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<SEC-DOCUMENT>0000950123-05-001853.txt : 20050215
<SEC-HEADER>0000950123-05-001853.hdr.sgml : 20050215
<ACCEPTANCE-DATETIME>20050215094338
ACCESSION NUMBER:		0000950123-05-001853
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050210
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050215
DATE AS OF CHANGE:		20050215

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHIBRO ANIMAL HEALTH CORP
		CENTRAL INDEX KEY:			0001069899
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				131840497
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-64641
		FILM NUMBER:		05614959

	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>y05870e8vk.txt
<DESCRIPTION>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): February 10, 2005


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


          New York                       333-64641                13-1840497
- -------------------------------   ------------------------   -------------------
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
       incorporation)                                        Identification No.)


                               65 CHALLENGER ROAD
                        RIDGEFIELD PARK, NEW JERSEY 07660
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (201) 329-7300
              ----------------------------------------------------
              (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

         Phibro Animal Health Corporation (the "Company"), issued a press
release on February 14, 2005, announcing the formation of PAHC Holdings
Corporation ("PAHC Holdings"), a holding company for the capital stock of the
Company formed by certain of the shareholders of the Company, and the successful
completion of a private offering by PAHC Holdings of $29 million of its senior
secured notes due 2010 ("HoldCo Notes"). The proceeds from the sale of the
HoldCo Notes, upon release from escrow, will be used, directly or indirectly, to
redeem the Company's Series C Preferred Stock, all of which is held by Palladium
Equity Partners II LP and certain of its affiliates. It is contemplated that
such redemption will occur on or before February 28, 2005. Jefferies & Company,
Inc. acted as the initial purchaser of the HoldCo Notes. A copy of the press
release is attached as Exhibit 99.1 to this Report.

         PAHC Holdings was formed by Jack Bendheim, Marvin S. Sussman and trusts
for the benefit of Mr. Bendheim and his family exchanging all of their shares of
Series A Preferred Stock and Class B Common Stock and Mr. Bendheim exchanging
fifty percent (50%) of his shares of Class A Common Stock, for the same number
and class of shares of PAHC Holdings, having the same designations, relative
rights, privileges and limitations as the Company's shares of such class.

         The HoldCo Notes are to be secured by all of PAHC Holding's assets (now
consisting solely of capital stock of the Company and, until disbursed, proceeds
of the HoldCo Notes in escrow). Currently, such pledge covers all of the
Company's Series A Preferred Stock and Class B Common Stock, the Company's
non-voting classes of stock. In connection with the release of the proceeds of
the HoldCo Notes and following the redemption of the Company's Series C
Preferred Stock, Mr. Bendheim will contribute to PAHC Holdings the balance of
the Company's Class A Common Stock, the Company's voting stock, resulting in
PAHC Holdings owning all of the outstanding capital stock of the Company, and
all of the Company's Class A Common Stock will be pledged as security for the
HoldCo Notes. If on March 1, 2005, the Company has not redeemed its outstanding
Series C Preferred Stock from escrow, PAHC Holdings will be required to redeem
the HoldCo Notes, primarily with the proceeds of the HoldCo Notes placed in
escrow. The HoldCo Notes and such security interest are effectively subordinated
to all liabilities, including the Company's and its subsidiaries' trade
payables, as well the Company's indenture indebtedness. Interest on the HoldCo
Notes is payable at the option of PAHC Holdings in cash or pay-in-kind HoldCo
Notes.

         The information being furnished under Item 7.01 of this Report shall
not be considered "filed" for purposes of the Securities Exchange Act of 1934,
as amended.

         This Report includes 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


                                       2
<PAGE>
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.

         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


Exhibit No.                Description
- -----------                -----------

99.1                       Press Release issued February 14, 2005
<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: February 14, 2005            By: /s/ Richard G. Johnson
                                        ------------------------------
                                          Richard G. Johnson
                                          Chief Financial Officer
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------

99.1                       Press release dated February 14, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y05870exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
FOR RELEASE: IMMEDIATELY

         FOR ADDITIONAL INFORMATION CONTACT: RICHARD G. JOHNSON, CHIEF FINANCIAL
OFFICER - (201) 329-7300

         PHIBRO ANIMAL HEALTH CORPORATION ANNOUNCES FORMATION OF HOLDING COMPANY
AND ISSUANCE BY HOLDING COMPANY OF NOTES TO FINANCE REDEMPTION OF SERIES C
PREFERRED STOCK FROM PALLADIUM

         RIDGEFIELD PARK, NEW JERSEY, FEBRUARY 14, 2005 - Phibro Animal Health
Corporation (the "Company"), announced today the formation of PAHC Holdings
Corporation ("PAHC Holdings"), a holding company for the capital stock of the
Company formed by certain of the shareholders of the Company, and the successful
completion of a private offering by PAHC Holdings of $29 million of its senior
secured notes due 2010 ("HoldCo Notes"). The proceeds from the sale of the
HoldCo Notes, upon release from escrow, will be used, directly or indirectly, to
redeem the Company's Series C Preferred Stock, all of which is held by Palladium
Equity Partners II LP and certain of its affiliates. It is contemplated that
such redemption will occur on or before February 28, 2005. Jefferies & Company,
Inc. acted as the initial purchaser of the HoldCo Notes.

         PAHC Holdings was formed by Jack Bendheim, Marvin S. Sussman and trusts
for the benefit of Mr. Bendheim and his family exchanging all of their shares of
Series A Preferred Stock and Class B Common Stock and Mr. Bendheim exchanging
fifty percent (50%) of his shares of Class A Common Stock, for the same number
and class of shares of PAHC Holdings, having the same designations, relative
rights, privileges and limitations as the Company's shares of such class.

         The HoldCo Notes are to be secured by all of PAHC Holding's assets (now
consisting solely of capital stock of the Company and, until disbursed, proceeds
of the HoldCo Notes in escrow). Currently, such pledge covers all of the
Company's Series A Preferred Stock and Class B Common Stock, the Company's
non-voting classes of stock. In connection with the release of the proceeds of
the HoldCo Notes and following the redemption of the Company's Series C
Preferred Stock, Mr. Bendheim will contribute to PAHC Holdings the balance of
the Company's Class A Common Stock, the Company's voting stock, resulting in
PAHC Holdings owning all of the outstanding capital stock of the Company, and
all of the Company's Class A Common Stock will be pledged as security for the
HoldCo Notes. If on March 1, 2005, the Company has not redeemed its outstanding
Series C Preferred Stock from escrow, PAHC Holdings will be required to redeem
the HoldCo Notes, primarily with the proceeds of the HoldCo Notes placed in
escrow. The HoldCo Notes and such security interest are effectively subordinated
to all liabilities, including the Company's and its subsidiaries' trade
payables, as well the Company's indenture indebtedness. Interest on the HoldCo
Notes is payable at the option of PAHC Holdings in cash or pay-in-kind HoldCo
Notes.

COMPANY DESCRIPTION

         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
<PAGE>
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.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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