<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
AMERICAN BILTRITE INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0245911091
- --------------------------------------------------------------------------------
(CUSIP Number)
Henry W. Winkleman, Esq.
c/o American Biltrite Inc.
57 River Street
Wellesley Hills, Massachusetts 02181
(617) 237-6655
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom
One Beacon Street
Boston, Massachusetts 02108
(617) 573-4800
August 30, 1995
- --------------------------------------------------------------------------------
(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 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with this statement [_].
Page 1 if 31 Pages
Exhibit Index is on Page 22
<PAGE>
SCHEDULE 13D
- ---------------------------- --------------------------
CUSIP NO. 0245911091 Page 2 of 31 Pages
- ---------------------------- --------------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Natalie S. Marcus
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
228,576
---------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 944,592
EACH ---------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER (See item 5)
228,576
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
944,592
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
1,173,168
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------
CUSIP No. 0245911091 Page 3 of 31 Pages
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard G. Marcus
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
301,818
NUMBER OF -----------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 151,900
EACH -----------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH
301,818
-----------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
151,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See
Item 5)
453,718
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------
CUSIP No. 0245911091 Page 4 of 31 Pages
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger S. Marcus
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
286,268
NUMBER OF ------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 144,000
EACH ------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
286,268
------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
144,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See
Item 5)
430,268
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 0245911091 Page 5 of 31 Pages
- -------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William M. Marcus
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
323,020
NUMBER OF ------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
323,020
------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See
Item 5)
323,020
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------------- ---------------------------
CUSIP No. 0245911091 Page 6 of 31 Pages
- --------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cynthia S. Marcus
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
9,400
NUMBER OF ------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
9,400
------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See
Item 5)
9,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 0245911091 Page 7 of 31 Pages
- -------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Heming
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
0
NUMBER OF ------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY
OWNED BY 796,592
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER (See Item 5)
PERSON
WITH 0
------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
796,592
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See
Item 5)
796,592
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 31 Pages
Note: This Amendment No. 11 amends a Statement on Schedule 13D dated August
12, 1982 (the "Statement"), as amended by Amendment Nos. 1 through 10
thereto (the "Amendments"), filed on behalf of a group, within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), comprised of Natalie S. Marcus, Richard
G. Marcus, Roger S. Marcus, William M. Marcus and Cynthia S. Marcus
(each of whom is referred to as an "Original Reporting Person"). The
Original Reporting Persons have in the past taken, and may in the
future take, actions which direct or cause the direction of the
management of the Company and their voting of shares of the Common
Stock, in a manner consistent with each other. Accordingly, the
Original Reporting Persons may be deemed to be acting together for the
purpose of acquiring, holding, voting or disposing of shares, within
the meanings of Section 13(d)(3) of the Exchange Act and Rule 13d-5
under the Exchange Act, of the Common Stock. An Agreement to File Joint
Statement on Schedule 13D among the Reporting Persons that the
Statement was, and that the Amendments and this Amendment No. 11 would
be, filed on behalf of each of them is annexed as Exhibit A to the
Statement. As a result of the transfer on May 3, 1994, by Natalie S.
Marcus, of 513,584 shares of Common Stock (the "Trust Shares") into a
trust (the "May 3, 1994 Trust") of which Natalie S. Marcus and Charles
E. Heming are Trustees, Charles E. Heming acquired beneficial ownership
of 513,584 shares of Common Stock within the meaning of Rule 13d-3
under the Exchange Act. As a result of his powers as a Trustee of the
May 3, 1994 Trust and his acquisition of beneficial ownership of the
Trust Shares, Charles E. Heming may be deemed to be a member of a group
comprised of the Original Reporting Persons and him. He therefore
agreed to file Amendment No. 10 and specified future amendments to the
Statement jointly with the Original Reporting
<PAGE>
Page 9 of 31 Pages
Persons. Each of the Original Reporting Persons and Mr. Heming is
referred to herein as a "Reporting Person."
The Reporting Persons have no express agreement to act together for the
purpose of acquiring, holding, voting or disposing of shares, within
the meanings of Section 13(d)(3) of the Exchange Act and Rule 13d-5
under the Exchange Act, of the Common Stock. In filing this Amendment
No. 11 as a group, the Reporting Persons do not admit to being members
of a group. Charles E. Heming expressly disclaims his membership in the
group comprised of the Reporting Persons.
<PAGE>
Page 10 of 31 Pages
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D relates to the common stock, no par
value, of American Biltrite Inc., a Delaware corporation, whose principal
executive offices are located at 57 River Street, Wellesley Hills, Massachusetts
02181.
<PAGE>
Page 11 of 31 Pages
Item 2. Identity and Background.
-----------------------
(a) The Reporting Persons are Natalie S. Marcus, Richard G. Marcus,
Roger S. Marcus, William M. Marcus, Cynthia S. Marcus and Charles E. Heming.
(b) The business or residence address of each of the Reporting Persons
is set forth in Schedule I hereto commencing on page 19 hereof and is
incorporated by reference herein.
(c) The present principal occupation and related information
concerning each Reporting Person is set forth in Schedule I and is incorporated
by reference herein.
(d) None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or simple misdemeanors) during the last
five years.
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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 the Reporting Persons is a United States Citizen.
<PAGE>
Page 12 of 31 Pages
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On August 14, 1995, Richard G. Marcus, Roger S. Marcus and William M.
Marcus each acquired 26,000 shares of Common Stock through the exercise of stock
options, the exercise price and withholding requirements of which were satisfied
by the transfer to the Company of 13,696 shares of Common Stock by each of
Richard G. Marcus and William M. Marcus and 13,096 shares of Common Stock by
Roger S. Marcus.
<PAGE>
Page 13 of 31 Pages
Item 4. Purpose of Transaction.
----------------------
Reference is made to the discussion in Item 3 hereof for a description
of the exercise of options to acquire Common Stock by Richard G. Marcus, Roger
S. Marcus and William M. Marcus.
In addition, as previously reported in Amendment No. 10 to the
Statement filed with the Securities and Exchange Commission on May 13, 1994, on
May 3, 1994, Natalie S. Marcus, as Grantor, entered into a Trust Agreement (the
"May 3, 1994 Trust Agreement") establishing the Trust. The Trustees under the
Trust Agreement are Natalie S. Marcus and Charles E. Heming. Upon execution of
and pursuant to the May 3, 1994 Trust Agreement, Natalie S. Marcus transferred
the Trust Shares into the Trust. Natalie S. Marcus retains full voting and
dispositive power over the Trust Shares during the term of the Trust, which
voting and dispositive power is shared with Charles E. Heming.
Under the May 3, 1994 Trust Agreement, Natalie S. Marcus will receive
a fixed annuity payment from the Trust for a period of two years. Annuity
payments may be made in cash or Trust Shares. Upon expiration of the Trust, all
remaining principal and income of the Trust (including any remaining Trust
Shares) will be paid to Richard G. Marcus and Roger S. Marcus, the children of
Natalie S. Marcus, both of whom are Reporting Persons. Accordingly, the
expiration of the Trust could result in the acquisition by Richard G. Marcus and
Roger S. Marcus of additional shares of Common Stock.
On November 3, 1994 Natalie S. Marcus, as Grantor, entered into a
Trust Agreement (the "November 3, 1994 Trust Agreement") establishing a trust
(the "November 3, 1994 Trust"). The Trustees under the November 3, 1994 Trust
Agreement are Natalie S. Marcus and Charles E. Heming and the terms of the
November 3, 1994 Trust are substantially identical to the terms of the May 3,
1994 Trust.
<PAGE>
Page 14 of 31 Pages
It is intended that additional trusts similar to the May 3, 1994
Trust and the November 3, 1994 Trust will be established from time to time and
that shares of Common Stock will be transferred between Natalie S. Marcus and
such trusts from time to time.
A copy of the November 3, 1994 Trust Agreement (the terms of which
are incorporated by reference herein) is attached as Exhibit A to this Amendment
No. 11 and the description of the November 3, 1994 Trust Agreement set forth
above is qualified in its entirety by the November 3, 1994 Trust Agreement.
Reference is made to the Statement and the Amendments, each as filed
with the Securities and Exchange Commission, for discussion of the purposes of
previous transactions involving the Reporting Persons.
<PAGE>
Page 15 of 31 Pages
Item 5. Interest in Securities of the Issuer.
------------------------------------
On May 24, 1995, Richard G. Marcus transferred by gift 250 shares of
Common Stock to his wife and transferred to his children 6,764 shares of Common
Stock he had held as custodian for his children. On August 15, 1995, Roger S.
Marcus transferred to his daughter 3,200 shares of Common Stock he had held as
custodian for his daughter.
Reference is made to Item 3 hereof and Item 4 hereof for a discussion
of option exercises by Richard G. Marcus, Roger S. Marcus and William M. Marcus
and of certain Trust transactions involving Natalie S. Marcus and Charles E.
Heming, respectively.
As a result of these transactions, the group comprised of the
Reporting Persons may be deemed to have beneficial ownership of 2,101,574 shares
(constituting 56.1%) of the Common Stock. The number and percentage of the
shares of Common Stock beneficially owned directly by each Reporting Person,
along with the number of shares as to which each Reporting Person has sole or
shared power to vote or direct the vote and sole or shared power to dispose or
direct the disposition is set forth on Schedule II to this Amendment No. 11,
which is incorporated by reference herein.
To the best knowledge of the Reporting Persons, no person other than
each of the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, the Common Stock
owned by each of the respective Reporting Persons, except to the extent that,
with respect to shares held in trust, the applicable trust, trustees or trust
beneficiaries may be deemed to have the right to receive or direct the receipt
of dividends from, or the proceeds from the sale of, shares of Common Stock so
held.
The Original Reporting Persons received shares of Common Stock in
connection with the reorganization of the Company in 1982 and filed the
Statement in connection therewith. Since such time, as disclosed in the
Amend-
<PAGE>
Page 16 of 31 Pages
ments, Common Stock holdings of such Persons have changed as a result of
events including stock splits, option exercises, the establishment of, and
transfers of Common Stock to and distributions of Common Stock from, trusts for
the benefit of various persons, open market transaction and transfers by
inheritance and gift.
Reference is made to the discussion in the Note appearing on pages
8 -9 hereof and in Item 4 hereof for a description of how Charles E. Heming
became a Reporting Person, which information is incorporated by reference
herein.
<PAGE>
Page 17 of 31 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
---------------------------------------------------------------------
Reference is made to Item 4 hereof for information relating to the
material terms of the November 3, 1994 Trust, which information is incorporated
by reference herein.
Reference is made to the Note set forth on Pages 8 - 9 of this
Amendment No. 11 for information relating to the existence of certain contracts,
arrangements, understandings or relationships among the Reporting Person, which
information is incorporated by reference herein.
<PAGE>
Page 18 of 31 Pages
Item 7. Material to be Filed as Exhibits
--------------------------------
The November 3, 1994 Trust Agreement is filed as Exhibit A to this
Amendment No. 11.
<PAGE>
Page 19 of 31 Pages
SCHEDULE I
Residence or business address and present principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted for each of the Reporting
Persons:
<TABLE>
<CAPTION>
Occupation or employment/
Principal Business and
Address in which such
Name Address employment is conducted
<S> <C> <C>
Natalie S. Marcus c/o American Biltrite Inc. Not employed
57 River Street
Wellesley Hills, MA 02181
Richard G. Marcus c/o American Biltrite Inc. President and Chief Operating Officer
57 River Street American Biltrite Inc.
Wellesley Hills, MA 02181 57 River Street
Wellesley Hills, MA 02181
Roger S. Marcus c/o American Biltrite Inc. Chairman of the Board and Chief
57 River Street Executive Officer
Wellesley Hills, MA 02181 American Biltrite Inc.
57 River Street
Wellesley Hills, MA 02181
William M. Marcus c/o American Biltrite Inc. Executive Vice President and Treasurer
57 River Street American Biltrite Inc.
Wellesley Hills, MA 02181 57 River Street
Wellesley Hills, MA 02181
Cynthia S. Marcus c/o American Biltrite Inc. Not employed
57 River Street
Wellesley Hills, MA 02181
Charles E. Heming c/o Wormser, Kiely, Galef Attorney at Wormser, Kiely, Galef & Jacobs, a law partnership
& Jacobs 711 Third Avenue
711 Third Avenue New York, New York 10017-4014
New York, New York 10017-4014
</TABLE>
<PAGE>
Page 20 of 31 Pages
SCHEDULE II
BENEFICIAL OWNERSHIP OF REPORTING PERSONS
<TABLE>
<CAPTION>
No. and No. of No. of Shares No. of Shares No. of Shares
Percentage Shares Sole Shared Power Sole Power to Shared Power
of Shares Power to Vote to Vote or Dispose or to Dispose or
Beneficially or Direct Direct the Direct the Direct the
Name Owned the Vote Vote Disposition Disposition
- ---- ------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Natalie S. Marcus 1,173,168(1)(2) 228,576(2) 944,592(1) 228,576(2) 944,592(1)
(32.2%)
Richard G. Marcus 453,718(1)(3) 301,818(3) 151,900(1) 301,818(3) 151,900(1)
(12.3%)
Roger S. Marcus 430,268(1)(4) 286,268(4) 144,000(1) 286,268(4) 144,000(1)
(11.7%)
William M. Marcus 323,020(5) 323,020(5) 0 323,020(5) 0
(8.8%)
Cynthia S. Marcus 9,400 9,400 0 9,400 0
(0.25%)
Charles E. Heming 796,592 0 796,592 0 796,592
(21.9%)
</TABLE>
----------------------------
(1) Includes 144,000 shares held as co-trustee for the benefit of family
members.
(2) Includes 4,000 shares held as trustee of a charitable trust.
(3) Includes 36,800 shares issuable upon exercise of currently exercisable
stock options. Does not include 1,050 shares held by his wife, Beth A.
Marcus.
(4) Includes 36,800 shares issuable upon exercise of currently exercisable
stock options. Does not include 3,950 shares held by his daughter Elissa
G. Marcus and 3,950 shares held by his daughter Julie Marcus.
(5) Includes 31,040 shares issuable upon exercise of currently exercisable
stock options.
<PAGE>
Page 21 of 31 Pages
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.
DATE: August 30, 1995
/s/ Natalie S. Marcus*
------------------------
Natalie S. Marcus
/s/ Richard G. Marcus*
------------------------
Richard G. Marcus
/s/ Roger S. Marcus*
-------------------------
Roger S. Marcus
/s/ William M. Marcus*
-------------------------
William M. Marcus
/s/ Cynthia S. Marcus*
-------------------------
Cynthia S. Marcus
/s/ Charles E. Heming*
-------------------------
Charles E. Heming
__________________
* Signed by Richard G. Marcus pursuant to a power of attorney, a copy of
which was filed with Amendment No. 10 to the Statement dated May 13, 1994
and is incorporated by reference herein.
/s/ Richard G. Marcus
----------------------------
Richard G. Marcus
Attorney-in-fact
<PAGE>
Page 22 of 31 Pages
EXHIBIT INDEX
Page
----
Exhibit A: Trust Agreement dated November 3, 1994
between Natalie S. Marcus as Grantor
and Natalie S. Marcus and Charles E.
Heming as Trustees ............................... 23
<PAGE>
Exhibit A
TRUST AGREEMENT made this 3rd day of November, 1994 between NATALIE S.
MARCUS of Princeton, New Jersey, as "Grantor", and NATALIE S. MARCUS and
CHARLES E. HEMING, of Scarsdale, New York, as "Trustees".
W I T N E S S E T H:
WHEREAS, the Grantor desires to create a trust of the property hereinafter
specified for the purposes hereinafter set forth and the Trustees are willing
to act as Trustees of such a trust, such trust to be known as the
"November 3, 1994 Natalie S. Marcus GRAT",
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Grantor does hereby assign, convey, transfer
and deliver to the Trustees the property described in Schedule A hereto
annexed, receipt of which the Trustees do hereby acknowledge,
TO HAVE AND TO HOLD the same IN TRUST, NEVERTHELESS, to manage, invest and
reinvest the same, to collect the income thereof, and to dispose of the net
income and principal thereof for the following uses and purposes and subject
to the terms and conditions hereinafter set forth:
<PAGE>
FIRST: For a period of two years beginning with the date hereof (the
-----
"trust term") the Trustees shall pay to or for the benefit of the Grantor
or to the legal representatives of the Grantor's estate in each taxable
year of the trust an annuity amount equal to fifty-eight and seven hundred
fifty five thousandths percent (58.755%) of the net fair market value of
the assets of the trust as of the date hereof. The annuity amount shall
be paid in equal semi-annual installments from income and to the extent
income is not sufficient from principal. An annuity payment may be made
after the close of a taxable year, provided the payment is made no later
than the date by which the Trustees are required to file the trust's United
States income tax return for such taxable year (without regard to
extensions). Any income of the trust for a taxable year in excess of the
annuity amount shall be added to principal. If the net fair market value
of the trust assets as of the date hereof is incorrectly determined, then
within a reasonable period after the value is finally determined for federal
gift tax purposes the Trustees shall pay to the Grantor or the legal
representatives of the Grantor's estate (in the case of an undervaluation)
or shall receive from the Grantor or the legal representatives of the
Grantor's estate (in the case of an overvaluation) an amount equal to
the difference between the annuity amount properly payable and the annuity
amount actually paid.
SECOND: The taxable year of the trust shall be the calendar
------
2
<PAGE>
year, and the first taxable year of the trust shall begin with the date
hereof and end on the next following December 31st. In determining the
annuity amount, the Trustees shall prorate the same on a daily basis for a
short taxable year including the trust's first taxable year and the taxable
year in which the trust term ends.
THIRD: During the trust term, the Trustees shall not pay over or apply
-----
any portion of the income or principal of the trust to or for the benefit of
any person other than the Grantor or the legal representatives of the
Grantor's estate, provided, however, that this provision shall not be
construed to prevent the payment by the Trustees of any expenses properly
chargeable to the trust estate.
FOURTH: No additional contributions shall be made to the trust after the
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initial contribution.
FIFTH: The Grantor's or her estate's interest in the trust shall not be
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commuted.
SIXTH: The Grantor shall have the power, exercisable in a nonfiduciary
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capacity without the approval or consent of any person in a fiduciary
capacity at any time up to and including the final distribution of the
trust property, to reacquire the trust principal by substituting other
property of an equivalent value.
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SEVENTH: Upon the expiration of the trust term, all principal and income
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of the trust, after payment of the final annuity amount to the Grantor or
to the legal representatives of the Grantor's estate, shall be paid to the
Grantor's children, and if a child of the Grantor shall die prior to such
time, the share of trust assets which would have been paid to said deceased
child had he survived shall be paid to his estate.
EIGHTH: The Grantor intends by this Agreement to retain a qualified
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annuity interest within the meaning of Section 2702 of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations promulgated
thereunder. This Agreement shall be construed, and payments made to the
Grantor or to the legal representatives of the Grantor's estate, and the
trust created hereunder shall be administered, in accordance with that
intent. If such section or regulations, or any successor section or
regulations, or any ruling, notice or other administrative pronouncement
issued thereunder, at any time requires that a qualified annuity interest
must contain provisions that are not expressly set forth herein, such
provisions shall be incorporated into this Agreement by reference and
shall be deemed to be a part of this Agreement to the same extent as
though they had been expressly set forth herein.
NINTH: This Agreement and the trust hereby created shall be
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irrevocable, but the Trustees shall have the power to amend the
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<PAGE>
trust to the extent required for the sole purpose of ensuring that the
Grantor's interest qualifies and continues to qualify as a qualified interest
within the meaning of Section 2702 of the Internal Revenue Code of 1986 as
amended from time to time.
TENTH: In the event that NATALIE S. MARCUS shall cease to act as
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Trustee hereunder, no successor Trustee need serve in her stead. In the
event CHARLES E. HEMING shall cease to act as Trustee hereunder, JOSEPH W.
HANDELMAN is hereby designated as successor Trustee.
ELEVENTH: To the extent consistent with Articles FIRST through TENTH
--------
above, all Trustees acting hereunder shall be clothed with full power,
discretion and authority with respect to all matters herein entrusted to
them including (but without limiting the generality of the foregoing
or the powers given them by law) full power, discretion and authority:
(A) To hold all or any part of the trust in the form in which the
same may be at the time of receipt thereof and to continue to hold the
same, without any obligation to convert the same and without any regard to
the limitations imposed by law on the investment of trust funds, and
without liability for any loss of principal or income by reason of such
retention.
(B) To invest and reinvest in any property, real or personal,
including but without limitation, common and preferred stocks, investment
trusts, cash or other funds, fixed income-bearing securities (secured or
unsecured), and any other securities, obligations and/or property without
regard to limitations imposed by law on the investment of trust funds and
without liability for any loss of principal or income by reason thereof.
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<PAGE>
(C) To sell at public or private sale all or any part of the real
or personal property belonging to the trust; to manage, operate, exchange,
mortgage, pledge, partition, protect, insure, repair, alter, improve or
demolish the same and pay out sums of money therefor, to abandon the same,
to lease or rent the same for any term or terms, including terms exceeding
ten (10) years and including a period extending beyond the termination of
the trust, to foreclose any mortgage and settle any claim which may arise
in connection therewith, to modify, renew, extend, reduce, pay off and
satisfy mortgages, bonds, notes or other obligations or any installment of
principal or interest due thereon, or to waive any default in the
performance of the terms and conditions thereof; to grant options, to
execute and deliver any and all deeds, bills of sale, assignments, bonds,
mortgages, leases or other instruments in connection with the foregoing,
all at such times, in such manner and upon such terms as the Trustees may
decide.
(D) To pay, collect, defer, extend, adjust, settle, arbitrate, or
compromise any claim by or against the trust.
(E) To vote in person or by proxy (discretionary or otherwise) in
respect of all securities belonging to the trust; to become a party to the
reorganization, consolidation or merger of any corporation or other entity,
the securities of which they may hold; to assent to the dissolution and
liquidation of any such corporation or entity; to become a party to a
voting trust; to exchange or surrender securities; to deposit securities
with voting trustees or with creditors', bondholders', or stockholders'
committees or other protective groups; to pay all assessments,
subscriptions and other sums for the protection of securities; to exercise
any options or conversion privileges or subscription rights with respect
thereto; and generally to exercise all the rights and powers (whether
hereinabove enumerated or not) with respect to all property belonging to
the trust as are or may be lawfully exercised by persons holding similar
property in their own right; and for such purposes to execute any
agreements or consents, and to participate in or take any steps to
effectuate the same, whether or not any specific plans have been formulated
therefor.
(F) To take and hold in their own names as Trustees, or in the
name of a nominee or nominees or in bearer form, any property or securities
coming into their hands as Trustees, and to deposit the same with a
custodian or custodians.
(G) To employ investment counsel and to charge the expenses
thereof to the trust, but the Trustees may in their absolute discretion
follow or refrain from following the recommendations of such investment
counsel and such
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<PAGE>
recommendations shall not in any way limit the discretionary power and
authority herein conferred on the Trustees with respect to investments.
(H) To incur and pay the expenses of the administration of the
trust, including (but not by way of limitation) reasonable attorney's fees,
accountant's fees, custodian fees, and the like; to employ or engage the
services of such other person or persons, firm or firms as the Trustees may
consider necessary, proper or desirable to perform any services for the
trust or in connection with the care or maintenance of any property
belonging to the trust, and to pay such sums as the Trustees may deem
reasonable for all services rendered.
(I) To borrow money without personal liability therefor and to
secure its repayment by bond and mortgage, pledge or hypothecation; and to
lend money, securities or other property with or without collateral, upon
such terms and conditions as the Trustees may consider advisable.
(J) To make any distribution in cash or in kind, or partly in cash
and partly in kind, including the power to distribute property in kind to
the Grantor or her estate in satisfaction of her right to the annuity
amount, without making pro rata distributions of specific assets and to
determine the fair market valuation thereof at the time of distribution,
and to sell property to the Grantor or her estate at its fair market value
on the date of sale.
(K) To delegate to other persons such ministerial duties as they
may deem necessary for the expeditious administration of the trust.
(L) To do any and all such other acts as may be necessary, proper
or advisable to effectuate the powers specifically conferred upon them
by this Agreement.
TWELFTH: To the extent consistent with Articles FIRST through TENTH
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above, the following provisions in addition to all others herein shall
apply to all Trustees acting hereunder to the extent permitted by law:
(A) No Trustee, whether named herein or otherwise designated or
appointed, shall be required to give any bond or security in any court or
jurisdiction.
(B) They shall not be required to file in Court any account of
their proceedings or of the property which may come
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<PAGE>
into their possession.
(C) They shall not be liable for any act performed by them or any
of them in good faith or for any error of judgment or mistake of fact or
law, save only each for his or her individual act of willful misconduct.
(D) They may consult with counsel and shall be fully protected in
any course of conduct taken in good faith in accordance with the advice of
counsel.
(E) No person or corporation dealing with the Trustees in any
transaction affecting the trust shall be required to inquire or investigate
into their authority to entering into such transaction or to see to the
application made by the Trustees of the proceeds of any such transaction.
(F) Whenever in this Agreement reference is made to the Trustees,
such reference shall be deemed to include the masculine, feminine and
neuter genders, the singular and the plural, and not only the Trustees and
successor Trustee herein named, but also all Trustees duly qualified and
acting hereunder.
(G) Any Trustee hereunder may resign at any time by written
instrument delivered to the other Trustee then acting if there is one, and
if none, then to the resigning Trustee's successor.
(H) No Trustee shall be disqualified in the exercise of any powers
hereunder because of any interest or connection he or she may have in any
venture, business or other enterprise and the Trustees may participate with
themselves as Trustees in any matters, including but not limited to the
right to purchase from the trust or sell to it any property or other thing.
THIRTEENTH: This Agreement shall be construed and administered and the
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validity of the trust hereby created shall be determined under the laws of
the State of New Jersey.
NATALIE S. MARCUS and CHARLES E. HEMING accept the trust hereby created
and covenant that they will faithfully perform and discharge all duties of
the office of Trustee.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
/s/ Natalie S. Marcus (L.S.)
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Natalie S. Marcus, Grantor and Trustee
/s/ Charles E. Heming (L.S.)
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Charles E. Heming, Trustee
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 3rd day of November, 1994, before me personally came NATALIE S.
MARCUS to me known to be the individual described in and who executed the
foregoing Trust Agreement, and she acknowledged to me that she executed the
same.
/s/ E. Carol Martin
------------------------------------
Notary Public
E. Carol Martin
Notary Public, State of New York
STATE OF NEW YORK ) No. 31-4870817
) ss.: Qualified in New York County
COUNTY OF NEW YORK ) Commission Expires October 20, 1996
On the 3rd day of November, 1994, before me personally came CHARLES E.
HEMING to me known to be the individual described in and who executed the
foregoing Trust Agreement, and he acknowledged to me that he executed the
same.
/s/ E. Carol Martin
------------------------------------
Notary Public
E. Carol Martin
Notary Public, State of New York
No. 31-4870817
Qualified in New York County
Commission Expires October 20, 1996
9
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SCHEDULE A
Two hundred thirty seven thousand, five hundred ten (237,510)
Common Shares of American Biltrite Inc.
