the Trustees may consider advisable. (J) To make any distribution in cash or in kind, or partly in cash and partly in kind, including the power to distribute property in kind to the Grantor or her estate in satisfaction of her right to the annuity amount, without making pro rata distributions of specific assets and to determine the fair market valuation thereof at the time of distribution, and to sell property to the Grantor or her estate at its fair market value on the date of sale. (K) To delegate to other persons such ministerial duties as they may deem necessary for the expeditious administration of the trust. (L) To do any and all such other acts as may be necessary, proper or advisable to effectuate the powers specifically conferred upon them by this Agreement. TWELFTH: To the extent consistent with Articles FIRST through TENTH above, the following provisions in addition to all others herein shall apply to all Trustees acting hereunder to the extent permitted by law: (A) No Trustee, whether named herein or otherwise designated or appointed, shall be required to give any bond or security in any court or jurisdiction. (B) They shall not be required to file in Court any account of their proceedings or of the property which may come into their possession. (C) They shall not be liable for any act performed by them or any of them in good faith or for any error of judgment or mistake of fact or law, save only each for his or her individual act of willful misconduct. (D) They may consult with counsel and shall be fully protected in any course of conduct taken in good faith in accordance with the advice of counsel. (E) No person or corporation dealing with the Trustees in any transaction affecting the trust shall be required to inquire or investigate into their authority to entering into such transaction or to see to the application made by the Trustees of the proceeds of any such transaction. (F) Whenever in this Agreement reference is made to the Trustees, such reference shall be deemed to include the masculine, feminine and neuter genders, the singular and the plural, and not only the Trustees and successor Trustee herein named, but also all Trustees duly qualified and acting hereunder. (G) Any Trustee hereunder may resign at any time by written instrument delivered to the other Trustee then acting if there is one, and if none, then to the resigning Trustee's successor. (H) No Trustee shall be disqualified in the exercise of any powers hereunder because of any interest or connection he or she may have in any venture, business or other enterprise and the Trustees may participate with themselves as Trustees in any matters, including but not limited to the right to purchase from the trust or sell to it any property or other thing. THIRTEENTH: This Agreement shall be construed and administered and the validity of the trust hereby created shall be determined under the laws of the State of New Jersey. NATALIE S. MARCUS and CHARLES E. HEMING accept the trust hereby created and covenant that they will faithfully perform and discharge all duties of the office of Trustee. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. (L.S.) Natalie S. Marcus, Grantor and Trustee (L.S.) Charles E. Heming, Trustee STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the day of , 1995, before me personally came NATALIE S. MARCUS to me known to be the individual described in and who executed the foregoing Trust Agreement, and she acknowledged to me that she executed the same. -------------------------------- Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the day of , 1995, before me personally came CHARLES E. HEMING to me known to be the individual described in and who executed the foregoing Trust Agreement, and he acknowledged to me that he executed the same. -------------------------------- Notary Public SCHEDULE A Three hundred fifty-seven thousand seven hundred fifteen (357,715) Common Shares of American Biltrite Inc. -----END PRIVACY-ENHANCED MESSAGE-----