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<SEC-DOCUMENT>0000950123-06-009048.txt : 20060717
<SEC-HEADER>0000950123-06-009048.hdr.sgml : 20060717
<ACCEPTANCE-DATETIME>20060717165119
ACCESSION NUMBER:		0000950123-06-009048
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060717
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060717
DATE AS OF CHANGE:		20060717

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:		06965359

	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>y23264e8vk.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): July 17, 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 July 17, 2006 announcing
the receipt of the requisite number of consents and tenders by holders of a
majority in aggregate principal amount of the following securities that are the
subject of ongoing offers to purchase 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

         In addition, the press release announced the total consideration for
each $1,000.00 in principal amount of the 13% Senior Secured Notes due 2007 that
are tendered pursuant to the tender offer.

         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 July 17, 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: July 17, 2006                By:   /s/  Richard C. Rosenzweig
                                          --------------------------
                                    Richard C. Rosenzweig
                                    Senior Vice President



<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                Description

<S>                        <C>
99.1                       Press release issued July 17, 2006
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y23264exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

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 RECEIPT OF REQUISITE CONSENTS AND SET
                             PRICE FOR TENDER OFFER

         RIDGEFIELD PARK, NEW JERSEY, JULY 17, 2006 -- Phibro Animal Health
Corporation ("PAHC") and PAHC Holdings Corporation ("Holdings"), its parent,
announced today that in connection with the previously announced tender offers
by them for any and all 13% Senior Secured Notes due 2007 issued by PAHC and
Philipp Brothers Netherlands III B.V. ("13% Notes"), 9-7/8% Senior Subordinated
Notes due 2008 issued by PAHC ("9-7/8% Notes") and 15% Senior Secured Notes due
2010 issued by Holdings ("15% Notes") (collectively, the "Existing Notes"), as
well as related solicitations of consents to amend the indentures governing the
Existing Notes, PAHC and Holdings have been advised that, as of 5:00 p.m. New
York City time on July 14, 2006, holders of a majority in aggregate principal
amount of each of the 13% Notes, 9-7/8% Notes and 15% Notes had validly tendered
and not withdrawn their notes and had provided their consents to effect the
proposed amendments to these indentures.

         Based upon receipt of the requisite consents and in order to effect the
proposed amendments to the related indentures, PAHC, Philipp Brothers
Netherlands III B.V. and Holdings will promptly execute and deliver supplemental
indentures to the respective indentures which will eliminate substantially all
of the restrictive covenants and certain events of default and amend certain
other provisions contained in the indentures. The supplemental indentures
reflecting the proposed amendments to the indentures will not, however, become
operative unless and until each of PAHC and Holdings accept the Existing Notes
for purchase pursuant to the respective tender offers. Notes may be tendered
pursuant to the tender offers until 11:59 p.m., New York City time, on July 28,
2006.

         PAHC also announced the total consideration for 13% Notes validly
tendered in the tender offer. The total consideration will be $1,034.75 for each
$1,000.00 principal amount of 13% Notes purchased pursuant to the tender offer,
plus accrued and unpaid interest up to, but not including, the date of payment.
The total consideration includes a consent payment of $10.00 per $1,000.00
principal amount of 13% Notes. The total consideration for each $1,000.00
principal amount of 13% Notes validly tendered and accepted for purchase was
determined, based upon an expected payment date of July 31, 2006, by reference
to the bid-side yield (as reported by Bloomberg U.S. Government Pricing Page
"BBT3" at 2:00 p.m., New York City time, on July 14, 2006) of the 2.875% U.S.
Treasury Note due November 30, 2006. The detailed methodology for calculating
the total consideration for the 13% Notes is outlined in the Offer to Purchase
and Consent Solicitation Statement dated June 30, 2006. Holders of the 13% Notes
who have validly tendered and not withdrawn their Notes pursuant to the tender
offer at or prior to 5:00 p.m., New York City time, on July 14, 2006 will be
eligible to


<PAGE>

receive the total consideration (including the consent payment). Holders who
validly tender their 13% Notes after such time will not be eligible to receive
the consent payment.

         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 and consent solicitations 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.

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 medicated feed additives 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 additives; 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 raw materials are subject to price
fluctuations; our reliance on the continued operation of our manufacturing
facilities and intellectual property;


                                       2
<PAGE>

outbreaks of animal diseases could significantly 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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