<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y90092e8vk.txt
<DESCRIPTION>PHIBRO ANIMAL HEALTH CORPORATION
<TEXT>
<PAGE>
================================================================================

                                  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

       Date of Report (Date of earliest event reported) September 24, 2003


                        PHIBRO ANIMAL HEALTH CORPORATION
             (Exact name of registrant as specified in its charter)



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<S>                                  <C>                           <C>
           NEW YORK                          333-64641                          13-1840497
-------------------------------      ------------------------      ------------------------------------
(State or other jurisdiction of      (Commission File Number)      (IRS Employer Identification Number)
         incorporation)
</TABLE>

                                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)


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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

            99.1 Press Release, dated September 24, 2003
            99.2 Consent Solicitation Statement, dated September 24, 2003
            99.3 Certain Excerpts from Preliminary Private Offering Circular

ITEM 9. REGULATION FD DISCLOSURE.

      Phibro Animal Health Corporation (the "Company"), formerly Philipp
Brothers Chemicals, Inc., issued a press release on September 24, 2003,
announcing (i) the commencement of a consent solicitation on the terms and
conditions set forth in the Consent Solicitation Statement, dated September 24,
2003 (the "Statement"), to solicit consents from holders, as of the record date
specified in the Statement, of the Company's 9 7/8% Senior Subordinated Notes
due 2008 to the adoption of proposed amendments to the related Indenture and
(ii) the commencement of a private offering of up to $105 million of units
consisting of $85 million of senior secured notes of the Company and $20 million
of senior secured notes of Philipp Brothers Netherlands III BV, an indirect
wholly-owned subsidiary of the Company (the "Dutch issuer").

      The solicitation is subject to the satisfaction of a number of conditions,
as described in the Statement. A copy of each of (i) the press release
describing the terms and conditions of the consent solicitation and related
private offering and (ii) the Statement is attached to this Report as Exhibit
99.1 and Exhibit 99.2, respectively. Certain matters regarding the Company that
have not previously been disclosed are disclosed in the preliminary offering
circular for the units and underlying senior secured notes, excerpts of which
are attached as Exhibit 99.3 to this Report. One of such matters is the
Company's intention to sell its subsidiary, The Prince Manufacturing Company,
substantially concurrently with such private offering.

      The information disclosed in this Report under this Item 9 is being
furnished to comply with Regulation FD and is not considered "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") and is not subject to the liabilities of that section.

      Nothing in this Report shall constitute an offer to purchase or sell, or a
solicitation of an offer to purchase or sell, any securities of the Company. The
new units and underlying senior secured notes to be offered by the Company and
the Dutch issuer have not been registered under the Securities Act of 1933 (the
"Securities Act") and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.

      This Report includes statements that constitute forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These statements are subject to risks and uncertainties.
Forward-looking statements include information concerning possible or assumed
future results of operations of the Company and its affiliates. These statements
may relate to, but are not limited to, information and assumptions about capital
and other expenditures, dividends, financing plans, capital structure, cash
flow, pending legal and regulatory proceedings and claims, including
environmental matters, future economic performance, operating income, cost
savings, management's plans, goals and objectives for future operations and
growth. These forward-looking statements generally are accompanied by words such
as "intend," "anticipate," "believe," "estimate," "expect," "should"


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<PAGE>
or similar expressions. It should be understood that these forward-looking
statements are necessarily estimates reflecting the best judgment of the
Company's senior management, not guarantees of future performance. They are
subject to a number of assumptions, risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in the
forward-looking statements. Important assumptions relating to the
forward-looking statements include, among others, assumptions regarding demand
for the Company's products, the expansion of product offerings geographically or
through new applications, the timing and cost of planned capital expenditures,
competitive conditions and general economic conditions. These assumptions could
prove inaccurate. Forward-looking statements also involve risks and
uncertainties, which could cause actual results that differ materially from
those contained in any forward-looking statement. Many of these factors are
beyond the Company's ability to control or predict. Such factors include, but
are not limited to, the following: the Company's substantial leverage and
potential inability to service its debt; the Company's dependence on
distributions from its subsidiaries; risks associated with the Company's
international operations and significant foreign assets; the Company's
dependence on its Israeli operations; competition in each of the Company's
markets; potential environmental liability; potential legislation affecting the
use of medicated feed additives; extensive regulation by numerous government
authorities in the United States and other countries; the Company's reliance on
the continued operation and sufficiency of its manufacturing facilities; the
Company's reliance upon unpatented trade secrets; the risks of legal proceedings
and general litigation expenses; potential operating hazards and uninsured
risks; the risk of work stoppages; the Company's dependence on key personnel;
and other factors discussed in the Company's filings with the U.S. Securities
and Exchange Commission.

      Undue reliance should not be placed on forward-looking statements, which
speak only as of the date of this Report.

      All subsequent written and oral forward-looking statements attributable to
the Company or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this Report
and any other cautionary statements that may accompany such forward-looking
statements. The Company does not undertake any obligation to release publicly
any revisions to these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of
unanticipated events, unless the securities laws require the Company to do so.


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<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.

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<S>                                     <C>
                                        PHIBRO ANIMAL HEALTH CORPORATION


Dated: September 24, 2003               By: /s/ Jack C. Bendheim
                                            -----------------------------------
                                            Jack C. Bendheim,
                                            Chairman of the Board and President


                                        By: /s/ Gerald K. Carlson
                                            -----------------------------------
                                            Gerald K. Carlson,
                                            Chief Executive Officer


                                        By: /s/ Richard G. Johnson
                                            -----------------------------------
                                            Richard G. Johnson,
                                            Chief Financial Officer
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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
99.1              Press Release, dated September 24, 2003
99.2              Consent Solicitation Statement, dated September 24, 2003
99.3              Certain Excerpts from Preliminary Private Offering Circular
</TABLE>


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