Congoleum Corporation Plans Note Offering.MERCERVILLE, N.J.--(BUSINESS WIRE)--July 14, 1998--Congoleum Corporation (NYSE NYSE See: New York Stock Exchange : CGM (1) (Computer Graphics Metafile) An ISO/IEC standard format for 2D graphics images introduced in 1987. Primarily a vector graphics format for technical illustrations and geophysical visualizations, CGM also supports raster graphics and text. ) announced today that it plans to offer $100 million principal amount of new ten-year Senior Notes in a private placement limited to qualified institutional buyers in reliance on Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended. A portion of such new Senior Notes may also be offered outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933, as amended. The proceeds of the new Senior Notes will be used to repay the Company's outstanding 9% Senior Notes due 2001 in the principal amount of $76.6 million, together with accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. and applicable prepayment premium, to pay certain fees and expenses in connection with the offering and for working capital and general corporate purposes. The offering of such new Senior Notes will not be registered under the Securities Act of 1933, as amended, and such Senior Notes may not be offeredor sold in the United States absent registration or an applicable exemption from the registration requirements. The Company expects to report an extraordinary after-tax charge of $2.3 million ($0.25 per share) for debt extinguishment costs in connection with this offering. Information in this press release includes forward-looking statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements include, without limitation, the intention of Congoleum to consummate the refinancing and the offering of the Senior Notes. All such forward-looking statements involve risks and uncertainties. The following factor, among others, could cause actual results to differ materially from those expressed in the forward looking statements: difficulties or delays in consummating the sales of the new Senior Notes, the proceeds from which will be used to fund the refinancing of the 9% Senior Notes. Congoleum is a 49% owned subsidiary of American Biltrite, Inc. (AMEX AMEX See: American Stock Exchange : ABL).
CONTACT: Congoleum Corp., Mercerville
Howard N. Feist, senior vice president, finance,
609/584-3586
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