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) December 30, 2004
TRANSTECH INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-6512 22-1777533
(State or other (Commission (IRS. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Centennial Ave., Piscataway, N.J. 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732)981-0777
(Former name or former address, if changed
since last report.) Not applicable
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.
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act.
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Page 1 of 7 pages
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 30, 2004, Transtech Industries, Inc. ("Transtech") together
with its two wholly-owned subsidiaries Kin-Buc, Inc. ("Kin-Buc") and Filcrest
Realty, Inc. ("Filcrest") (Transtech, Kin-Buc and Filcrest collectively referred
herein as the "Company") executed consent decrees which, when entered by the
U.S. District Court for the District of New Jersey (the "Court"), will resolve
the claims brought against the Company and others by the U.S. Environmental
Protection Agency ("EPA"), the New Jersey Department of Environmental Protection
and New Jersey Spill Compensation Fund regarding the Kin-Buc Landfill.
The Kin-Buc Landfill is located on parcels of land owned by Kin-Buc and
leased to Kin-Buc by Inmar Associates, Inc. ("Inmar") near the Raritan River in
Edison Township, New Jersey, on the fringe of a large area (300+ acres) of
wetlands lying adjacent to the river. Operations at the Kin-Buc Landfill ceased
during 1977. The Kin-Buc Landfill and certain neighboring property, including
parcels owned by Filcrest and other third parties, are undergoing remediation
pursuant to Administrative Orders issued by EPA in September 1990 and November
1992 (the "Orders") to the Company, Inmar and other responsible parties,
including affiliates of Waste Management, Inc. ("WMI").
During May, 2002 the U. S. Department of Justice, on behalf of EPA filed a
suit entitled United States of America vs. Chemical Waste Management, Inc, et
al, in the US District Court for the District of New Jersey (Case No. 02-2077
(DMC)). The named defendants were Transtech, Kin-Buc and Filcrest, Inmar WMI
and affiliates of WMI specifically Chemical Waste Management, Inc., Earthline
Company, Anthony Gaess, SCA Services, Inc., SCA Services of Passaic, Inc., Waste
Management Holdings, Inc. and Wastequid, Inc. (WMI and its affiliates
collectively referred herein as the "WMI Group"). EPA sought payment of past
response costs, $3 million as of July 1999, allegedly incurred with respect to
the Kin-Buc Landfill. In addition, EPA sought penalties for delays allegedly
experienced in completing the remediation pursuant to the Orders. The amount
EPA sought for penalties was not specified in the complaint, however subsequent
correspondence with EPA provided revised claim amounts. The claim for
unreimbursed past response costs increased to approximately $4.2 million, and
the claim for penalties totaled $18.1 million. Both amounts were also subject
to interest. The suit was stayed pending the outcome of mediation.
During September 2002, the New Jersey Department of Environmental
Protection and New Jersey Spill Compensation Fund (together referred herein as
the "NJ Agencies") filed a similar suit against the same respondents, entitled
New Jersey Department of Environmental Protection, and Acting Administrator, New
Jersey Spill Compensation Fund v. Chemical Waste Management, Inc. et. al. in the
United States District Court, District of New Jersey (Case No. 02CV 4610 (DMC)),
that sought reimbursement of unspecified past costs allegedly incurred with
respect to the Kin-Buc Landfill and for unspecified alleged natural resource
damages. The suit was consolidated with the EPA suit discussed above and was
stayed pending the outcome of mediation.
The WMI Group had agreed to indemnify the Company against EPA and New
Jersey Agencies claims for past response costs and natural resource damages
pursuant to the terms of a 1997 Settlement Agreement. However, the terms of the
1997 Settlement Agreement do not provide the Company with complete
indemnification against the penalties sought by EPA in this action.
The documents executed by the Company on December 30, 2004 were (i) a
Consent Decree among the Company, Inmar, the WMI Group, the U.S. Department of
Justice and EPA (the "Federal Consent Decree"), (ii) a contract (the "CLF
Contract") between the Company and the Clean Land Fund ("CLF"), a third party
non-profit organization, (iii) deeds transferring title (the "Deeds") to real
property owned by Kin-Buc and certain real property owned by Filcrest (such Kin-
Buc and Filcrest property referred herein as the "Subject Property") to CLF,
(iv) conservation easements (the "Conservation Easements") granted by Kin-Buc
and Filcrest with respect to the Subject Property to CLF, and (v) a Consent
Decree among the Company, Inmar, the WMI Group and the New Jersey Department of
Environmental Protection and New Jersey Spill Compensation Fund (the "State
Consent Decree").
The Federal Consent Decree resolved the claims of EPA. EPA agreed to
accept a $2,625,000 cash payment upon execution of the Federal Consent Decree,
plus interest from November 8, 2004, in satisfaction of EPA's claims for past
response costs against all defendants. Such amount was paid by the WMI Group.
EPA agreed to resolve its claim for penalties in exchange for a cash payment of
$100,000, plus interest from November 8, 2004, of which $35,111.99 was paid by
the Company, plus additional consideration consisting of (a) the implementation
by the Company of an Open Space Preservation Project through the granting of the
Conservation Easements on the Subject Property to CLF, thereby preserving the
Subject Property as open space in perpetuity, and through the execution of the
Deeds thereby transferring title of the Subject Property to CLF, (b) the
commitment by the Company, through CLF as its agent, to develop and implement a
Wetlands Restoration and Land Management Project, described below, for parcels
of the Subject Property together with, if possible, certain neighboring
properties owned or leased by third parties all in accordance with the Federal
Consent Decree, and (c) an initial payment of $108,000 to CLF to fund its work
related to (a) and (b) above, of which the Company paid $68,000, pursuant to the
CLF Contract. An additional $20,000 shall be paid to CLF, $5,000 of which shall
be paid by the Company, if certain events transpire.
The Subject Property consists of one parcel of approximately 25 acres owned
by Kin-Buc upon which a portion of the Kin-Buc Landfill is situated and parcels
totaling approximately 74 acres of predominately wetlands in the vicinity of the
Kin-Buc Landfill owned by Filcrest. The Kin-Buc parcel and certain of the
Filcrest parcels are undergoing remediation pursuant to the Orders. The
Company's investment in the Subject Property was written-off for book and tax
purposes during the 1980's.
The Wetlands Restoration and Land Management Project is to be accomplished
through the implementation of an Open Space Land Management Plan, Wetlands
Restoration Plan, an Initial Financing Plan and Final Financing Plan
(collectively referred herein as the "Plans") that are to be developed and
implemented by CLF pursuant to the CLF Contract and in accordance with the
Federal Consent Decree. The objective of the Plans is to identify, restore,
maintain and make self-sustaining all historic and current wetlands on certain
parcels of the Subject Property, and to the extent possible, certain neighboring
property held or leased by third parties, and ensure that such properties are
preserved in perpetuity as open space and managed in accordance with the terms
of the Federal Consent Decree.
The EPA may impose financial penalties on the Company if the Company or CLF
should fail to adhere to the terms and conditions of the Federal Consent Decree.
A $100,000 penalty may be imposed under certain circumstances if the CLF
Contract is abandoned by the Company. If CLF is unwilling or unable to fulfill
the CLF Contract, the Company must make its best effort to find a suitable
replacement and obtain EPA approval of such replacement. Other violations may
each be subject to a penalty of $500 per day. The Company and CLF may be
substantially relieved from the development and implementation of the Plans if
either (i) EPA determines the Plans cannot be completed in accordance with the
terms of the Federal Consent Decree, or (ii) the U.S. Army Corp of Engineers
should proceed with the pending wetlands restoration project submitted by CLF
for properties in the area including the Subject Property.
The State Consent Decree addresses the claims of the New Jersey Department
of Environmental Protection and New Jersey Spill Compensation Fund (the "NJ
Agencies"). The NJ Agencies agreed to resolve their claims against the
defendants in exchange for a cash payment of $110,000 paid by the WMI Group and
the commitment of the WMI Group to perform wetlands restoration on certain
property in the vicinity of the Kin-Buc Landfill, including certain parcels of
the Subject Property.
The Federal Consent Decree and the State Consent Decree have been submitted
for execution by the appropriate officials within those agencies, and will then
be lodged with the Court for not less than thirty-days for public notice and
comment. EPA or State Agencies may or may not elect to amend or withdraw their
respective Consent Decrees at the conclusion of the public review. If not
amended or withdrawn, the Federal Consent Decree and the State Consent Decree
would be submitted to the Court for approval and entry after the period for
public notice expires.
Press Release
The following is the text of the press release dated January 6, 2005 announcing
the transaction:
PISCATAWAY, N.J., January 6, 2005 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD:TRTI)
announced that on December 30, 2004, the Company executed Consent Decrees which,
when entered by the U.S. District Court for the District of New Jersey (the
"Court"), will resolve the claims brought against the Company and others by the
U.S. Environmental Protection Agency ("EPA"), the New Jersey Department of
Environmental Protection and New Jersey Spill Compensation Fund regarding the
Kin-Buc Landfill.
The Kin-Buc Landfill ceased operations in 1977, and the landfill and
certain neighboring property are undergoing remediation pursuant to
Administrative Orders issued by EPA in September 1990 and November 1992 (the
"Orders").
As previously disclosed, during May, 2002 the United States Department of
Justice filed Civil Action No.02-2077(D.N.J.), taken on behalf of the U.S.
Environmental Protection Agency under the Comprehensive Environmental Response,
Compensation and Liability Act 42 U.S.C. sections 9601-9675(c), in which EPA
sought payment of $4.2 million of past response costs allegedly incurred with
respect to the Kin-Buc Landfill and $18.1 million of penalties for alleged
delays in completing remediation activities at the landfill and neighboring
areas. During September 2002, the New Jersey Department of Environmental
Protection and New Jersey Spill Compensation filed suit seeking reimbursement of
unspecified past costs allegedly incurred with respect to the Kin-Buc Landfill
and for unspecified alleged natural resource damages. The suits were
consolidated and then stayed pending the outcome of mediation. The defendants
included Transtech and two of its wholly owned subsidiaries, and Waste
Management, Inc. and certain of its affiliates (WMI and its affiliates
collectively referred herein as the "WMI Group"). The WMI Group had agreed to
indemnify the Company against the claims for past response costs and natural
resource damage pursuant to the terms of a 1997 Settlement Agreement, but not
the penalties sought by EPA in this action.
One of the two Consent Decrees executed on December 30, 2004, resolved the
claims of EPA. EPA accepted a $2,625,000 cash payment by the WMI Group, plus
interest, in satisfaction of EPA's claim for past response costs. The EPA claim
for penalties was settled for a cash payment of $100,000, plus interest, of
which $35,111.99 was paid by the Company, plus additional consideration
consisting of (a) the granting of a conservation easement on the Kin-Buc
Landfill property, and approximately 74 acres of real property in the vicinity
of the Kin-Buc Landfill, owned by the Company (the "Subject Property") to a
third party non-profit organization, the Clean Land Fund ("CLF") thereby
preserving the Subject Property as open space in perpetuity, (b) the transfer of
title of the Subject Property to CLF, (c) the commitment by the Company, through
CLF as its agent, to develop and implement a Wetlands Restoration and Land
Management Project that includes an Open Space Land Management Plan for the
Subject Properties and a Wetlands Restoration Plan for certain parcels of the
Subject Property together with, if possible, certain neighboring properties
owned or leased by third parties, and (d) an initial payment of $108,000 to CLF
to fund its work related to (a), (b), and (c) above, of which the Company paid
$68,000. An additional $20,000 shall be paid to CLF, $5,000 of which by the
Company, if certain events transpire. The Company's investment in the Subject
Property was written-off for book and tax purposes during the 1980's.
The Open Space Land Management Plan and Wetlands Restoration Plan
(collectively referred herein as the "Plans") are to be developed and
implemented by CLF as agent for the Company. EPA may impose financial penalties
on the Company if the Company or CLF should fail to adhere to the terms and
conditions of the above Consent Decree. The Company and CLF may be
substantially relieved from the development and implementation of the Plans if
either (i) EPA determines the Plans cannot be completed in accordance with the
terms of the above Consent Decree, or (ii) the U.S. Army Corp of Engineers
should proceed with the pending wetlands restoration project submitted by CLF
for properties in the area including the Subject Property.
A second Consent Decree addressed the claims of the New Jersey Department
of Environmental Protection and New Jersey Spill Compensation Fund (the "NJ
Agencies"). The NJ Agencies agreed to resolve their claims against the
defendants in exchange for a cash payment of $110,000 paid by the WMI Group and
the commitment of the WMI Group to perform wetlands restoration on certain
property in the vicinity of the Kin-Buc Landfill, including certain parcels of
the Subject Property.
The Consent Decrees have been submitted for execution by the appropriate
officials within their agencies, and will then be lodged with the Court for not
less than thirty-days for public notice and comment. EPA or State Agencies may
or may not elect to amend or withdraw their respective Consent Decrees, at the
conclusion of the public review. If not amended or withdrawn, the Consent
Decrees will be submitted to the Court for approval and entry.
This news release may contain forward-looking statements as defined by
federal securities laws, that are based on current expectations and involve a
number of known and unknown risks, uncertainties and other factors that may
cause the actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this press release. Such
risks and uncertainties include among others, the following: general economic
and business conditions; the ability of the Company to implement its business
strategy; the Company's ability to successfully identify new business
opportunities; changes in the industry; competition; the effect of regulatory
and legal proceedings. The forward-looking statements contained in this news
release speak only as of the date of release; and the Company does not undertake
to revise those forward-looking statements to reflect events after the date of
this release.
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.
TRANSTECH INDUSTRIES, INC.
(Registrant)
By: /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr., Vice
President-Finance, Chief
Financial Officer and
Secretary
Dated: January 6, 2005