-----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, OBAzHOC0pIMJ7kAoOl7aKTApZspklbY0JB8RnZyYS19UnJGc59ugwSuWL6PZElJC PJbweOvFCahxTBMo/EHL+A== 0000004611-96-000011.txt : 19960814 0000004611-96-000011.hdr.sgml : 19960814 ACCESSION NUMBER: 0000004611-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960813 SROS: AMEX FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04773 FILM NUMBER: 96609654 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter Ended June 29, 1996 Commission File Number 1-4773 ------------------------ ------- American Biltrite Inc. - ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-1701350 - ---------------------------------------------------------------------- State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 57 River Street Wellesley Hills, Massachusetts 02181 - ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 617-237-6655 -------------------- None - ---------------------------------------------------------------------- Former name, former address, and former fiscal year if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date covered by this report. Class Outstanding at August 1, 1996 - -------------------------- -------------------------------- Common Stock 3,629,726 shares FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) ($000)
June 29, December 31, 1996 1995 ----------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 12,125 $ 39,297 Short-term investments 27,500 Accounts receivable, net 43,758 30,708 Inventories 90,490 82,853 Prepaid expenses & other current assets 8,769 11,268 ---------- ---------- TOTAL CURRENT ASSETS 182,642 164,126 Goodwill, net 25,012 23,579 Deferred income taxes 2,873 2,873 Other assets 8,310 8,614 Property, plant and equipment, net 107,109 104,295 ---------- ---------- $ 325,946 $ 303,487 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 19,000 Accounts payable 27,204 $ 29,094 Accrued expenses 49,680 44,819 Current portion of long-term debt 1,204 3,207 ---------- ---------- TOTAL CURRENT LIABILITIES 97,088 77,120 Long-term debt 107,815 107,712 Other liabilities 48,004 48,180 Non-controlling interests 14,801 12,679 STOCKHOLDERS' EQUITY Common stock 19,469 19,469 Retained earnings 52,794 52,096 Equity adjustment from translation (2,022) (2,334) Minimum pension liability (445) (445) Less cost of shares in treasury (11,558) (10,990) --------- ---------- 58,238 57,796 ---------- ---------- $ 325,946 $ 303,487 ========== ==========
See accompanying notes to consolidated condensed financial statements. 2 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) ($000)
Three Months Ended Six Months Ended June 29, July 1, June 29, July 1, 1996 1995 1996 1995 -------- -------- -------- -------- Net sales $ 110,175 $ 101,289 $ 200,080 $ 190,980 Interest and other income 810 1,175 2,123 3,442 ---------- ---------- ---------- ---------- 110,985 102,464 202,203 194,422 ---------- ---------- ---------- ---------- Costs and expenses: Cost of products sold 74,422 69,559 139,178 131,721 Selling, general and administrative expenses 26,452 23,089 51,565 44,768 Interest 2,585 2,789 5,234 4,945 ---------- ---------- ---------- ---------- 103,459 95,437 195,977 181,434 ---------- ---------- ---------- ---------- EARNINGS BEFORE INCOME TAXES AND NON-CONTROLLING INTERESTS 7,526 7,027 6,226 12,988 Provision for income taxes 3,150 3,118 2,645 5,649 Non-controlling interests (2,736) (1,782) (2,151) (3,193) ---------- ---------- ---------- ---------- NET EARNINGS $ 1,640 $ 2,127 $ 1,430 $ 4,146 ========== ========== ========== ========== Earnings per common share $ .45 $ .56 $ .39 $ 1.09 ========== ========== ========== ========== Dividends declared per common share $ .10 $ .0875 $ .20 $ .15 ========== ========== ========== ==========
See accompanying notes to consolidated condensed financial statements. 3 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) ($000)
Six Months Ended June 29, July 1, 1996 1995 -------- -------- OPERATING ACTIVITIES Net earnings $ 1,430 $ 4,146 Adjustments to reconcile net earnings to net cash used by operating activities: Depreciation and amortization 6,076 5,894 Accounts and notes receivable (13,176) (5,328) Inventories (7,847) (16,431) Prepaid expenses and other current assets 2,476 430 Accounts payable and accrued expenses 2,023 616 Non-controlling interests 2,151 3,193 Other 1,071 889 --------- --------- NET CASH USED BY OPERATING ACTIVITIES (5,796) (6,591) INVESTING ACTIVITIES Investment in property, plant and equipment (8,411) (4,645) Purchase of short-term investments (27,500) (12,500) Maturities of short-term investments 28,295 Business acquisitions (1,680) (5,274) --------- --------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (37,591) 5,876 FINANCING ACTIVITIES Net short-term borrowings 19,000 16,000 Long-term borrowings 15,000 Payment on long-term debt (17,154) (52) Payment of Congoleum equity offering costs (870) Net proceeds from Congoleum equity offering 56,219 Repurchase of Congoleum Class B shares (60,450) Repayments of loans from affiliates (5,400) K&M capital transactions (3,569) Purchase of treasury shares (604) (2) Proceeds from exercise of stock options 36 28 Dividends paid (732) (539) --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 15,546 1,365 Effect of foreign exchange 669 (432) --------- --------- INCREASE (DECREASE) IN CASH (27,172) 218 Cash at beginning of period 39,297 19,701 --------- --------- CASH AT END OF PERIOD $ 12,125 $ 19,919 ========= =========
See accompanying notes to consolidated condensed financial statements. 4 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS June 29, 1996 Note A - Basis of Presentation - ------------------------------ The accompanying unaudited consolidated condensed financial statements which include the accounts of American Biltrite Inc. and its wholly-owned subsidiaries ("ABI") as well as entities over which it has voting control have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 29, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. Note B - Inventories - -------------------- Inventory at June 29, 1996 and December 31, 1995 consisted of the following:
June 29, December 31, 1996 1995 -------- ------------ ($000) Finished goods $ 61,590 $ 54,629 Work-in-process 13,717 11,984 Raw materials and supplies 15,183 16,240 --------- --------- $ 90,490 $ 82,853 ========= =========
Note C - Commitments and Contingencies - -------------------------------------- ABI has recorded what it believes are adequate provisions for environmental remediation and product-related liabilities. While the company believes that its estimate of the future amount of these liabilities is reasonable, the ultimate outcome of these matters cannot be determined. 5 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS June 29, 1996 Results of Operations - --------------------- Net sales for the 1996 second quarter were $110.2 million compared to $101.3 million last year. Congoleum Corporation ("Congoleum") sales in the second quarter reflect an increase of $5.7 million over last year's second quarter resulting from a strong performance in nearly all product categories with the most significant increase occurring in sales to the manufactured housing segment. ABI's Tape and Canadian operations also reflect increases over last year with K&M Associates L.P. ("K&M") reflecting a small sales loss from last year due to the continuation of a weak retail environment. Year-to-date net sales were $200.1 million compared to $191.0 million last year. ABI's Tape and Canadian operations reflect year-to-year increases in sales due to an improved domestic economy. Congoleum's strong second quarter sales performance did not overcome the poor sales performance in the current first quarter. K&M operating performance was not included in last year's first quarter in that ABI did not acquire a majority position in K&M until April 1, 1995. Interest and other income decreased by $0.4 million in the current quarter and by $1.3 million in the current six months. Key factors accounting for this reduction are lower royalty income at Congoleum, lower incentive payments from Hillside Industries and receipt in 1995 of one-time insurance claim and reserve adjustments. Cost of products sold as a percentage of sales in the current quarter decreased to 67.5% from 68.7%. This improvement was generated mainly at Congoleum where gross profit margins improved as a result of the sales increase discussed earlier, improved productivity and more moderate raw material costs. In the current six months, these percentages increased to 69.6% from 69.0% last year caused by the poor sales and productivity performance at Congoleum in the current first quarter. Selling, general and administrative expenses as a percentage of sales in the current quarter increased to 24.0% from 22.8% last year and for the current six months increased to 25.8% from 23.4% last year. The major reasons for the increase for both periods include increased expenses at both Congoleum and ABI for new and existing product promotions, expanded distribution and new product development. 6 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS June 29, 1996 Interest expense decreased to $2.6 million in the current quarter from $2.8 million last year due to the mix of loans outstanding with varying interest rates and interest rates being generally lower than last year. Interest expense increased to $5.2 million in the current six months from $4.9 million last year due to increased borrowings at ABI to finance the acquisition of additional partnership interest in K&M, and at K&M to finance a portion of its working capital. Net income for the second quarter of 1996 was $1.6 million, compared to $2.1 million for last year's second quarter and reflect the improvement in earnings at Congoleum being offset by lower earnings at ABI and a loss at K&M. For the current six months, net income was $1.4 million, being $2.7 million lower than $4.1 million net income in the first half of 1995. Congoleum's current first quarter loss together with lower six months earnings at ABI and a six month loss at K&M, account for this year-to-year difference. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents, including short-term investments at June 29, 1996, were $39.6 million compared to $39.3 million at December 31, 1995. Working capital was $85.6 million,down slightly from $87.0 million at December 31, 1995. The ratio of current assets to current liabilities at June 29, 1996 was 1.9 to 1 and was 2.1 to 1 at December 31, 1995. Cash used by operations was $5.8 million for the first six months of 1996 and consists mainly of increases in receivables and inventory to support the current increases in sales volume. Capital expenditures in the current six months were $8.4 million and depreciation and amortization expense was $6.1 million. It is anticipated that total year 1996 capital spending will be in the range of $22 to $24 million. The Company has established a reserve for product related liabilities and an environmental reserve against which the costs of administration and remediation are and will be charged. Since legal proceedings tend to be unpredictable and costly, resolution of an environmental proceeding could possibly be material to the results of operations or cash flow for a particular quarterly or annual reporting period. 7 FORM 10-Q PART I. FINANCIAL INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS June 29, 1996 Cash requirements for capital expenditures, working capital, debt service and the current authorization of $5.0 million to purchase ABI Common Stock and $5.0 million to purchase Congoleum Common Stock, are expected to be financed from operating activities and borrowings under existing bank lines of credit which at ABI are presently $30.0 million and at Congoleum are $30.0 million. During the current first quarter, ABI entered into a $30.0 million note purchase and private shelf agreement with an insurance company and drew down $15.0 million. There is $15.0 million remaining in the shelf facility for future financing requirements. 8 FORM 10-Q PART II. OTHER INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES June 29, 1996 Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- The following exhibits are included herein: 3.1(1) Restated Certificate of Incorporation dated May 3, 1990 3.1(2) Certificate of Amendment, dated May 30, 1995, of the Restated Certificate of Incorporation 3.1(3) Certificate of Amendment, dated May 15, 1996, of the Restated Certificate of Incorporation dated May 3, 1990, as amended (11) Statement re: computation of earnings per share (b) Reports on Form 8-K ------------------ There were no reports on Form 8-K filed for the three months ended June 29, 1996. 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 thereunto duly authorized. AMERICAN BILTRITE INC. ---------------------- (Registrant) Date: August 8, 1996 BY:/s/Gilbert K. Gailius --------------------- Gilbert K. Gailius Vice President-Finance 9 EX-3.1(1) 2 RESTATED CERTIFICATE OF INCORPORATION DATED MAY 3, 1990 Exhibit 3.1(1) RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN BILTRITE INC. AMERICAN BILTRITE INC., a corporation organized on November 29, 1954 under the name American Biltrite Rubber Co. Inc., hereby amends and restates its Certificate of Incorporation, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, to read in its entirety as follows: FIRST: The name of the Corporation is AMERICAN BILTRITE INC. (hereinafter, the "Corporation"). SECOND: The respective names of the County and of the City within the county in which the registered office of the Corporation is to be located in the State of Delaware are the County of Kent and the City of Dover. The name of the registered agent of the Corporation is The Prentice-Hall Corporation System, Inc. The street and number of said registered office and the address by street and number of said registered agent is 32 Lockerman Square, Suite L-100, Dover, Delaware. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "GCL"). FOURTH: The total number of shares of capital stock of all classes which the Corporation shall have the authority to issue is six million five hundred thousand (6,500,000) shares. Five million five hundred thousand (5,500,000) shares shall be Common Stock, no par value, and one million (1,000,000) shares shall be Preferred Stock, no par value. A. PREFERRED STOCK 1. The Board of Directors is authorized to provide for the issuance of all or any shares of the Preferred Stock, in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the GCL, including, without limitation, the authority to provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. 2. No holder of Preferred Stock shall as such holder have any preemptive rights in or preemptive rights to subscribe to or purchase any shares of the class of stock or any other securities which may at any time be issued by the Corporation except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors. B. COMMON STOCK 1. The holders of the Common Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors out of assets legally available therefor. 2. No holder of Common Stock shall as such holder have any preemptive right in or preemptive right to subscribe to or purchase any shares of the class of stock or any other securities which may at any time be issued by the Corporation. 3. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, all assets and funds of the Corporation remaining after the satisfaction in full of the prior rights of creditors, including, but not limited to, holders of the Corporation's indebtedness and the aggregate liquidation preference of any Preferred Stock then outstanding, shall be divided and distributed among the holders of the Common Stock ratably (together with any shares of capital stock of the Corporation which are not entitled to any preference in liquidation). C. VOTING RIGHTS Except as otherwise specifically required by law, this Certificate of Incorporation or as specifically provided in any resolution of the Board of Directors providing for the issuance of any particular series of Preferred Stock, the exclusive voting power of the Corporation shall be vested in the Common Stock of the Corporation. Except as otherwise provided in this Certificate of Incorporation, each share of Common Stock shall entitle the holder thereof to one vote at all meetings of the stockholders of the Corporation. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1990 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1991, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Each of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding stock of the Corporation then entitled to vote for the election of such director. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article FOURTH applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms. B. Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation the vote required for any action by the Board of Directors, and that from time to time shall affect the directors' power to manage the business and affairs of the Corporation; and no By-Law adopted by stockholders shall operate retroactively to impair or impede the implementation of any action authorized in accordance with the foregoing. C. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered: 1. To make, alter, amend, and repeal the By-Laws, subject, however, to the power of the stockholders to alter and repeal the By-Laws made by the Board of Directors. 2. To determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and papers of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any rights to inspect any account, book or document of the Corporation, except as and to the extent expressly provided by law with reference to the right of stockholders to examine the original or duplicate stock ledger, or otherwise expressly provided by law, or except as expressly authorized by resolution of the Board of Directors. 3. To authorize and issue obligations of the Corporation, secured or unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as they may determine, and to authorize the mortgaging or pledging, as security therefor, of any property of the Corporation, real or personal, including after-acquired property. D. In addition to the powers and authority hereinbefore or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation and any By-Laws adopted by the stockholders. SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them, and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the application has been made be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by applicable law and all rights conferred upon officers, directors and stockholders herein are granted subject to this reservation. EIGHTH: A. No director of the Corporation shall be held personally liable to the Corporation or its stockholders for monetary damages of any kind for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (3) under Section 174 of the GCL, or (4) for any transaction from which the director derived an improper personal benefit. If the GCL is amended after the date this Certificate of Incorporation became effective under the GCL to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time. No amendment or repeal of this Section A of Article EIGHTH by the stockholders of the Corporation shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions occurring prior to such amendment or repeal. The provisions of this Section A of Article EIGHTH shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Section A of Article EIGHTH. B. Every person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person, or such person's testator or intestate, is or was a director or an officer of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation or for its benefit any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity shall be indemnified and held harmless by the Corporation to the fullest extent legally permissible under the GCL in the manner prescribed therein, from time to time, against all expenses (including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith. Similar indemnification may be provided by the Corporation to an agent or employee of the Corporation who was or is a party or is threatened to be made a party to or is involved in any such threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation or for its benefit any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. No amendment or repeal of this Section B of Article EIGHTH by the stockholders of the Corporation shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the GCL. The Corporation may also create a trust fund, grant a security interest and use other means (including, but not limited to, letters of credit, surety bonds and other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere. NINTH: No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if: A. the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the votes of the disinterested directors be less than a quorum; or B. the material facts as to his relationship or interest and as to the contract or transaction are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed in its name this 3rd day of May, 1990. AMERICAN BILTRITE INC. By /s/ RICHARD G. MARCUS ----------------------- Richard G. Marcus President Attest: /s/ HENRY W. WINKLEMAN ---------------------- Henry W. Winkleman Secretary EX-3.1(2) 3 CERTIFICATE OF AMENDMENT, DATED MAY 30, 1995. Exhibit 3.1(2) CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN BILTRITE INC. --------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------- American Biltrite Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: FIRST: The first and second sentences of Article FOURTH of the Corporation's Restated Certificate of Incorporation are hereby amended to read in their respective entireties as set forth below: FOURTH: The total number of shares of capital stock of all classes which the Corporation shall have the authority to issue is sixteen million (16,000,000) shares. Fifteen million (15,000,000) shares shall be Common Stock, no par value, and one million (1,000,000) shares shall be Preferred Stock, no par value. SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its corporate name this 30th day of May, 1995. AMERICAN BILTRITE INC. By /s/ Richard G.Marcus --------------------- Name: Richard G. Marcus Title: President EX-3.1(3) 4 CERTIFICATE OF AMENDMENT, DATED MAY 15, 1996. Exhibit 3.1(3) CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN BILTRITE INC. ---------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------- American Biltrite Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: FIRST: The first and second sentences of Article FOURTH of the Corporation's Restated Certificate of Incorporation are hereby amended to read in their respective entireties as set forth below: FOURTH: The total number of shares of capital stock of all classes which the Corporation shall have the authority to issue is sixteen million (16,000,000) shares. Fifteen million (15,000,000) shares shall be Common Stock, par value $.01 per share, and one million (1,000,000) shares shall be Preferred Stock, par value $.01 per share. SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its corporate name this 15th day of May, 1996. AMERICAN BILTRITE INC. By /s/ Richard G. Marcus ----------------------- Name: Richard G. Marcus Title: President EX-11 5 FORM 10-Q PART II. OTHER INFORMATION AMERICAN BILTRITE INC. AND SUBSIDIARIES June 29, 1996 Item 6. Exhibits - ------------------- (11) STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Six Months Ended July 1, July 1, 1995 1995 --------- --------- (000's omitted, except per share data) Primary: Average shares outstanding 3,595 3,583 Net effect of dilutive stock options-based on the treasury stock method using average market price 221 234 -------- -------- Totals 3,816 3,817 ======== ======== Net income $ 2,127 $ 4,146 ======== ======== Per share amount $ .56 $ 1.09 ======== ======== Fully diluted: Average shares outstanding 3,595 3,583 Net effect of dilutive stock options-based on the treasury stock method using quarter-end market price 221 234 -------- -------- Totals 3,816 3,817 ======== ======== Net income $ 2,127 $ 4,146 ======== ======== Per share amount $ .56 $ 1.09 ======== ========
Note: There was no dilutive effect from stock options in 1996. Weighted average shares outstanding for the three months and six months ended June 29, 1996 were 3,647,989 and 3,659,236, respectively. EX-27 6
5 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-29-1996 12,125 27,500 43,758 0 90,490 182,642 107,109 0 325,946 97,088 107,815 0 0 19,469 38,769 325,946 200,080 202,203 139,178 139,178 51,565 0 5,234 6,226 2,645 1,430 0 0 0 1,430 .39 .39
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