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<SEC-DOCUMENT>0000950123-06-008458.txt : 20060630
<SEC-HEADER>0000950123-06-008458.hdr.sgml : 20060630
<ACCEPTANCE-DATETIME>20060630144951
ACCESSION NUMBER:		0000950123-06-008458
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060630
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060630
DATE AS OF CHANGE:		20060630

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHIBRO ANIMAL HEALTH CORP
		CENTRAL INDEX KEY:			0001069899
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				131840497
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-64641
		FILM NUMBER:		06937201

	BUSINESS ADDRESS:	
		STREET 1:		65 CHALLENGER ROAD
		CITY:			RIDGEFIELD PARK
		STATE:			NJ
		ZIP:			07660
		BUSINESS PHONE:		201-329-7300

	MAIL ADDRESS:	
		STREET 1:		65 CHALLENGER ROAD
		CITY:			RIDGEFIELD PARK
		STATE:			NJ
		ZIP:			07660

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPP BROTHERS CHEMICALS INC
		DATE OF NAME CHANGE:	19980908
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y22885ae8vk.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): June 30, 2006

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

          New York                  333-64641                    13-1840497
(State or other jurisdiction       (Commission                 (IRS Employer
      of incorporation)            File Number)              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 8.01

     Phibro Animal Health Corporation and PAHC Holdings Corporation (affiliated
companies) issued a joint press release on June 30, 2006 announcing the
commencement of offers to purchase any and all of the following securities
previously issued, and the solicitation of consents for certain amendments to
the indentures governing such securities:

                        13% Senior Secured Notes due 2007
                    9-7/8% Senior Subordinated Notes due 2008
                        15% Senior Secured Notes due 2010

     A copy of the press release is attached as Exhibit 99.1 and incorporated by
reference into this report.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.                Description

99.1                       Press Release issued June 30, 2006

<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: June 30, 2006                By:  /s/  Richard G. Johnson
                                         -----------------------
                                    Richard G. Johnson
                                    Chief Financial Officer
                                    (principal financial and accounting officer)

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                Description

99.1                       Press release issued June 30, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y22885aexv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

For release: IMMEDIATELY

     For additional information contact: Richard G. Johnson, Chief Financial
Officer, or Richard C. Rosenzweig, General Counsel - (201) 329-7300

               PHIBRO ANIMAL HEALTH CORPORATION AND PAHC HOLDINGS
               CORPORATION ANNOUNCE COMMENCEMENT OF TENDER OFFERS
             FOR THREE EXISTING SERIES OF NOTES AND RELATED CONSENT
                      SOLICITATIONS TO AMEND THE INDENTURES

     Ridgefield Park, New Jersey, June 30, 2006 - Phibro Animal Health
Corporation ("PAHC") and PAHC Holdings Corporation ("Holdings") its parent,
announced today the commencement by them of tender offers for any and all 13%
Senior Secured Notes due 2007 issued by PAHC and Philipp Brothers Netherlands
III B.V., 9?% Senior Subordinated Notes due 2008 issued by PAHC and 15% Senior
Secured Notes issued by Holdings (collectively the "Existing Notes"), and the
solicitation of consents to amend the indentures governing the Existing Notes.
The tender offers and consent solicitations are being made in accordance with
the terms and subject to the conditions stated in an Offer to Purchase and
Consent Solicitation Statement dated June 30, 2006. Each tender offer and
consent solicitation is scheduled to expire at 11:59 p.m., New York City time,
on July 28, 2006, unless extended or earlier terminated.

     PAHC and Holdings are commencing the tender offers to acquire all of the
outstanding Existing Notes and replace such indebtedness with new indebtedness.
Concurrently with the commencement of the tender offers, PAHC is seeking to
refinance the Existing Notes through a private placement of its senior notes. In
addition, PAHC is seeking to enter into a new domestic senior credit facility
pursuant to a commitment received from a lender. Net proceeds received from such
new senior notes and, if needed, borrowings under such new domestic senior
credit facility, would be used to purchase the Existing Notes validly tendered
and not validly withdrawn pursuant to the tender offers and accepted for
payment, and to repay debt outstanding under PAHC's existing domestic senior
credit facility. In connection with such refinancing of the Existing Notes,
Holdings would be merged into PAHC, with PAHC as the surviving entity.

     The total consideration to be paid in cash for each $1,000 principal amount
of validly tendered 13% Notes will be based on the 2.875% U.S. Treasury Note due
November 30, 2006. This total consideration includes a $10.00 consent payment
for holders who tender their 13% Notes and deliver their related consents on or
prior to 5:00 p.m., New York City time, on July 14, 2006 (unless extended or
earlier terminated).

     The total consideration to be paid in cash for each $1,000 principal amount
of validly tendered 9-7/8% Notes will be a fixed price of $1,004.40 which
includes a $4.40 consent payment for holders who tender their 9-7/8% Notes and
deliver their related consents on or prior to 5:00 p.m., New York City time, on
July 14, 2006 (unless extended or earlier terminated).

     The total consideration to be paid in cash for each $1,000 principal amount
of validly tendered 15% Notes will be a fixed price of $1,158.70 which includes
a $8.70 consent payment

<PAGE>

for holders who tender their 15% Notes and deliver their related consents on or
prior to 5:00 p.m., New York City time, on July 14, 2006 (unless extended or
earlier terminated).

     In addition, holders of the Existing Notes who validly tender their
Existing Notes and whose Existing Notes are accepted for payment will be
eligible to receive accrued and unpaid interest up to, but not including, the
payment date.

     The principal purpose of the consent solicitations is to approve proposed
amendments to eliminate or modify substantially all of the restrictive
covenants, certain events of default and certain other provisions contained in
the indentures governing the Existing Notes so that the indentures, after giving
effect to the proposed amendments, do not restrict PAHC from incurring
indebtedness, such as its new senior notes and domestic senior credit facility,
and merging Holdings into PAHC. Whether or not the consent solicitations are
successful, PAHC and Holdings intend to defease or redeem the Existing Notes not
purchased in the tender offers in connection with the new financing described
above.

     Each tender offer is conditioned upon, among other things, completion of
the new financing described above, the receipt of valid tenders and consents of
a majority in aggregate principal amount of the outstanding notes of the
applicable series and the satisfaction of the other conditions set forth in the
Offer to Purchase and Consent Solicitation. A more comprehensive description of
the tender offers and consent solicitations can be found in the Offer to
Purchase and Consent Solicitation Statement and the related Letter of
Transmittal dated June 30, 2006.

     PAHC and Holdings have retained UBS Securities LLC to act as Dealer Manager
in connection with the tender offers and consent solicitations. Questions about
the tender offers and consent solicitations may be directed to the Liability
Management Group of UBS Securities LLC at (888) 722-9555 x4210 (toll free).
Requests for copies of the Offer to Purchase and Consent Solicitation Statement
and related documents, and assistance relating to the procedures for delivering
Existing Notes and consents may be obtained by contacting MacKenzie Partners,
Inc., the Information Agent and Depositary, at (212) 929-5500 (collect) or (800)
322-2885 (toll free).

     This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities and no recommendation is made as to whether or not
holders of the Existing Notes should tender their securities pursuant to the
tender offers. The tender offers are made only by the Offer to Purchase and
Consent Solicitation Statement dated June 30, 2006.

Company Description

     PAHC 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 it sells throughout the
world predominantly to the poultry, swine and cattle markets. MFAs are used
preventively and therapeutically in animal feed to produce healthy animals. PAHC
is also a specialty chemicals manufacturer and marketer.

                                       2

<PAGE>

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 following: our
substantial leverage and potential inability to service our debt; our dependence
on distributions from our subsidiaries; an expansion of the regulatory
restrictions on the use of antibiotics used in food-producing animals could
result in a decrease in our sales; our dependence on suppliers having current
regulatory approvals and the challenges of replacing any such suppliers;
competition in each of our markets; a material portion of our sales and gross
profits are generated by medicated feed additive products; risks associated with
our international operations and significant foreign assets; our dependence on
our Brazilian and Israeli operations; our operations, properties and
subsidiaries are subject to a wide variety of complex and stringent federal,
state, local and foreign environmental laws and regulations; extensive
regulation by numerous government authorities in the United States and other
countries; a substantial amount of outstanding shares of our voting capital
stock is owned by a single stockholder; our reliance on the continued operation
and sufficiency of our manufacturing facilities; our raw materials are subject
to price fluctuations; our reliance on the continued operation of our
manufacturing facilities and intellectual property; outbreaks of animal diseases
could reduce demand for our products; the risks of legal proceedings and general
litigation expenses; potential operating hazards and uninsured risks; the risk
of work stoppages; and our dependence on key personnel.



                                       3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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