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 22, 2005
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 5 pages
Item 8.01. OTHER EVENTS.
On June 1, 2005, Transtech Industries, Inc. together with its subsidiaries
(the "Company") announced the settlement of claims filed against the estates of
four insolvent excess insurance carriers that participated in excess insurance
policies issued to the Company during the late 1970s. The Company received
approximately $2.7 million with respect to the settled claims at the time of the
settlement. On December 22, 2005, the Company received a second payment of
approximately $1.3 million with respect to such claims, for a total of
approximately $4.0 million. The total of the two payments represents
approximately 92% of the total amount of the value of the settlement for the
claims against the four estates. The four insolvent excess insurers were among
the excess insurers named as defendants in the suit brought by the Company in
1995 which sought reimbursement of past remediation costs. A settlement was
reached with the majority of the defendant carriers in October 2001.
Background
As previously disclosed, during 1995 Transtech Industries, Inc. and its
wholly-owned subsidiaries Kin-Buc, Inc. and Filcrest Realty, Inc. commenced suit
in the Superior Court of New Jersey, Middlesex County, entitled Transtech
Industries, Inc. et. al v. Certain Underwriters at Lloyds et al., Docket No. MSX
L-10827-95, (the "Lloyds Suit") to obtain indemnification from its excess
insurers who provided coverage during the period 1965 through 1986 against costs
incurred in connection with the remediation of various sites in New Jersey. The
defendant insurers included various London and London Market insurance
companies, First State Insurance Company and International Insurance Company
(collectively referred to herein as "Defendant Insurers").
During June 1999, August 1999 and July 2000 the Company settled claims
against the First State Insurance Company, International Insurance Company and
the estate of an insolvent excess insurer, respectively. The settlements
provided payments to the Company totaling $302,500.
During October 2001 the Company entered into a settlement agreement with
certain Underwriters at Lloyd's, London, and certain London Market Insurance
Companies (the "London Market Insurers"). The settlement agreement was
consummated during February 2002, when London Market Insurers representing
approximately 84.7% of the value assigned to the subject policies paid their
allocated portion of the settlement amount. The Company received approximately
$13 million of settlement proceeds.
Some of the Defendant Insurers are insolvent. The estates of some of these
insolvent insurers have sufficient assets to make a partial contribution toward
claims filed by the Company. As previously disclosed, in addition to the
payments received from the estates of the four insolvent excess insurers
discussed below, during July 2005 the Company received $510,324.08 from the
estate of The Bermuda Fire & Marine Insurance Company Limited.
Recent Event
The June 2005 settlement pertains to claims filed against the estates of
four of the insolvent insurers: Kingscroft Insurance Company LTD, Walbrook
Insurance Company LTD, El Paso Insurance Company LTD and Mutual Reinsurance
Company LTD. The four insurers represented approximately 10% of the coverage
provided under the policies that were the subject of the Lloyd's Suit, as
measured by the liability apportioned to each of the Defendant Insurers at the
time of the October 2001 settlement.
Pursuant to their respective liquidation plans, the estates of the four
insurers make payments toward agreed claims based upon the amount of their
recovered assets and expenditures funded from such assets.
On December 22, 2005 the Company received $1,293,729.21 from the estates of
the four insurers with respect to the settled claims. The Company previously
received $2,710,016.42 from the estates of the four insurers during June 2005.
The total of the two payments, $4,003,745.63, represents approximately 92% of
the total amount of the settled claims against the four estates. The estates
may elect, based upon their financial situation, to make additional
distributions toward agreed claims, however there are no assurances that
additional distributions will be paid. Additional claims against the four
estates have been barred in accordance with their liquidation plans. One firm
manages the administration of the four estates.
The Company continues to pursue claims against certain excess insurance
carriers that have not participated in any of the previous settlements. However,
the Company cannot predict the amount of the proceeds it may eventually receive
on account of such claims, if any.
Other Obligations
The Company recommends the reader review the Company's filings on Form 10-
KSB and Form 10-QSB for discussions of its financial obligations and contingent
liabilities. The Company faces significant short-term and long-term cash
requirements for (i) federal income taxes, (ii) post-closure costs associated
with sites of past operations, and (iii) funding its professional and
administrative costs.
The Company's past participation in the waste handling and disposal
industries subjects the Company to future events or changes in environmental
laws or regulations, which cannot be predicted at this time, that could result
in material increases in remediation and closure costs, and other potential
liabilities that may ultimately result in costs and liabilities in excess of its
available financial resources.
Press Release
The following is the text of the press release issued on December 27, 2005
reporting the payment received from the estates of the four insolvent excess
insurance carriers.
TRANSTECH INDUSTRIES, INC. RECEIVES
ADDITIONAL PAYMENT FROM CERTAIN EXCESS INSURANCE CARRIERS
PISCATAWAY, N.J., December 27, 2005 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD:TRTI)
announced that the Company has received a payment of approximately $1.3 million
from the estates of four insolvent excess insurance carriers. The Company had
settled its claims against the carriers in June 2005 and received a payment of
approximately $2.7 million at that time. The total of the payments received
from the four estates, approximately $4.0 million, represents approximately 92%
of the total amount of the agreed upon claims against the four estates.
The four insolvent excess insurers were among the excess insurers named as
defendants in the suit brought by the Company in 1995 which sought reimbursement
of past remediation costs. A settlement was reached with the majority of the
defendant carriers in October 2001.
The estates may pay a percentage of the agreed claim amount based upon
projected assets and claims against such assets, however there are no assurances
that additional distributions will be paid by the estates. Further claims
against the estates have been barred in accordance with their liquidation plans.
The claim proceeds will be subject to federal and state income taxes.
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 the 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: December 27, 2005