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

Date of Report (Date of earliest event reported) June 17, 2009

AMERICAN BILTRITE INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4773	04-1701350
(State or other jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

57 River Street, Wellesley Hills, Massachusetts 02481-2097

(Address of principal executive offices, including zip code)

(781) 237-6655

(Registrant's telephone number, including area code)

Not Applicable

(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:

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

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

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

o 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 June 17, 2009, American Biltrite Inc. and Congoleum Corporation entered into an Amendment to Business Relations Agreement that renewed the agreement 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) March 31, 2010. The amendment is filed hereto as Exhibit 10.1

On June 17, 2009,  American Biltrite Inc. and Congoleum Corporation entered into  the Seventh Amendment to Personal Service Agreement  that  renewed the agreement 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) March 31, 2010.  The amendment is filed hereto as Exhibit 10.2.

On December 31, 2003, Congoleum Corporation filed a voluntary petition with the United States Bankruptcy Court for the District of New Jersey (Case No. 03-51524) seeking relief under Chapter 11 of the United States Bankruptcy Code as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago.  That Chapter 11 case remains pending.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	American Biltrite Inc and Congoleum Amendment to Business Relations Agreement date June 17, 2009
10.2	American Biltrite Inc and Congoleum Seventh Amended Personal Service Agreement date  June 17, 2009

SIGNATURES

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

Date:  June 19, 2009 AMERICAN BILTRITE INC.     By: /s/ Howard N. Feist III Name:  Howard N. Feist III Title:  Chief Financial Officer  

EXHIBIT INDEX

Exhibit Number	Description
10.1	American Biltrite Inc and Congoleum Amendment to Business Relations Agreement date June 17, 2009
10.2	American Biltrite Inc and Congoleum Seventh Amended Personal Service Agreement date  June 17, 2009

EX-10.1

Exhibit 10.1

AMENDMENT TO BUSINESS RELATIONS AGREEMENT

THIS AMENDMENT TO BUSINESS RELATIONS AGREEMENT, dated as of June 17, 2009 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 and September 23, 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) March 31, 2010.

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

SEVENTH AMENDMENT TO PERSONAL SERVICES AGREEMENT

THIS SEVENTH AMENDMENT TO PERSONAL SERVICES AGREEMENT, dated as of June 17, 2009 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, March 11, 2008 and September 23, 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) March 31, 2010.

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