-----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, HB19rq2Om8V0GmhEhKK+2kXV+YudKyHAqCxymXZoV0z/r63C4UidyA7ALlkGqT+F fKcbLwIkUwERmojhdNU/pw== 0001171520-07-000390.txt : 20070815 0001171520-07-000390.hdr.sgml : 20070815 20070815144545 ACCESSION NUMBER: 0001171520-07-000390 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070815 EFFECTIVENESS DATE: 20070815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONGOLEUM CORP CENTRAL INDEX KEY: 0000023341 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 020398678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13612 FILM NUMBER: 071059340 BUSINESS ADDRESS: STREET 1: 3500 QUAKERBRIDGE RD STREET 2: PO BOX 3127 CITY: MERCERVILLE STATE: NJ ZIP: 08619-0127 BUSINESS PHONE: 6095843000 MAIL ADDRESS: STREET 1: 3500 QUAKERBRIDGE RD STREET 2: PO BOX 3127 CITY: MERCERVILLE STATE: NJ ZIP: 08619-0127 FORMER COMPANY: FORMER CONFORMED NAME: BATH INDUSTRIES INC DATE OF NAME CHANGE: 19750528 FORMER COMPANY: FORMER CONFORMED NAME: BATH IRON WORKS CORP DATE OF NAME CHANGE: 19670907 NT 10-Q 1 eps2591.txt CONGOLEUM CORPORATION UNITED STATES ---------------- SECURITIES AND EXCHANGE SEC FILE NUMBER COMMISSION 001-13612 Washington, D.C. 20549 ---------------- CUSIP NUMBER FORM 12b-25 207195108 ---------------- NOTIFICATION OF LATE FILING (Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form 10-D |_| Form N-SAR |_| Form N-CSR For Period Ended: June 30, 2007 |_| Transition Report on Form 10-K |_| Transition Report on Form 20-F |_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q |_| Transition Report on Form N-SAR For the Transition Period Ended: ___________________________________ Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________ - -------------------------------------------------------------------------------- PART I - REGISTRANT INFORMATION Congoleum Corporation --------------------------------------------------------- Full Name of Registrant --------------------------------------------------------- Former Name if Applicable 3500 Quakerbridge Road P.O. Box 3127 --------------------------------------------------------- Address of Principal Executive Office (Street and Number) Mercerville, NJ 08619-0127 --------------------------------------------------------- City, State and Zip Code - -------------------------------------------------------------------------------- PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) |_| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. - -------------------------------------------------------------------------------- PART III -- NARRATIVE State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. In June 2007, Congoleum Corporation (the "Company") received a comment letter (the "Comment Letter") from the Securities and Exchange Commission (the "SEC") indicating that the SEC had reviewed the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the "2006 10-K") and was requesting supplemental information on the Company's accounting policies and disclosures related to asbestos liabilities, insurance settlements and related costs. The Company responded to the Comment Letter on August 1, 2007. The Comment Letter process is not yet complete and the Company is therefore unable to determine whether, as a result of the Comment Letter, it will be necessary to supplement the disclosure included in, or restate or make other changes to the financial statements included in, the 2006 10-K or the Company's other periodic reports previously filed with the SEC. In order to ensure that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (the "Second Quarter 2007 10-Q") complies with any disclosure recommendations arising from the Comment Letter, the Company intends to delay the filing of its Second Quarter 2007 10-Q until the SEC notifies it that the Comment Letter process is complete. - -------------------------------------------------------------------------------- PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Howard N. Feist III (609) 584-3000 ------------------- ---------- ------------------ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes |_|No 2 If so, attach an explanation of the anticipated change, both narratively, and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On August 10, 2007, the Company announced that net income for the six months ended June 30, 2007 was $484,000, or $.06 per share, versus net income of $837,000, or $.10 per share, in the first six months of 2006. The Company attributes this decrease to considerable demand weakness in the Company's three major markets, which are remodel, new residential housing, and manufactured homes, during the second quarter of 2007. The Comment Letter process is not yet complete and the Company is therefore unable to determine whether, as a result of the Comment Letter, it will be necessary to make changes to the financial statements included in periodic reports the Company files with the SEC, including the financial statements that will be included in the Second Quarter 2007 10-Q. - -------------------------------------------------------------------------------- Congoleum Corporation --------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 15, 2007 By: /s/ Howard N. Feist III ------------------------------ Name: Howard N. Feist III Title: Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----