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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. 1)*
CONGOLEUM CORPORATION
---------------------
(Name of Issuer)
Class A Common Stock, Par Value $0.01
-------------------------------------
(Title of Class of Securities)
207195108
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
with a copy to:
Robin L. Spear, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza, 31st Floor
New York, New York 10004-1490
(212) 858-1217
---------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
November 12, 1999
-----------------------------
(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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: / /
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).
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AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP NO 207195108
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH -----------------------------------------------------
8. SHARED VOTING POWER
388,700 (See Item 5.)
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9. SOLE DISPOSITIVE POWER
-0-
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10. SHARED DISPOSITIVE POWER
388,700 (See Item 5.)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
388,700 (See Item 5.)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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14. TYPE OF REPORTING PERSON
CO
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3
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AMENDMENT NO. 1
TO
SCHEDULE 13D
This Amendment No. 1 amends and restates the information provided in
the original filing on Schedule 13D and is being filed due to the effect of a
stock purchase program of Congoleum Corporation, a Delaware corporation (the
"Issuer"), on the percentage of shares of Class A Common Stock, par value $.01
per share (the "Common Stock"), held by the reporting person.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock of the Issuer. The
address of the Issuer's principal executive offices is 3705 Quakerbridge Road,
P.O. Box 3127, Mercerville, New Jersey 08619-0127.
Item 2. Identity and Background.
(a)-(c) and (f) The person filing this statement is The Clark Estates,
Inc. ("The Clark Estates"), a New York corporation with its principal business
address and principal office at One Rockefeller Plaza, Thirty-First Floor, New
York, New York 10020.
The Clark Estates provides management and administrative services
relating primarily to financial matters for several individual members of the
Clark family and to certain institutional and trust accounts affiliated with the
Clark family.
Exhibit A sets forth the information required by Item 2(a)-(c) and 2(f)
of Schedule 13D for each executive officer and director of The Clark Estates.
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(d) Neither The Clark Estates nor (to the best knowledge of The Clark
Estates) any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past five years.
(e) Neither The Clark Estates nor (to the best knowledge of The Clark
Estates) any of its executive officers or directors was during the last five
years 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.
Item 3. Source and Amount of Funds or other Consideration.
The aggregate $4,969,623.40 purchase price (net of aggregate brokerage
commissions of $77,145.00) for the 404,000 shares of Common Stock originally
acquired (as described in Item 5) was provided by funds available for investment
in accounts for which The Clark Estates provides management and administrative
services (the "Clark accounts").
Item 4. Purpose of Transaction.
The purpose of the purchases of Common Stock described herein was, and
continues to be, for investment. The Clark Estates does not currently have any
plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4
of Schedule 13D. Any decision of The Clark Estates either to purchase additional
shares of Common Stock or to dispose of any shares will take into account
various factors, including general economic conditions and money and stock
market conditions.
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Item 5. Interest in Securities of the Issuer.
(a) The Clark accounts currently hold 388,700 shares of Class A Common
Stock constituting 10.2% of the outstanding shares of Common Stock of the Issuer
(based upon 3,810,290 shares of Class A Common Stock outstanding as of October
29, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 1999 and filed on November 12, 1999).
(b) The Clark Estates or in some cases various of the individuals
listed in Exhibit A have shared power to vote or to direct the vote and to
dispose of or direct the disposition of the shares of Common Stock in each of
the Clark accounts.
(c) During the calendar year 1995 the Clark accounts purchased 404,000
shares of the Common Stock in open market transactions on the New York Stock
Exchange. Subsequent thereto, the Clark accounts have sold 15,300 shares of the
Common Stock in open market transactions on the New York Stock Exchange, as
follows:
<TABLE>
<CAPTION>
Sale Date No. of Shares Sold Sale Price Per Share
--------- ------------------ --------------------
<S> <C> <C>
9/11/97 6,000 $13.25000
7/1/98 3,000 9.31250
7/15/98 5,800 9.50000
12/16/99 500 3.06250
</TABLE>
Neither The Clark Estates, nor any of the Clark accounts, nor (to the best
knowledge of The Clark Estates) any of its executive officers or directors, has
effected any transaction in the shares of Common Stock during the past 60 days.
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(d) The Clark accounts, which hold 388,700 shares of Class A Common
Stock, have the right to receive or the power to direct receipt of dividends
from, or the proceeds from the sale of, their respective shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as described herein, neither The Clark Estates, nor (to the best
knowledge of The Clark Estates) any of its executive officers or directors, has
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or the withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 22, 2000
THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
---------------------------------
Name: Kevin S. Moore
Title: President
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EXHIBIT A
Directors and Executive Officers of
The Clark Estates, Inc.
<TABLE>
<CAPTION>
Principal Occupation, and
Name, Principal Business and
Name Address of Employer
---- -------------------------------
<S> <C>
Jane Forbes Clark Chairman and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Kevin S. Moore President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Eric L. Straus Senior Vice President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Marshall F. Wallach Director, The Clark Estates, Inc.
President
The Wallach Corporation
Investment Banking
1401 17th Street
Suite 750
Denver, CO 80202
</TABLE>
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<TABLE>
<S> <C>
Richard C. Vanison Vice President and Treasurer
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
</TABLE>
All of the executive officers and directors of the Clark Estates, Inc. are
United States citizens.
