Anyone awake here? Hijack candidate?

Heads up ! shares delisted?

http://www.otcbb.com/asp/dailylist_detail.asp?d=07/02/2010&mkt_ctg=NON-OTCBB

MK

Strong bid support, this is going much higher soon imo..

http://www.otcmarkets.com/pink/quote/quote.jsp?symbol=cgmcq

Only 8 million o/s and 3.7 million float? I am gonna hold a few just in case. These shares emerge you have a multiple $$ stock from single digits.

Sure isn't trading like the commons are worthless..

I am going to bet that ABI, with 55% hold on this, will appeal cancelling the existing shares. I will wager a few bucks on it..

MERCERVILLE, NJ--(Marketwire - 06/08/10) - Congoleum Corporation (Pinksheets:CGMCQ - News) today reported that the District Court of New Jersey has entered an order confirming Congoleum's Fourth Amended Plan of Reorganization. With the District Court's confirmation order, Congoleum will now proceed with the steps necessary to implement the plan.

Roger S. Marcus, Chairman of the Board, commented, "I am absolutely elated to see Congoleum's plan confirmed at last. It has been a long, difficult journey out of the complicated asbestos and insurance litigation we faced nearly nine years ago. I could not be happier about putting this chapter of our history behind us."

"Through their dedication and hard work, the employees of Congoleum have seen this company through not only this bankruptcy but also the worst economic downturn in a generation. This confirmation order rewards their efforts in putting our asbestos problems behind us, reducing our other debt, and giving the company a fresh start toward prosperity in the future."

Mr. Marcus concluded, "Consummation of our reorganization requires various transactions such as closing on our new financing arrangements. While we have been working on these steps, we could not complete them until the confirmation order was entered. We expect to complete these remaining steps and emerge from bankruptcy shortly."

The above news release contains certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements can be identified by the use of the words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project" and other words of similar meaning. In particular, these include statements relating to intentions, beliefs or current expectations concerning, among other things, future performance, results of operations, the outcome of contingencies such as bankruptcy and other legal proceedings, and financial conditions. These statements do not relate strictly to historical or current facts. These forward-looking statements are based on Congoleum's expectations, as of the date of this release, of future events, and Congoleum undertakes no obligation to update any of these forward-looking statements.

Although Congoleum believes that these expectations are based on reasonable assumptions, within the

there is only class A and class B commons. THey are both cancelled per previous 10Q

Sorta like your "homeless man signature" which you have no idea is truly homeless or how he acquired the phone if true.... You have no idea about the commons....because you have no proof only 90% emotion


I am willing to bet you a new blackberry commons get nothing

I don't agree common's are going to ride the wave... WE GO TO DOLLARLAND.. READ IT AGAIN..WWWWWWWWWWWWWWWWWWWEEEEEEEEEEEEEEEEE NOTE THAT ALL THE SHORTS ARE GONE... http://www.profitspi.com/stock-quote/cgmcq.aspx
http://stockcharts.com/h-sc/ui?s=CGMCQ&p=D&yr=0&mn=0&dy=8&id=p88987531279

Commons cancelled: http://biz.yahoo.com/e/100507/cgmcq.pk10-q.html

Under the terms of the Fourth Amended Joint Plan, existing Class A and Class B common shares of Congoleum would be cancelled if the Fourth Amended Joint Plan takes effect and holders of those shares would not receive anything on account of their cancelled shares.

I have seen this before, I think this BK is 90% positive for the common. A chance I am willing to take..

No doubt, they will stronger post BK than pre BK..

,,,,,,,Unfortunately NO PLAN FOR COMMON SHAREHOLDERS mentioned

HUGE news - wil see DOLLARS with the micro number of s/o.

HUGE news..eom

Anyone know how the hearing went on Monday? anyone at all?

Any thoughts on what will happen tomorrow?

What's happening on May 12th with a Record of May 3rd...

I am hoping not a R/S

Links not working

Form 8-K for CONGOLEUM CORP

27-Apr-2010

Regulation FD Disclosure, Financial Statements and Exhibits

insert-text-here

Actually May 3rd with Record date of May 12th 2010

Thank for the posts today.. Hoping for good things here.

Lotto for sure!

have some from under .02,lets see how commons are treated, like the fact that a shareholders meeting is happening, still unsure what happens if there is excess insurance money, lotto play.

I jumped on late waiting to hear anybody in the Industry talk about what might happen with it.

about the shareholders meeting on may 5th?, got mine last week,lets see how this lotto works out.

opened nice @ .10, crappy close @ .07

Just received an Investor Packet in the Mail.

Not a chance before July 1st- They said they will emerge out of BK in 2nd QUARTER 2010 Sell me Some I'm @ .11

I GOT .12 ON THE ASK... SOMEONE SELL ME SOME..

Mr. Marcus concluded by saying, "As recently reported, our reorganization efforts are moving ahead quickly, and the court has presently scheduled a confirmation hearing to commence May 25, 2010. Having settled our long running litigation with substantially all of the insurance carriers who have been the major opponents to previous efforts, we expect a much smoother road ahead to confirmation. I am optimistic that we will see our plan confirmed in the second quarter of 2010 and that we can emerge reasonably promptly thereafter. Putting the bankruptcy behind us in 2010 will be a major step forward."

Any results? on the hearing

They are a Dominent Company and look forward towards the next couple quarters.

u oughta know. think the price may reflect accordingly better?

Pretty sure this is all good news here.... Might make more than I have already.... I like bankruptcy.

The Floor Business was Floored by the Economy Im suprised they did this well.Not my JMO the Truth !

NEWS!!! Date: Thursday, March 11, 2010 5:23:48 PM

Posted by: Zorro

Congoleum Corporation Reports Year End Results

MERCERVILLE, NJ, Mar 11, 2010 (MARKETWIRE via COMTEX) -- Congoleum Corporation (PINKSHEETS: CGMCQ) today reported its financial results for the fourth quarter ended December 31, 2009. Sales for the three months ended December 31, 2009 were $28.1 million, compared with sales of $31.7 million reported in the fourth quarter of 2008, a decrease of 11.3%. During the fourth quarter of 2009, Congoleum recorded a charge of $5.2 million based on a revised estimate of the timing and cost to complete its reorganization in 2010. The net loss for the fourth quarter of 2009 after this charge was $8.2 million, compared with a net loss of $6.4 million in the fourth quarter of 2008. The net loss per share was $0.99 in the fourth quarter of 2009 compared with a net loss of $0.77 per share in the fourth quarter of 2008.
Sales for the year ended December 31, 2009 were $134.9 million, compared with sales of $172.6 million in 2008. The net loss for the year ended December 31, 2009 was $15.2 million, or $1.83 per share, versus a net loss of $14.6 million, or $1.77 per share, in 2008. The net loss for 2008 included an $11.5 million charge taken during the third quarter of 2008 to increase reserves for estimated legal and related expenses in connection with the reorganization proceedings.

Roger S. Marcus, Chairman of the Board, commented, "While our end markets remained weak in the fourth quarter of 2009, several additional factors contributed to our loss. First, we took a charge of $5.2 million for what we expect the remaining costs will be to complete our reorganization in 2010. Second, distributor inventory reductions cost us about $1.2 million in lost margin and contribution to fixed manufacturing overhead. Finally, the fourth quarter was burdened with an additional $1.5 million in pension expense due to depressed asset values at the end of 2008. Without these negative factors, we would have essentially broken even for the quarter despite the poor economy."

"2009 was an extraordinarily challenging year due to the economic and credit climate. Demand for our products fell sharply in all our markets -- new construction, remodel, and especially manufactured housing. We made the difficult but necessary major adjustments to our workforce and spending in the first quarter of 2009 to bring our cost structure into better alignment with market conditions. While our loss for the year was significant, it was greatly mitigated by the steps we took. Generating cash was a focus throughout the year, and we ended 2009 with $16.1 million in unrestricted funds, up $1 million from the year before and providing us necessary financial flexibility heading into 2010. The dedication of our employees through this difficult period has been exceptional."

"Our business plan for 2010 was conservatively developed on the assumption that economic conditions will not improve this year and that our success will depend on bringing out new products. Toward that end, we introduced a major new product line in the fourth quarter of 2009, another in the first quarter of 2010, and have a third that will be introduced during the second quarter of 2010. We believe these introductions will help generate incremental sales in 2010 despite a lackluster economy. While keeping our expenses under tight rein, we have and will continue to bring exciting and innovative new products to the marketplace. We also anticipate some relief on the increased pension expense we experienced in 2009, as the recovery in asset values should reduce the 2010 expense level by $1.7 million versus 2009. In addition, we do not expect further inventory reductions to hurt our 2010 production efficiencies as happened in 2009. Even without any recovery in the economy, I expect we will see significantly improved operating results in 2010 versus 2009."

Mr. Marcus concluded by saying, "As recently reported, our reorganization efforts are moving ahead quickly, and the court has presently scheduled a confirmation hearing to commence May 25, 2010. Having settled our long running litigation with substantially all of the insurance carriers who have been the major opponents to previous efforts, we expect a much smoother road ahead to confirmation. I am optimistic that we will see our plan confirmed in the second quarter of 2010 and that we can emerge reasonably promptly thereafter. Putting the bankruptcy behind us in 2010 will be a major step forward."

Congoleum Corporation is a leading manufacturer of resilient flooring, serving both residential and commercial markets. Its sheet, tile and plank products are available in a wide variety of designs and colors, and are used in remodeling, manufactured housing, new construction and commercial applications. The Congoleum brand name is recognized and trusted by consumers as representing a company that has been supplying attractive and durable flooring products for over a century.

The above news release contains certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements can be identified by the use of the words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project" and other words of similar meaning. In particular, these include statements relating to intentions, beliefs or current expectations concerning, among other things, future performance, results of operations, the outcome of contingencies such as bankruptcy and other legal proceedings, and financial conditions. These statements do not relate strictly to historical or current facts. These forward-looking statements are based on Congoleum's expectations, as of the date of this release, of future events, and Congoleum undertakes no obligation to update any of these forward-looking statements.

Although Congoleum believes that these expectations are based on reasonable assumptions, within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Readers are cautioned not to place undue reliance on any forward-looking statements. Any or all of these statements may turn out to be incorrect. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements made in this press release speak only as of the date of such statement. It is not possible to predict or identify all factors that could potentially cause actual results to differ materially from expected and historical results. Factors that could cause actual results to differ from expectations include: (i) the future cost and timing of estimated asbestos liabilities and payments, (ii) the availability of insurance coverage and reimbursement from insurance companies that underwrote the applicable insurance policies for the Company for asbestos-related claims, (iii) the costs relating to the execution and implementation of any plan of reorganization pursued by Congoleum, (iv) timely reaching agreement with other creditors, or classes of creditors, that exist or may emerge, (v) satisfaction of the conditions and obligations under Congoleum's outstanding debt instruments, (vi) the response from time to time of Congoleum's and its controlling shareholder's, American Biltrite Inc.'s, lenders, customers, suppliers and other constituencies to the ongoing process arising from Congoleum's strategy to settle its asbestos liability, (vii) Congoleum's ability to maintain debtor-in-possession financing sufficient to provide it with funding that may be needed during the pendency of its Chapter 11 case and to obtain exit financing sufficient to provide it with funding that may be needed for its operations after emerging from the bankruptcy process, in each case, on reasonable terms, (viii) timely obtaining sufficient creditor and court approval of any reorganization plan pursued by Congoleum (including the results of any relevant appeals), (ix) compliance with the United States Bankruptcy Code, including Section 524(g), (x) costs of, developments in, and the outcome of insurance coverage litigation pending in New Jersey state court involving Congoleum and certain insurers, (xi) the possible adoption of another party's plan of reorganization which may prove to be unfeasible, (xii) increases in raw material and energy prices or disruption in supply, (xiii) increased competitive activity from companies in the flooring industry, some of which have greater resources and broader distribution channels than Congoleum, (xiv) increases in the costs of environmental compliance and remediation or the exhaustion of insurance coverage for such expenses, (xv) unfavorable developments in the national economy or in the housing industry in general, including developments arising from the war in Iraq and Afghanistan and from the tightening of credit availability, (xvi) shipment delays, depletion of inventory and increased production costs resulting from unforeseen disruptions of operations at any of Congoleum's facilities or distributors, (xvii) product warranty costs, (xviii) changes in distributors of Congoleum's products, and (xix) Congoleum's interests may not be the same as its controlling shareholder, American Biltrite Inc. In any event, if Congoleum is not successful in obtaining sufficient creditor and court approval of a plan of reorganization, such failure would have a material adverse effect upon its business, results of operations and financial condition. In the event that the modified plan is confirmed and becomes effective holders of existing common shares of Congoleum will receive nothing on account of their interests and their shares will be cancelled. Actual results could differ significantly as a result of these and other factors discussed in Congoleum's annual report on Form 10-K for the year ended December 31, 2008 and subsequent filings made by Congoleum with the Securities and Exchange Commission.



CONGOLEUM CORPORATION
RESULTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Year Ended
December 31, December 31,
-------------------- --------------------
2009 2008 2009 2008
--------- --------- --------- ---------
Net Sales $ 28,102 $ 31,696 $ 134,917 $ 172,644
Cost of Sales 23,546 30,166 114,236 142,032
Selling, General &
Administrative Expenses 7,236 9,259 30,143 35,397
Asbestos Related Reorganization
Charges 5,244 -- 5,244 11,491
--------- --------- --------- ---------
Loss from Operations (7,924) (7,729) (14,706) (16,276)
Interest (Expense) Income,(net) (30) (144) (227) 857
Other Expense (146) (179) (96) (970)
--------- --------- --------- ---------
Net Loss before Income Taxes (8,100) (8,052) (15,029) (16,389)
Provision/(Benefit) for Income
Taxes 90 (1,665) 140 (1,768)
--------- --------- --------- ---------
Net Loss $ (8,190) $ (6,387) $ (15,169) $ (14,621)
========= ========= ========= =========
Net Loss Per Share, Basic &
Diluted $ (0.99) $ (0.77) $ (1.83) $ (1.77)
========= ========= ========= =========
Weighted Average Number of
Common Shares Outstanding -
Basic & Diluted 8,272 8,272 8,272 8,272
========= ========= ========= =========
ADDITIONAL FINANCIAL INFORMATION:
Capital Expenditures $ 387 $ 1,845 $ 2,314 $ 4,591
Depreciation and Amortization $ 2,342 $ 2,457 $ 9,584 $ 10,238
CONDENSED BALANCE SHEET
(In thousands, except per share amounts)
(Unaudited)
December 31, December 31,
----------- -----------
2009 2008
----------- -----------
ASSETS:
Cash and cash equivalents $ 16,065 $ 15,077
Restricted cash 31,580 29,680
Accounts & notes receivable, net 11,699 13,789
Inventory 28,883 35,814
Other current assets 3,868 3,922
----------- -----------
Total current assets 92,095 98,282
Property, plant & equipment (net) 49,250 56,520
Other assets (net) 22,331 17,065
----------- -----------
Total assets $ 163,676 $ 171,867
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable, accrued expenses & deferred
income taxes $ 85,110 $ 80,924
Revolving credit loan - secured debt 14,180 13,994
Liabilities subject to compromise - current 4,997 4,997
----------- -----------
Total current liabilities 104,287 99,915
Liabilities subject to compromise 149,671 161,503
Long term debt -- --
Other liabilities -- --
----------- -----------
Total liabilities 253,958 261,418
Stockholders' equity (deficit) (90,282) (89,551)
----------- -----------
Total liabilities & stockholders' equity $ 163,676 $ 171,867
=========== ===========
ADDITIONAL FINANCIAL INFORMATION:
Working Capital $ (12,192) $ (1,633)
Current Ratio 0.9 1.0

SOURCE: Congoleum Corporation




Copyright 2010 Marketwire, Inc., All rights reserved.
-0-

SUBJECT CODE: Lifestyle and Leisure:Home and Garden

It actually has nothing to do with that!

Do you think Somthing is up

The Bid / Ask is at .115 x .17

When do you think we will get some NEWZ?

Time to take here up!!!

Considering the news, I would say that things are pretty good in viewing the trading so far. If you want it then you have to hit the ask to get it. Investors are holding out on this one it appears.............$$$ Don't sell at the bid.

We see how quick the canceled MTLQQ

hey IM just being realistic. IM holding my shares so I must actually have some hope LOL

I would not count them worthless just yet. It appears as though there is deception on the part of Congoleum, by releasing the Jan 29, PR without stating that they would be cancelled then. Which for what ever reason would keep the stock trading actively, enticing investors under fraudulent pretenseis that they would remain. Thus the most recent part now says they want to wipe the commons out clean. I hope the Judge, presiding over this case does see the scam involved here. Wake up Lady Justice!!!!!! How many times do the fools running these companies into the ground get golden umbrella's and the investors get a huge boot up the arse.

I think the commons are worthless BUT dont trust me Im worng a lot and still long freebies here

$209.1 Million if I have read the last PR, correctly in settlement payouts from the insurance companies. Anyone?

Tuesday will tell.

Does show American Bilt-rite as a major shareholder.

Top Institutional HoldersConcentration of Current % Held
Top 10 Institutions: Top 20 Institutions: Top 50 Institutions: All:
Low
Avg. Turnover Rating Name Shares Held Position Value Percentage of
Total Holdings
since 2/14/10 % Owned
of Shares
Outstanding Turnover
Rating
Conus Partners, Inc. 234.5K $3,693 +45% 6.4% Moderate
American ... 151.1K $2,380 +29% 4.1% Low
Dimensional Fund ... 123.6K $865 +23% 3.4% Low
Kaplan (Mark N) 16.0K $252 +3% 0.4% Low
Straut (C Barnwell) 1.0K $16 0% 0.0% Low
Sciortino (Thomas A) 615.0 $10 0% 0.0% Low
Jarosz (Dennis P) 0.0 0 0% 0.0% --

Looks like a wait and see here. An area of gray here on acceptance.



As of March 13, 2009, 3,663,390 shares of Class A Common Stock, 4,608,945 shares of Class B
Common Stock and no shares of Preferred Stock were issued and outstanding. As of that date, ABI held 151,100
shares of Class A Common Stock and 4,395,605 shares of Class B Common Stock.
Upon the filing of amended certificates of incorporation in connection with the Effective Date, the
Class A Common Stock, the Class B Common Stock and the Preferred Stock will be eliminated. Congoleum will
have authority to issue only common stock and the Debtors will be prohibited from issuing non-voting capital stock
in accordance with section 1123(a)(5) of the Bankruptcy Code.
(A) Class A Common Stock
The Class A Common Stock is entitled to one vote per share and, generally, votes together with
the Class B Common Stock as a single class. The Class A Common Stock and Class B Common Stock are on parity
on a per share basis with respect to dividend and liquidation rights. The Class A Common Stock will be cancelled
under the Plan.
The Company’s Class A Stock was delisted by Amex on February 19, 2008 because it did not
meet the Amex listing standards for share value, share price, and aggregate market capitalization. The Congoleum
shares are currently traded on the OTC Pink Sheets.
Following the Effective Date, unless otherwise determined by the Plan Proponents in accordance
with applicable law, Congoleum’s common stock will not be publicly traded.

I believe that the existing shares prior to the bankruptcy filing were delisted and cancelled, and new shares reducing the commons significantly were reissued.....Which may make them exempt in court ruling. JMO


In September 2002, Congoleum and Wachovia amended the Credit Facility to revise certain
financial and other covenants. In February 2003, Congoleum and Wachovia further amended the Credit Facility to
revise certain financial and other covenants on terms negotiated to reflect the transactions contemplated by
Congoleum’s intended global settlement of its asbestos claims liability. Pursuant to this amendment, CSI and CFI
granted a limited guarantee in favor of Wachovia with regard to the obligations of Congoleum under the Credit
Facility, which limited guarantee is substantially similar to the limited guarantee that was previously granted by
Congoleum Financial Corporation and Congoleum Intellectual Properties, Inc., which entities are no longer in
existence. As of the Petition Date, the principal amount of all pre-petition obligations owed by the Debtors to
Wachovia, both absolute and contingent, pursuant to the Credit Facility existing as of December 31, 2003 consisted
of the principal amount of not less than $14,325,937, plus all interest accrued and accruing thereon and fees, costs,
expenses and other charges accrued, accruing or chargeable with respect thereto.
Wachovia has provided debtor-in-possession financing during the pendency of the Reorganization
Cases. See Section 5.2(b) - - “Administration of the Reorganization Cases - DIP Financing”.
(2) The Senior Notes
On August 3, 1998, Congoleum issued $100 million in aggregate principal amount of 8?% Senior
Notes Due 2008 (the “Senior Notes”) priced at 99.505 to yield 8.70%. Interest is payable on the Senior Notes
semiannually on February 1 and August 1. The Senior Notes matured on August 1, 2008. The Senior Notes are
redeemable at the option of Congoleum, in whole or in part, at any time on or after August 1, 2003 at predetermined
redemption prices (ranging from 104% to 100%), plus accrued and unpaid interest to the date of redemption. The
Indenture under which the notes were issued includes certain restrictions on additional indebtedness and uses of
cash, including dividend payments.
In March 2003, Congoleum and the trustee under the Indenture governing the Senior Notes (the
“Indenture Trustee”) amended the Indenture to expressly provide Congoleum, under the terms of that Indenture,
with greater flexibility to pursue possible resolutions of its current and future asbestos claims liability, including
negotiating a global settlement with current asbestos plaintiffs and the Futures Representative, and soliciting
acceptances of and filing a prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code. Prior to
the amendment, holders of a majority in aggregate principal amount of the Senior Notes outstanding as of the record
date for determining the holders entitled to vote on the proposed amendment had consented to the amendment.
In August 2003, Congoleum and the Indenture Trustee amended the Indenture to expressly
provide Congoleum, under the terms of the Indenture, with greater flexibility to pursue approval of its pre-packaged
plan of reorganization under Chapter 11 of the Bankruptcy Code. Prior to the amendment, holders of a majority in
aggregate principal amount of the Senior Notes as of the record date for determining the holders entitled to vote on
the proposed amendment had consented to the amendment. See Section 6.3(d) -- “Treatment of Classified Claims
and Interests” for a description of the treatment of the Senior Notes under the Plan.
(b) Description of Capital Stock
(1) Congoleum
Congoleum currently has 31,000,000 shares of capital stock authorized, of which 20,000,000
shares are designated as Class A Common Stock, 10,000,000 shares are designated as Class B Common Stock and
1,000,000 shares are designated as preferred stock (the “Preferred Stock”).and no shares of Preferred Stock were issued and outstanding. As of that date, ABI held 151,100
shares of Class A Common Stock and 4,395,605 shares of Class B Common Stock.
Upon the filing of amended certificates of incorporation in connection with the Effective Date, the
Class A Common Stock, the Class B Common Stock and the Preferred Stock will be eliminated. Congoleum will
have authority to issue only common stock and the Debtors will be prohibited from issuing non-voting capital stock
in accordance with section 1123(a)(5) of the Bankruptcy Code.
(A) Class A Common Stock
The Class A Common Stock is entitled to one vote per share and, generally, votes together with
the Class B Common Stock as a single class. The Class A Common Stock and Class B Common Stock are on parity
on a per share basis with respect to dividend and liquidation rights. The Class A Common Stock will be cancelled
under the Plan.
The Company’s Class A Stock was delisted by Amex on February 19, 2008 because it did not
meet the Amex listing standards for share value, share price, and aggregate market capitalization. The Congoleum
shares are currently traded on the OTC Pink Sheets.
Following the Effective Date, unless otherwise determined by the Plan Proponents in accordance
with applicable law, Congoleum’s common stock will not be publicly traded.
(B) Class B Common Stock
Generally, the Class B Common Stock is entitled to two votes per share and votes together with
the Class A Common Stock as a single class. The Class B Common Stock is only entitled to one vote per share with
regard to certain extraordinary transactions. The Class B Common Stock and Class A Common Stock are on parity
on a per share basis with respect to dividend and liquidation rights.
A holder of Class B Common Stock may convert any shares of such stock into an equal number of
shares of Class A Common Stock at any time at the holder’s option. The Class B Common Stock is subject to
automatic conversion into Class A Common Stock on a one-for-one basis upon the adoption of a resolution
authorizing such conversion approved by the holders of a majority of the outstanding shares of Class B Common
Stock voting as a separate class. In addition, any shares of Class B Common Stock sold or otherwise transferred to a
person or entity other than an affiliate of the transferor will be automatically converted into an equal number of
shares of Class A Common Stock upon such sale or transfer. A pledge of shares of Class B Common Stock is not
considered a transfer for this purpose unless and until the pledge is enforced. Also, with respect to shares of Class B
Common Stock held by ABI, those shares will automatically be converted into an equal number of shares of Class A
Common Stock upon the occurrence of a “change of control” of ABI (as defined under Congoleum’s Certificate of
Incorporation).