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<SEC-DOCUMENT>0000950123-04-014284.txt : 20041201
<SEC-HEADER>0000950123-04-014284.hdr.sgml : 20041201
<ACCEPTANCE-DATETIME>20041201111156
ACCESSION NUMBER:		0000950123-04-014284
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041130
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041201
DATE AS OF CHANGE:		20041201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHIBRO ANIMAL HEALTH CORP
		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:		1934 Act
		SEC FILE NUMBER:	333-64641
		FILM NUMBER:		041176188

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPP BROTHERS CHEMICALS INC
		DATE OF NAME CHANGE:	19980908
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y69255e8vk.txt
<DESCRIPTION>FORM 8-K
<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): November 30, 2004

                        Phibro Animal Health Corporation
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                          <C>
New York                                     333-64641                13-1840497
(State or other jurisdiction of      (Commission File Number)     (IRS Employer
incorporation)                                                    Identification No.)
</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)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]      Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

================================================================================


<PAGE>
Item 7.01 Regulation FD Disclosure

         On December 1, 2004, Phibro Animal Health Corporation (the "Company")
issued a press release announcing the second extension and amendment by it of
its consent solicitation with respect to its 105,000 units consisting of
$85,000,000 13% Senior Secured Notes Due 2007 of the Company and $20,000,000 13%
Senior Secured Notes due 2007 of Philipp Brothers Netherlands III B.V. A copy of
the press release is attached as Exhibit 99.1 to this Report. A copy of the
Amendment and Supplement dated November 30, 2004 to Consent Solicitation
Statement is attached as Exhibit 99.2 to this Report.

         The information disclosed in this Current Report under this Item 7.01
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 additional units and underlying senior secured notes referred to in
the Consent Solicitation Statement, as amended, 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" 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


<PAGE>
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.

Item 9.01 Financial Statements and Exhibits

(c)      Exhibits

<TABLE>
<CAPTION>
Exhibit No.                Description
<S>               <C>
99.1              Press Release, dated December 1, 2004
99.2              Amendment and Supplement dated November 30, 2004 to Consent
                  Solicitation Statement
</TABLE>


<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.

                                           PHIBRO ANIMAL HEALTH CORPORATION



Dated: December 1, 2004                    By:     /s/ Richard G. Johnson
                                              -------------------------------
                                                   Richard G. Johnson,
                                                   Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                Description
<S>               <C>
99.1              Press Release, dated December 1, 2004
99.2              Amendment and Supplement dated November 30, 2004 to Consent
                  Solicitation Statement
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y69255exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

FOR RELEASE: IMMEDIATELY

     FOR ADDITIONAL INFORMATION CONTACT: RICHARD G. JOHNSON, CHIEF FINANCIAL
OFFICER, OR STEVEN L. COHEN, GENERAL COUNSEL - (201) 944-6020

                   PHIBRO ANIMAL HEALTH CORPORATION ANNOUNCES
             SECOND EXTENSION AND AMENDMENT OF CONSENT SOLICITATION

         FORT LEE, NEW JERSEY, DECEMBER 1, 2004 - Phibro Animal Health
Corporation (the "Company") announced today the second extension and amendment
by it of its consent solicitation with respect to its 105,000 units consisting
of $85,000,000 13% Senior Secured Notes Due 2007 (the "U.S. Notes") of the
Company and $20,000,000 13% Senior Secured Notes due 2007 (together with the
U.S. Notes, the "Existing Notes") of Philipp Brothers Netherlands III B.V.

         On November 18, 2004, the Company commenced a consent solicitation with
respect to the holders of the Existing Notes to effect certain amendments to the
indenture governing the Existing Notes, as described in the Consent Solicitation
Statement, dated November 18, 2004 (the "Statement"). The consent solicitation
is being made in accordance with and subject to the terms and conditions stated
in the Statement, as amended by an Amendment and Supplement dated November 23,
2004 to Consent Solicitation Statement and as further amended by an Amendment
and Supplement dated November 30, 2004 to Consent Solicitation (the Statement,
as so amended, the "Amended Statement").

         As of 12:00 p.m., New York City time, on November 30, 2004, holders of
over 97% of the Existing Notes had consented.

         The solicitation has been further extended to, and will expire at, 5:00
p.m., New York City time, on December 8, 2004, unless further extended or
earlier terminated.

         Pursuant to the Amended Statement, the disclosure relating to the sale
of substantially all of the facilities owned by Phibro Animal Health SA ("Phibro
Belgium"), a wholly owned subsidiary of Philipp Brothers Netherlands III B.V.,
in Rixensart, Belgium has been updated to indicate that the Company will provide
a limited guarantee of certain obligations of Phibro Belgium and that the sale
will include certain industrial activities and certain intellectual property
relating to solvent technology.

         Requests for copies of the Statement, the Amended Statement and related
documents, and assistance relating to the procedures for delivering consents may
be obtained by contacting Richard G. Johnson, Chief Financial Officer, at (201)
944-6020. Requests for assistance relating to the terms and conditions of the
consent solicitation may be directed to HSBC Bank USA, National Association, the
Tabulation Agent, at the addresses set forth in the Statement.


<PAGE>
         The Company is a leading diversified global manufacturer and marketer
of a broad range of animal health and nutrition products, specifically medicated
feed additives ("MFAs") and nutritional feed additives, which the Company sells
throughout the world predominantly to the poultry, swine and cattle markets.
MFAs are used preventively and therapeutically in animal feed to produce healthy
livestock. The Company is also a specialty chemicals manufacturer and marketer,
serving numerous markets.

FORWARD-LOOKING STATEMENTS

         This news release contains statements that, to the extent that they are
not recitations of historical fact, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
information involves risks and uncertainties that could cause actual results to
differ materially from those expressed in any such forward-looking statements.
These risks and uncertainties include, but are not limited to, 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 our 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.


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>y69255exv99w2.txt
<DESCRIPTION>AMENDMENT TO CONSENT SOLICITATION STATEMENT
<TEXT>
<PAGE>

AMENDMENT AND SUPPLEMENT DATED NOVEMBER 30, 2004                    Exhibit 99.2
TO CONSENT SOLICITATION STATEMENT

                        PHIBRO ANIMAL HEALTH CORPORATION

                            SOLICITATION OF CONSENTS
                                   RELATING TO
                           105,000 UNITS CONSISTING OF
                $85,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
                        PHIBRO ANIMAL HEALTH CORPORATION
                                       AND
                $20,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
                     PHILIPP BROTHERS NETHERLANDS III B.V.

                               CUSIP NO. 71742QAC0

         Phibro Animal Health Corporation, a New York corporation (the
"Company"), hereby amends and supplements its Consent Solicitation Statement
dated November 18, 2004 (the "Original Solicitation Statement"), as amended and
supplemented by the Amendment and Supplement dated November 23, 2004, pursuant
to which the Company has solicited (the "Solicitation") consents (the
"Consents") of the registered holders of units (the "Units") consisting of 13%
Senior Secured Notes due 2007 (the "U.S. Notes") of the Company and 13% Senior
Secured Notes due 2007 (the "Dutch Notes" and, together with the U.S. Notes, the
"Notes") of Philipp Brothers Netherlands III B.V. (the "Dutch Issuer" and,
together with the Company, the "Issuers") to the adoption of the Proposed
Amendments to the Indenture pursuant to which the Notes were issued. Terms not
defined in this amendment have the meanings assigned to them in the Original
Solicitation Statement.

         The agreements governing the sale of the Belgium Plant will provide for
a guarantee by the Company of certain obligations of Phibro Belgium under such
agreements to the extent permitted under clause (xviii) of Section 4.12 of the
Indenture, which provides, among other things, that the Company and its
restricted subsidiaries may provide guarantees and indemnities incurred in
connection with the disposition of assets in an amount not to exceed the gross
proceeds or value of consideration received by the Company and its restricted
subsidiaries in connection with such transaction. Phibro Belgium will receive
gross proceeds of EUR 6.2 million from the sale of the Belgium Plant and the
Company's guarantee will be limited to such amount.

         In addition, clause (i) of the definition of "Belgium Plant Sale and
Virginiamycin Production Transactions" set forth in the Original Solicitation
Statement under the heading "Proposed Amendments and Waiver to the Indenture --
Section 1.01 Definitions -- Proposed Provision" is amended to read as follows:
"(i) the transfer of substantially all of the land and buildings and certain
equipment of Phibro Belgium at the Belgium Plant, as well as the industrial
activities and intellectual property relating to certain solvent technology of
Phibro Belgium, for a purchase price of EUR 6.2 million, payable at closing".

         The Expiration Date is hereby extended to 5:00 p.m., New York City
time, on December 8, 2004.

         The Proposed Amendments will be effected by a supplemental indenture
(the "Supplemental Indenture"), which is to be executed on or promptly after the
Expiration Date if the Requisite Consent is obtained. The Supplemental Indenture
will be executed on or promptly after the Expiration Date, and the Proposed
Amendments will become operative upon the consummation by the Company of the
offering of Additional Notes contemplated by proposed clause (xx) of Section
4.12 of the Indenture, with Jefferies & Company, Inc. as initial purchaser, on
or prior to December 31, 2004. If such offering of Additional Notes is not
consummated on or prior to December 31, 2004, then the Proposed Amendments will
not become operative.

         THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON WEDNESDAY, DECEMBER 8, 2004. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN
THE CONSENT SOLICITATION STATEMENT, AS AMENDED BY THIS AMENDMENT, THE COMPANY
WILL ACCEPT ALL PROPERLY COMPLETED, EXECUTED AND DATED CONSENTS RECEIVED BY THE
TABULATION AGENT (AND NOT SUBSEQUENTLY REVOKED) PRIOR TO THE EXPIRATION DATE.
THE COMPANY RESERVES THE RIGHT TO TERMINATE OR EXTEND THE CONSENT SOLICITATION


<PAGE>
IN ITS SOLE DISCRETION. THE TERM "EXPIRATION DATE" SHALL MEAN THE TIME AND DATE
ON OR TO WHICH THE CONSENT SOLICITATION IS SO TERMINATED OR EXTENDED. IN NO
EVENT SHOULD A HOLDER TENDER OR DELIVER NOTES.

             The Information Agent for this Consent Solicitation is

                            JEFFERIES & COMPANY, INC.

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