8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

September 23, 2008

Date of Report (Date of earliest event reported)

Congoleum Corporation

(Exact name of registrant as specified in its charter)

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

3500 Quakerbridge Road

P.O. Box 3127

Mercerville, NJ 08619-0127

(Address of principal executive offices and Zip Code)

 609-584-3000 

(Registrant’s telephone number, including area code)

  N/A  

(Former name or former address,

if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

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

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

ITEM 9.01  Financial Statements and Exhibits

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

-2- 

EX-10.1

Exhibit 10.1

AMENDMENT TO BUSINESS RELATIONS AGREEMENT

THIS AMENDMENT TO BUSINESS RELATIONS AGREEMENT, dated as of September 23rd, 2008 by and between American Biltrite Inc., a Delaware corporation (“ABI”) and Congoleum Corporation, a Delaware corporation (“Congoleum”);

WITNESSETH:

THAT WHEREAS, ABI and Congoleum are parties to a Business Relations Agreement, dated as of March 11, 1993 (the “Business Relations Agreement”), as amended August 9, 1997, and as renewed annually through March 11, 2008, and as amended March 11, 2008, pursuant to which Congoleum granted to ABI the exclusive right and license (except as to Congoleum itself) to distribute Congoleum’s vinyl, vinyl composition and other floor tile in Canada, subject to certain terms and conditions set forth in the Business Relations Agreement, as amended;

NOW, THEREFORE, in consideration of the agreement set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Extension of Term.  The term of the Business Relations Agreement is renewed until the earlier of (a) the effective date of a plan of reorganization for Congoleum Corporation, et al., following a final order of confirmation, or (b) June 30, 2009.

2. Ratification.  Each of ABI and Congoleum hereby ratifies and confirms all of the terms and provisions of the Business Relations Agreement, as amended hereby.

3. Counterparts.  This Amendment to Business Relations Agreement may be executed in one or more counterparts, each of which shall be an original but all of which shall collectively constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment to Business Relations Agreement as of the date first above written.

AMERICAN BILTRITE INC.

By:

_/s/ Richard G. Marcus

Name:  Richard G. Marcus

Title:    President

CONGOLEUM CORPORATION

By:

__/s/ Roger. S. Marcus

Name:  Roger S. Marcus

Title:    Chief Executive Officer

EX-10.2

Exhibit 10.2

SIXTH AMENDMENT TO PERSONAL SERVICES AGREEMENT

THIS SIXTH AMENDMENT TO PERSONAL SERVICES AGREEMENT, dated as of September 23rd, 2008 by and between American Biltrite Inc., a Delaware corporation (“ABI”) and Congoleum Corporation, a Delaware corporation (“Congoleum”);

WITNESSETH:

THAT WHEREAS, ABI and Congoleum are parties to a Personal Services Agreement, dated as of March 11, 1993 (the “Personal Services Agreement”), as amended February 8, 1995, November 15, 1996, March 10, 1998, November 7, 2002, and March 11, 2008, pursuant to which ABI agreed that Roger S. Marcus would serve as the Chief Executive Officer of Congoleum and Richard G. Marcus would serve as the Vice Chairman of Congoleum, subject to certain terms and conditions set forth in the Personal Services Agreement;

NOW, THEREFORE, in consideration of the agreement set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Extension of Term.  The term of the Personal Services Agreement is renewed until the earlier of (a) the effective date of a plan of reorganization for Congoleum Corporation, et al., following a final order of confirmation, or (b) June 30, 2009.

2. Ratification.  Each of ABI and Congoleum hereby ratifies and confirms all of the terms and provisions of the Personal Services Agreement, as amended hereby.

3. Counterparts.  This Amendment to Personal Services Agreement may be executed in one or more counterparts, each of which shall be an original but all of which shall collectively constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment to Personal Services Agreement as of the date first above written.

AMERICAN BILTRITE INC.

By:

_/s/ Richard G. Marcus

Name:  Richard G. Marcus

Title:    President

CONGOLEUM CORPORATION

By:

_/s/Roger S. Marcus

Name:  Roger S. Marcus

Title:    Chief Executive Officer