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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 rSfPypMDgwJ9zR8KT0OI1Q==

<SEC-DOCUMENT>0000891092-01-500313.txt : 20010626
<SEC-HEADER>0000891092-01-500313.hdr.sgml : 20010626
ACCESSION NUMBER:		0000891092-01-500313
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010614
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHILIPP BROTHERS CHEMICALS INC
		CENTRAL INDEX KEY:			0001069899
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL INORGANIC CHEMICALS [2810]
		IRS NUMBER:				131840497
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	333-64641
		FILM NUMBER:		1666379

	BUSINESS ADDRESS:	
		STREET 1:		ONE PARKER PLZ
		CITY:			FORT LEE
		STATE:			NJ
		ZIP:			07024
		BUSINESS PHONE:		2019446020

	MAIL ADDRESS:	
		STREET 1:		ONE PARKET PLZ
		CITY:			FORT LEE
		STATE:			NJ
		ZIP:			07024
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 8-K
<TEXT>


- --------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       June 14, 2001                                 333-64641
- --------------------------------              ------------------------
Date of Report (Date of earliest              (Commission File Number)
  event reported)

                        PHILIPP BROTHERS CHEMICALS, INC.
             (Exact name of registrant as specified in its charter)

         New York                                      13-1840497
- ----------------------------             ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
  of incorporation)

                                One Parker Plaza
                           Fort Lee, New Jersey 07024
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (201) 944-6020
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------


<PAGE>

Item 5. Other Events and Regulation FD Disclosure.

      On June 14, 2001, the Company's  Phibro-Tech,  Inc. subsidiary and Nufarm,
Inc.  ("Nufarm")  amended the agreement  pursuant to which the Company's  Agtrol
U.S.  business was sold to Nufarm in order to reallocate to the U.S.  business a
portion of the  purchase  price  previously  allocated  to the  Agtrol  business
outside  the U.S.  As a result of the  amendment,  the  sales  price of the U.S.
Agtrol  business is  $16,684,000,  of which  $15,459,000 was paid in cash plus a
note for  $1,225,000  payable on June 30,  2001.  For further  information  with
respect to the original  sale and  amendment  thereof,  reference is made to the
United States Asset Purchase  Agreement and Amendment No. 1 thereto,  which are,
respectively, Exhibit 1 and Exhibit 2 hereto.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 1         United States Asset Purchase  Agreement  between  Phibro-Tech,
                  Inc. and Nufarm, Inc. dated as of May 1, 2001 (Incorporated by
                  reference  to Exhibit  10.37 to the  Quarterly  Report on Form
                  10-Q of the  Registrant for the fiscal quarter ended March 31,
                  2001)

Exhibit 2         Amendment  No. 1 to United  States  Asset  Purchase  Agreement
                  between  Phibro-Tech,  Inc. and Nufarm,  Inc. dated as of June
                  14, 2001


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                PHILIPP BROTHERS CHEMICALS, INC.

                                                By: /s/ Jack C. Bendheim
                                                    --------------------
                                                    Jack C. Bendheim
                                                    President

Dated: June 22, 2001


                                       3
<PAGE>

                                  EXHIBIT INDEX

Exhibit 1         United States Asset Purchase  Agreement  between  Phibro-Tech,
                  Inc. and Nufarm, Inc. dated as of May 1, 2001 (Incorporated by
                  reference  to Exhibit  10.37 to the  Quarterly  Report on Form
                  10-Q of the  Registrant for the fiscal quarter ended March 31,
                  2001)

Exhibit 2         Amendment  No. 1 to United  States  Asset  Purchase  Agreement
                  between  Phibro-Tech,  Inc. and Nufarm,  Inc. dated as of June
                  14, 2001


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>AMEND. NO. 1 TO U.S. ASSET PURCHASE AGREEMENT
<TEXT>


            AMENDMENT NO. 1 TO UNITED STATES ASSET PURCHASE AGREEMENT
            ---------------------------------------------------------

      This Amendment is made as of June 14, 2001, between Phibro Tech, Inc., a
Delaware corporation (the "Seller") and Nufarm, Inc., a Delaware corporation
(the "Buyer").

      WHEREAS, Seller and Buyer are parties to a certain United States Asset
Purchase Agreement, dated as of May 1, 2001 (the "Agreement");

      WHEREAS, Seller and Buyer wish to amend the Agreement as set forth below.
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned in the Agreement.

      NOW THEREFORE, for value received, Seller and Buyer hereby agree that the
Agreement shall be amended as follows:

I. Section 2.1(a) shall hereby be amended and restated in its entirety as
follows:

      "(a)  In consideration of the sale, assignment and transfer of the
            Purchased Assets, at the Closing (i) Buyer shall pay to the Seller
            the sum of $15,459,000 (the "Cash Amount") and (ii) Buyer shall
            deliver to Seller an unsecured promissory note substantially in the
            form attached as Exhibit A hereto (the "Buyer Note") in the
            Aggregate Amount of $1,224,990 (the "Note Amount," and together with
            the Cash Amount, as adjusted pursuant to Sections 2.1(d) and 2.3,
            the "Purchase Price"). All payments under this Section shall be by
            wire transfer of immediately available funds in U.S. dollars to an
            account or accounts specified in writing by the Seller prior to
            Closing."

II. Section 6.10 shall hereby be amended and restated in its entirety as
follows:

            "Stock Sales. The parties shall act in good faith to consummate the
      sale of all of the issued and outstanding equity interests of Agtrol
      Argentina (the "Argentina Stock Sale") and Agtrol Mexico (the "Mexico
      Stock Sale") from the Seller to Buyer for aggregate consideration of
      $41,010 pursuant to separate Stock Purchase Agreements that shall
      substantially replicate the terms and conditions hereof to the extent
      applicable and subject to such changes (i) as may be necessary or
      desirable under applicable local law or (ii) as may be reasonable in light
      of the size and type of the operations of Agtrol Argentina and Agtrol
      Mexico."

III. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
Parties hereto may execute this Amendment by signing any such counterpart.


<PAGE>

IV. All terms of the Agreement, except as modified hereby, shall remain in full
force and effect.

      IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Agreement as of the date first above written.

                                            PHIBRO TECH, INC.

                                            By: /s/ W.D. Glover
                                                ----------------------------
                                                Name:  W.D. Glover
                                                Title: President

                                            NUFARM, INC.

                                            By: /s/ D.A. Pullan
                                                ----------------------------
                                                Name:  D.A. Pullan
                                                Title: Group General Manager
                                                       Operations


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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