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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Congoleum Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
207195 10 8
----------------------------------------------------------
(CUSIP Number)
Hillside Capital Incorporated, 405 Park Avenue, New York, NY 10022;
Attn: John N. Irwin III
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 22, 1997
----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person; (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15
<PAGE> 2
CUSIP NO. 207195 10 8 SCHEDULE 13D PAGE 2 OF 15 PAGES
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Group consisting of Hillside Capital Incorporated, JJJ Charitable
Foundation and John N. Irwin III
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH 359,395 (See Item 5)
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 359,395 (See Item 5)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,395 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP NO. 207195 10 8 SCHEDULE 13D PAGE 3 OF 15 PAGES
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hillside Capital Incorporated
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH 334,395 (See Item 5)
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
334,395 (See Item 5)
-------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,395 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP NO. 207195 10 8 SCHEDULE 13D PAGE 4 OF 15 PAGES
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JJJ Charitable Foundation
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH 25,000 (See Item 5)
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,000 (See Item 5)
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP NO. 207195 10 8 SCHEDULE 13D PAGE 5 OF 15 PAGES
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John N. Irwin III
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH 359,395 (See Item 5)
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
359,395 (See Item 5)
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,395 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
Page 6 of 15
This Amendment Number 2 to Statement on Schedule 13D is being filed
with the Securities and Exchange Commission (the "Commission") on behalf of the
alleged "group" identified on Page 2 above.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
the Class A common stock, par value $.01 per share (the "Class A Common Stock"),
of Congoleum Corporation, a Delaware corporation (the "Company"). The address of
the principal executive offices of the Company is 3705 Quakerbridge Road, P.O.
Box 3127, Mercerville, New Jersey 08619-0127.
Item 2. Identity and Background.
(a) This Amendment Number 2 to Statement on Schedule 13D is being
filed on behalf of (i) Hillside Capital Incorporated ("Capital"), (ii) JJJ
Charitable Foundation ("JJJ"), (iii) John N. Irwin III (collectively with
Capital and JJJ, the "Filing Persons"). Capital is the holder of record of
334,395 shares of Class B common stock, par value $.01 per share (the "Class B
Common Stock"), of the Company which is convertible on a 1-for-1 basis into
shares of Class A Common Stock of the Company. JJJ is the record holder of
25,000 shares of Class B Common Stock. Mr. Irwin is the majority stockholder of
Capital and is a director of JJJ. The filing of this Amendment Number 2 to
Statement on Schedule 13D by the Filing Persons does not constitute an admission
that the Filing Persons are a group, and each Filing Person expressly disclaims
the existence of a group.
(b) The business address of each of the Filing Persons is c/o
Hillside Capital Incorporated, 405 Park Avenue, 12th Floor, New York, New York
10022.
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Page 7 of 15
(c) The present principal business or occupation of each of the
Filing Persons is as follows:
Capital Holding Company
JJJ Private Foundation
Mr. Irwin Managing Director and Director of Capital; Director of
JJJ; and Managing Director of BPI Capital Partners, Inc.
(d) - (e) During the last five years, none of the Filing Persons has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of Capital and JJJ is incorporated under the laws of the
State of Delaware. Mr. Irwin is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Effective February 28, 1993, the business and assets of the Company
and the Amtico resilient tile division (the "Tile Division") of American
Biltrite Inc. ("ABI") were combined (the "Acquisition"). The combination was
effected through the organization of a new corporation, Congoleum Holdings
Incorporated ("Congoleum Holdings"), to which Hillside Industries Incorporated,
a subsidiary of Capital ("Industries"), contributed all of the outstanding
capital stock of Resilient Holdings Incorporated ("Resilient"), then the owner
of all of the outstanding capital stock of the Company, and to which ABI
contributed the assets and certain liabilities of the Tile Division.
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Page 8 of 15
Upon consummation of the Acquisition, Congoleum Holdings owned all of the
outstanding capital stock of Resilient, which in turn, owned all of the
outstanding capital stock of the Company.
In return for its contribution to Congoleum Holdings, Industries
received common stock of Congoleum Holdings and ABI received cash, preferred
stock and common stock of Congoleum Holdings.
On February 8, 1995 (the "Closing Date"), the Company consummated an
initial public offering of 4,100,000 shares of Class A Common Stock, subject to
an over-allotment option of up to an additional 615,000 shares of Class A Common
Stock (the "Offering"), at an offering price of $13.00 per share. Effective on
the Closing Date, the Company additionally implemented a Plan of Repurchase by
and among ABL Industries, Congoleum Holdings, Resilient and the Company, dated
as of February 1, 1995, pursuant to which, among other things, (i) the
two-tiered holding company structure of the Company which had existed since the
consummation of the Acquisition was eliminated through the merger of Congoleum
Holdings and Resilient with and into the Company (the "Merger"), with the
Company as the surviving corporation, (ii) the Company's capital stock
outstanding immediately prior to the consummation of the Merger was converted in
the Merger into an aggregate of 10,000,000 shares of Class B Common Stock held
by ABI and Industries, (iii) the Company used the net proceeds of the Offering,
together with certain working capital of the Company, to acquire 4,650,000 of
the shares of Class B Common Stock held by Industries at the same price per
share as the initial public offering price of the 4,650,000 shares of Class A
Common Stock sold in the Offering and (iv) the Stockholders Agreement, dated
March 11, 1993, among the Company, ABI and Industries was amended (as so
amended, the "Stockholders Agreement") to
<PAGE> 9
Page 9 of 15
provide that each of ABI and Industries will, subject to certain terms and
conditions, vote all of its shares of Class B Common Stock of the Company for
the election of a Board of Directors of the Company consisting of four nominees
designated by ABI, two non-affiliated directors and two nominees designated by
Industries. Industries' right to require the election of its two nominees will
remain in effect for a minimum period of two years following the consummation of
the Offering and thereafter until the earlier of (i) the seventh anniversary of
the consummation of the Offering and (ii) the date that Industries' sales of
shares reduce its percentage voting interest in the Company below 8.0%.
Each share of the Class B Common Stock converts automatically into
one share of Class A Common Stock without the requirement of any further action
upon its sale or other transfer by Industries or ABI to a person or entity other
than one of its affiliates. In addition, shares of Class B Common Stock may be
converted into an equal number of shares of Class A Common Stock in certain
circumstances, including, but not limited to, the following: (i) at any time at
the option of the holders thereof and (ii) upon the adoption of a resolution to
such effect by a majority of the entire Board of Directors of the Company and
the holders of a majority of the outstanding shares of Class B Common Stock
voting as a separate class.
The foregoing description of the Acquisition and the Plan of
Repurchase and the transactions contemplated thereby is qualified in its
entirety by reference to the description thereof set forth in page 13 of the
Registration Statement on Form S-1, registration number 33-87282, filed by the
Company with the Commission on February 1, 1995 (the "Registration Statement").
The foregoing description of the Stockholders Agreement is qualified in its
entirety by the text of such
<PAGE> 10
Page 10 of 15
agreement, as amended, a copy of which is attached as Exhibit C hereto and
incorporated by reference herein.
On May 21, 1997, Capital (which had previously acquired the shares
of Class B Common Stock formerly held by Industries as a consequence of the
merger of Capital and Industries) transferred an aggregate of 120,000 shares of
Class B Common Stock to JJJ without consideration.
On December 22, 1997, Capital (which had previously acquired the
shares of Class B Common Stock formerly held by Industries as a consequence of
the merger of Capital and Industries) sold an aggregate of 500,000 shares of
Class B Common Stock back to the Company in a private transaction pursuant to
which the Company paid Capital $9.25 per share.
Item 4. Purpose of Transaction.
The 359,395 shares of Class A Common Stock of the Company covered by
this statement were acquired by Capital and JJJ for the purpose of investment in
the ordinary course of business and not with the purpose or effect of changing
or influencing control of the Company. Except as otherwise set forth herein,
none of the Filing Persons have any present plans or proposals which relate to
or which would result in:
(i) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
<PAGE> 11
Page 11 of 15
(iv) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board of the Company;
(v) any material change in the present caption or dividend policy
of the Company;
(vi) any other material change in the Company's business or
corporate structure;
(vii) changes in the Certificate of Incorporation or Bylaws of the
Company or other actions which may impede the acquisition of
control of the Company by any person;
(viii) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of
a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act, as amended; or
(x) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on December 22, 1997, Capital
beneficially owns 334,395 shares of Class B Common Stock of the Company, which
shares are convertible on a 1-for-1 basis into 334,395 shares of Class A Common
Stock of the Company. As of the close of business on December 22, 1997, JJJ
beneficially owns 25,000 shares of Class B Common Stock of the
<PAGE> 12
Page 12 of 15
Company, which shares are convertible on a one-for-one basis into 25,000 shares
of Class A Common Stock of the Company.
Additionally, as of such date, ABI is deemed the beneficial owner of
4,395,605 shares of Class B Common Stock. The Filing Persons have no power to
vote or direct the vote or to dispose or direct the disposition of the Class A
Common Stock beneficially owned by ABI. However, as a result of the voting
agreement made by Industries and ABI in the Stockholders Agreement, the Filing
Persons and ABI may be deemed to be members of a group. The Filing Persons
expressly disclaim membership in such group. The 359,395 shares of Class A
Common Stock reported as beneficially owned by the Filing Persons in this
Statement do not include the 4,395,605 shares of Class A Common Stock to which
the Filing Persons disclaim beneficial ownership for the purposes of Section
13(d) or 13(g) of the Exchange Act and for any other purpose.
(b) Each of Capital and JJJ, through action of a majority of its
directors, has the power to vote or to direct the vote of, and power to dispose
or direct the disposition of, all shares of Class A Common Stock of the Company
beneficially owned by it. Mr. Irwin may, by virtue of his relationship with
Capital and JJJ, be deemed to have shared power to vote or to direct the vote
of, and shared power to dispose or direct the disposition of, all 359,395 shares
of Class A Common Stock of the Company held of record by Capital and JJJ.
Reference is made to Item 3 hereof for information concerning the
provisions of the Stockholders Agreement described therein, which is
incorporated herein by reference, as well as to subparagraph (a) of this Item 5
with respect to the Filing Persons' disclaimers of (i) membership in
<PAGE> 13
Page 13 of 15
a "group" with ABI for any purposes, and (ii) beneficial ownership of the
4,395,605 shares of Class A Common Stock beneficially owned by ABI, which
disclaimers are herein incorporated by reference.
(c) On December 22, 1997, Capital sold an aggregate of 500,000
shares of Class B Common Stock back to the Company in a private transaction at a
price of $9.25 per share. Except as otherwise set forth in this Statement, the
Filing Persons have not effected any transaction in the shares of Class A Common
Stock of the Company during the past sixty (60) days.
(d) With respect to the 359,395 shares of Class A Common Stock
beneficially owned by the Filing Persons, the Filing Persons may be deemed to
have the right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of such securities.
(e) As of the close of business on December 22, 1997, the Filing
Persons ceased to be the beneficial owners of more than five percent of Class A
Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Reference is made to the text of Item 3 above with respect to the
description of the Stockholders Agreement, which is incorporated herein by
reference. The Company, pursuant to a Registration Rights Agreement, dated as of
February 8, 1995, by and between the Company and Industries (the "Registration
Rights Agreement"), has granted Capital certain rights to require the Company to
use its reasonable best efforts to effect a registration pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of shares of Class A
Common Stock into which its shares of Class B Common Stock will convert upon
their sale to a non-affiliate of Capital. A copy of the Registration Rights
Agreement is incorporated herein by reference. Subject to the contractual
<PAGE> 14
Page 14 of 15
restrictions described below, any or all of such shares may be sold in the
public market pursuant to such demand registration rights.
Except as otherwise set forth herein or incorporated by reference in
this Statement, none of the Filing Persons have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including, but not limited to, the
transfer or voting of any of the securities of the Company, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Signatures
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated:December 31, 1997
HILLSIDE CAPITAL INCORPORATED
By: /s/ John N. Irwin III
---------------------------------
John N. Irwin III
Managing Director
JJJ CHARITABLE FOUNDATION
By: /s/ John N. Irwin III
---------------------------------
John N. Irwin III
Director
/s/ John N. Irwin III
-------------------------------------
John N. Irwin III
<PAGE> 15
Page 15 of 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit(1) Description
- ---------- -----------
<S> <C>
A Plan of Repurchase, dated as of February 1, 1995, among
American Biltrite Inc., Hillside Industries Incorporated,
Congoleum Holdings Incorporated, Resilient Holdings
Incorporated and Congoleum Corporation.
B Page 13 of the Registration Statement on Form S-1,
registration number 33-87282, filed by Congoleum Corporation
with the Commission on February 1, 1995.
C Stockholders Agreement dated as of March 11, 1993
among Hillside Industries Incorporated, American
Biltrite Inc., Congoleum Holdings Incorporated,
Resilient Holdings Incorporated and Congoleum
Corporation (the "Stockholders Agreement") and
Amendment to the Stockholders Agreement, dated as
of February 8, 1995 among Hillside Industries
Incorporated, American Biltrite Inc. and Congoleum
Corporation.
D Registration Rights Agreement, dated as of February 8, 1995,
by and between Congoleum Corporation and Hillside Industries
Incorporated.
E Lock-Up Letter, dated February 8, 1995 between Donaldson,
Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co., as representatives of several underwriters and Hillside
Industries Incorporated.
</TABLE>
- --------
1 All of the Exhibits have been previously filed.
