UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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
(781) 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 LLP
One Beacon Street, 31st Floor
Boston, Massachusetts 02108
(617) 573-4800
December 10, 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 13d-1(b)(3) or (4), check the
following box |_|.
SCHEDULE 13D
CUSIP NO. 0245911091
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 873,110
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 144,000
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 873,110
10 SHARED DISPOSITIVE POWER
(See Item 5)
144,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
1,017,110
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 (See Item 5)
27.98%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 0245911091
1 NAME OF REPORTING PERSON
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 373,247
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 151,320
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 373,247
10 SHARED DISPOSITIVE POWER
(See Item 5)
151,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
524,567
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 (See Item 5)
14.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 0245911091
1 NAME OF REPORTING PERSON
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 370,601
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 144,000
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 370,601
10 SHARED DISPOSITIVE POWER
(See Item 5)
144,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
514,601
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 (See Item 5)
13.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 0245911091
1 NAME OF REPORTING PERSON
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 358,364
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 358,364
10 SHARED DISPOSITIVE POWER
(See Item 5)
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
358,364
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 (See Item 5)
9.71%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 0245911091
1 NAME OF REPORTING PERSON
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 9,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 0
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 (See Item 5)
0.26%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 0245911091
1 NAME OF REPORTING PERSON
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
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 0
10 SHARED DISPOSITIVE POWER
(See Item 5)
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
0
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 (See Item 5)
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: This Amendment No. 12 amends a statement on Schedule 13D dated
August 12, 1982 (the "Statement"), as amended by Amendment
Nos. 1 through 11 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 (as defined below), and their
voting of shares of the Common Stock (as defined below), 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
of the Common Stock, within the meanings of Section 13(d)(3)
of the Exchange Act and Rule 13d-5 under the Exchange Act. An
Agreement to File Joint Statement on Schedule 13D among the
Original Reporting Persons that the Statement was, and that
the Amendments and this Amendment No. 12 would be, filed on
behalf of each of them is annexed as Exhibit A to the
Statement. As a result of the transfer by Natalie S. Marcus on
May 3, 1994 of 513,584 shares of Common Stock (such shares, as
the same were later adjusted pursuant to a subsequent stock
split, the "May 3, 1994 Trust Shares") into a trust (the "May
3, 1994 Trust") of which Natalie S. Marcus and Charles E.
Heming were 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 1994 Trust Shares,
it was determined that Charles E. Heming could 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
to the Statement and specified future amendments to the
Statement jointly with the Original Reporting Persons. Each of
the Original Reporting Persons and Mr. Heming is referred to
herein as a "Reporting Person."
On November 3, 1994, Natalie S. Marcus transferred 237,510
shares of Common Stock (the "November 3, 1994 Trust Shares")
into a trust (the "November 3, 1994 Trust") of which Natalie
S. Marcus and Charles E. Heming were trustees. On November 3,
1995, Natalie S. Marcus transferred 357,715 shares of Common
Stock (the "1995 Trust Shares" and together with the May 3,
1994 Trust Shares and the November 3, 1994 Trust Shares, the
"GRAT Shares") into a trust (the "1995 Trust" and together
with the May 3, 1994 Trust and the November 3, 1994 Trust, the
"GRATs") of which Natalie S. Marcus and Charles E. Heming were
trustees. The terms of the November 3, 1994 Trust and the 1995
Trust are substantially identical to the terms of the May 3,
1994 Trust (as described in Amendment No. 10 and Amendment No.
11 to the Statement). Reference is made to Item 4 hereof for a
more complete description of the terms of the 1995 Trust. As a
result of his acquisition of beneficial ownership of the
November 3, 1994 Trust Shares and the 1995 Trust Shares, Mr.
Heming has continued to be a Reporting Person since the filing
of Amendment No. 10 to the Statement. Effective upon the
filing of this Amendment No. 12, as a result of the termina-
tion of all of the GRATs and the distribution of all of the
GRAT Shares held thereby, Mr. Heming will cease to be 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. 12 as a group,
the Reporting Persons do not admit to being members of a
group. Charles E. Heming continues to expressly disclaim his
membership in the group comprised of the Reporting Persons.
Transactions reported in this Amendment No. 12 are those which
have occurred since August 30, 1995 (the date of the last
event disclosed in Amendment No. 11 to the Statement).
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, no
par value (the "Common Stock"), of American Biltrite Inc., a Delaware
corporation with its principal executive offices located at 57 River
Street, Wellesley Hills, Massachusetts 02181 (the "Company").
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 18 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 similar
misdemeanors) during the last five years.
(e) None of the Reporting Persons other than Richard G. Marcus
has, during the last five years, 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. In February 1996, Richard G. Marcus
entered into a settlement agreement in the form of a consent decree with
the Securities and Exchange Commission (the "Commission") in connection
with the Commission's investigation covering trading in the Common Stock
by an acquaintance of Richard G. Marcus. Richard G. Marcus, without
admitting or denying the Commission's allegations of securities law
violations, agreed, among other things, to the entry of a permanent
injunction against future violations of Section 10(b) of the Exchange
Act and Rule 10b-5 under the Exchange Act.
(f) Each of the Reporting Persons is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On November 3, 1995, Natalie S. Marcus reacquired sole,
direct record and beneficial ownership of 284,853 shares of Common Stock
as a distribution from the May 3, 1994 Trust and 72,862 shares of Common
Stock as a distribution from the November 3, 1994 Trust. These shares
were then contributed to the 1995 Trust and became the 1995 Trust Shares.
On May 3, 1996, Natalie S. Marcus reacquired sole, direct
record and beneficial ownership of 289,369 shares of Common Stock as a
distribution from the May 3, 1994 Trust, 73,428 shares of Common Stock as
a distribution from the November 3, 1994 Trust and 87,696 shares of
Common Stock as a distribution from the 1995 Trust.
On November 4, 1996, Natalie S. Marcus reacquired sole,
direct record and beneficial ownership of 42,044 shares of Common Stock
as a distribution from the November 3, 1994 Trust and 81,590 shares of
Common Stock as a distribution from the 1995 Trust.
On May 5, 1997, Natalie S. Marcus reacquired sole, direct
record and beneficial ownership of 74,600 shares of Common Stock as a
distribution from the 1995 Trust.
On November 3, 1997, Natalie S. Marcus reacquired sole,
direct record and beneficial ownership of 68,927 shares of Common Stock
as a distribution from the 1995 Trust.
On each of December 14, 1995 and November 4, 1996, Richard G.
Marcus acquired beneficial ownership of an additional 1,600 shares of
Common Stock as gifts from Natalie S. Marcus to himself, his wife and his
two children. Similarly, on each of the same dates, Roger S. Marcus
acquired beneficial ownership of an additional 400 shares of Common Stock
as a gift from Natalie S. Marcus.
On May 3, 1996, Richard G. Marcus and Roger S. Marcus each
acquired sole, direct record and beneficial ownership of 17,018 shares of
Common Stock as a result of a distribution from the May 3, 1994 Trust.
On November 3, 1997, Richard G. Marcus and Roger S. Marcus
each acquired sole, direct record and beneficial ownership of 22,451
shares of Common Stock as a result of a distribution from the 1995 Trust.
On December 10, 1997, Richard G. Marcus acquired beneficial
ownership of an additional 1,080 shares of Common Stock as gifts from
Natalie S. Marcus to himself, his wife and his son. On the same date,
Roger S. Marcus acquired beneficial ownership of an additional 360 shares
of Common Stock as a gift from Natalie S. Marcus.
All of the above referenced distributions from the GRATs were
made to Natalie S. Marcus, Richard G. Marcus or Roger S. Marcus without
the payment of any consideration therefor. Each such distribution repre-
sents a disposition by Mr. Heming of beneficial ownership of the shares
of Common Stock so distributed.
Item 4. Purpose of Transaction.
Reference is made to Item 3 hereof for a description of
acquisitions of Common Stock by Natalie S. Marcus, Richard G. Marcus and
Roger S. Marcus since August 30, 1995. Except as stated in this Amendment
No. 12, each of these Reporting Persons acquired these shares of Common
Stock for investment purposes.
In addition, as described in the explanatory Note preceding
the text of Item 1 hereof, on November 3, 1995, the 1995 Trust was funded
with the 1995 Trust Shares. The 1995 Trust was established on that date
as the third in the series of GRATs upon execution of a Trust Agreement
(the "1995 Trust Agreement"). The trustees under the 1995 Trust
Agreement were Natalie S. Marcus and Charles E. Heming. Natalie S. Marcus
retained full voting and dispositive power over the 1995 Trust Shares
during the term of the 1995 Trust, which voting and dispositive power was
shared during that term with Charles E. Heming.
Under the 1995 Trust Agreement, Natalie S. Marcus received a
fixed annuity payment from the 1995 Trust for a period of two years.
Annuity payments were permitted to be made in cash or 1995 Trust Shares.
Upon expiration of the 1995 Trust on November 3, 1997, the remaining
principal and income of the 1995 Trust (including any remaining 1995
Trust Shares) was paid to Richard G. Marcus and Roger S. Marcus, the
children of Natalie S. Marcus, both of whom are Reporting Persons.
Reference is made to Item 3 hereof in this regard.
A copy of the 1995 Trust Agreement (the terms of which are
incorporated by reference herein) is attached as Exhibit A to this
Amendment No. 12 and the description of the 1995 Trust Agreement set
forth above is qualified in its entirety by reference to the 1995 Trust
Agreement as so attached.
Reference is made to the Statement and the Amendments, each as
filed with the Commission, for discussion of the purposes of previous
transactions involving the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
On each of December 14, 1995 and November 4, 1996, Natalie S.
Marcus transferred sole, direct record and beneficial ownership of 800
shares of Common Stock to the two children of Roger S. Marcus.
On each of December 17, 1996 and April 16, 1997, Natalie S.
Marcus transferred sole, direct record and beneficial ownership of 1,000
shares of Common Stock to a charitable trust of which Natalie S. Marcus
is a trustee. Natalie S. Marcus retained sole, indirect beneficial
ownership of these shares.
On December 17, 1996, Natalie S. Marcus sold in the open
market 2,000 shares of Common Stock at a price of $21.00 per share and
8,000 shares of Common Stock at a price of $21.125 per share. On December
18, 1996, Natalie S. Marcus sold in the open market 3,000 shares of
Common Stock at a price of $21.375 per share and 5,000 shares of Common
Stock at a price of $21.50 per share. On each of December 19, 1996 and
December 23, 1996, Natalie S. Marcus sold in the open market 5,000 shares
of Common Stock at a price of $21.625 per share. On December 24, 1996,
Natalie S. Marcus sold in the open market 5,000 shares of Common Stock at
a price of $21.75.
On August 7, 1997, Natalie S. Marcus sold in the open market
500 shares of Common Stock at a price of $19.75 per share.
On September 3, 1997, Natalie S. Marcus sold in the open
market 4,500 shares of Common Stock at a price of $20.00 per share. On
September 8, 1997, Natalie S. Marcus sold in the open market 5,000 shares
of Common Stock at a price of $20.625 per share. On September 9, 1997,
Natalie S. Marcus sold in the open market 3,000 shares of Common Stock at
a price of $21.625 per share. On September 10, 1997, Natalie S. Marcus
sold in the open market 7,000 shares of Common Stock at a price of
$21.625 per share. On September 15, 1997, Natalie S. Marcus sold in the
open market 5,000 shares of Common Stock at a price of $22.25 per share.
On each of September 17, 1997 and September 19, 1997, Natalie S. Marcus
sold in the open market 600 shares of Common Stock at a price of $23.75
per share. On September 22, 1997, Natalie S. Marcus sold in the open
market 800 shares of Common Stock at a price of $23.75 per share. On
September 24, 1997, Natalie S. Marcus sold in the open market 2,000
shares of Common Stock at a price of $24.00 per share.
On October 14, 1997, Natalie S. Marcus sold in the open market
1,000 shares at a price of $24.125 per share. On October 21, 1997,
Natalie S. Marcus sold in the open market 4,000 shares of Common Stock at
a price of $23.75 per share. On October 22, 1997, a charitable trust of
which Natalie S. Marcus is a Trustee, sold in the open market 2,000
shares of Common Stock at a price of $24.00 per share.
All open market transactions disclosed above in this Item 5
were conducted over the American Stock Exchange.
As of November 1, 1997, Teri Marcus, the adult daughter of
Richard G. Marcus, moved out of his household. As a result of this
change and the fact that Richard G. Marcus does not have the actual power
to vote or control the voting of, or dispose of or can control the
disposition of, any shares of Common Stock owned of record by Teri
Marcus, Richard G. Marcus has ceased reporting beneficial ownership of
the 4,750 shares of Common Stock owned of record by Teri Marcus and
reported as beneficially owned by Richard G. Marcus prior to that date.
On each of May 20, 1996 and July 31, 1997, William M. Marcus
transferred record and beneficial ownership of 1,000 shares of Common
Stock as a gift to a person who is not a Reporting Person.
Reference is made to Item 3 hereof and Item 4 hereof for a
description of acquisitions of Common Stock by Natalie S. Marcus, Richard
G. Marcus and Roger S. Marcus since August 30, 1995 and of certain GRAT
transactions involving Natalie S. Marcus and Charles E. Heming,
respectively. Certain related disposition transactions involving the
Reporting Persons and are described together with, or as a component of,
the acquisitions and GRAT transactions described in Item 3 and Item 4
hereof.
As a result of these transactions, the group comprised of the
Reporting Persons may be deemed to have beneficial ownership of 2,136,048
shares (constituting 55.8%) 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. 12, 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 from 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 Amendments, Common Stock holdings of such Original Reporting Persons
and, later, the Reporting 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 transactions and
transfers by inheritance and gifts.
Reference is made to the discussion in the explanatory Note
preceding the text of Item 1 hereof for a description of how Charles E.
Heming became and will cease to be a Reporting Person, which information
is incorporated by reference herein.
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 1995 Trust, which information is incorporated
by reference herein.
Reference is made to the explanatory Note preceding the text
of Item 1 hereof for information relating to the existence of certain
contracts (including without limitation the GRATs), arrangements,
understandings or relationships among the Reporting Persons, which
information is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
The 1995 Trust Agreement is filed as Exhibit A to this
Amendment No. 12.
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
57 River Street Officer
Wellesley Hills, MA 02181 American Biltrite Inc.
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
57 River Street Treasurer
Wellesley Hills, MA 02181 American Biltrite Inc.
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 LLP & Jacobs LLP, a law partnership
711 Third Avenue 711 Third Avenue
New York, NY 10017-4014 New York, New York 10017-4014
</TABLE>
SCHEDULE II
BENEFICIAL OWNERSHIP OF REPORTING PERSONS
<TABLE>
<CAPTION>
No. and Percentage No. of Shares No. of Shares No. of Shares Sole No. of Shares
of Shares Sole Power to Shared Power Power to Dispose Shared Power to
Beneficially Vote or Direct to Vote or or Direct the Dispose or Direct
Name Owned the Vote Direct the Vote Disposition the Disposition
- ---- ------------------ -------------- --------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Natalie S. Marcus 1,017,110(1)(2) 873,110(2) 144,000(1) 873,110(2) 144,000(1)
(27.98%)
Richard G. Marcus 524,067(1)(3)(4) 373,924(3) 151,320(1)(4) 373,247(3) 151,320(1)(4)
(14.17%)
Roger S. Marcus 514,601(1)(5) 370,601(5) 144,000(1) 370,601(5) 144,000(1)
(13.90%)
William M. Marcus 358,364(6) 358,364(6) 0 358,364(6) 0
(9.71%)
Cynthia S. Marcus 9,400 9,400 0 9,400 0
(0.26%)
Charles E. Heming 0 0 0 0 0
(0%)
</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 67,600 shares issuable upon exercise of currently
exercisable stock options.
(4) Includes 2,210 shares held by his wife, Beth A. Marcus, and 5,110
shares held by his son, Todd Marcus. Does not include 5,110 shares
held by his daughter, Teri Marcus.
(5) Includes 67,600 shares issuable upon exercise of currently
exercisable stock options. Does not include 5,110 shares held by
his daughter Elissa G. Marcus and 5,110 shares held by his daughter
Julie Marcus.
(6) Includes 56,080 shares issuable upon exercise of currently
exercisable stock options.
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: February 3, 1998
/s/ Natalie S. Marcus*
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Natalie S. Marcus
/s/ Richard G. Marcus
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Richard G. Marcus
/s/ Roger S. Marcus*
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Roger S. Marcus
/s/ William M. Marcus*
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William M. Marcus
/s/ Cynthia S. Marcus*
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Cynthia S. Marcus
/s/ Charles E. Heming*
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Charles E. Heming
/s/ Richard G. Marcus
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Richard G. Marcus
Attorney-in-fact
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* Signed by Richard G. Marcus pursuant to a power of attorney dated
May 3, 1994, a copy of which was filed with Amendment No. 10 to the
Statement and is incorporated by reference herein.
EXHIBIT INDEX
Page
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Exhibit A: Trust Agreement dated November 3, 1995
between Natalie S. Marcus as Grantor
and Natalie S. Marcus and Charles E.
Heming as Trustees . . . . . . . . . . . . 22
Exhibit A
TRUST AGREEMENT made this 3rd day of November, 1995 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, 1995 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:
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
twenty one thousandths percent (58.021%) 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 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, provided the pro-rata portion thereof
must be payable for the final short period of the annuity interest.
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 initial contribution.
FIFTH: The Grantor's or her estate's interest in the trust shall
not be commuted.
SIXTH: The Grantor shall have the power, exercisable in a
nonfiduciary 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.
SEVENTH: Upon the expiration of the trust term, all principal and
income 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 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
irrevocable, but the Trustees shall have the power to amend the 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
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.
(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
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 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
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 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.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals the day and year first above written.
(L.S.)
Natalie S. Marcus, Grantor and Trustee
(L.S.)
Charles E. Heming, Trustee
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , 1995, 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.
--------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , 1995, 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.
--------------------------------
Notary Public
SCHEDULE A
Three hundred fifty-seven thousand seven hundred fifteen (357,715) Common
Shares of American Biltrite Inc.
