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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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, 2004
PHIBRO ANIMAL HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
New York 333-64641 13-1840497
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
One Parker Plaza
Fort Lee, New Jersey 07024
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(Address of Principal Executive Offices) (Zip Code)
(201) 944-6020
(Registrant's telephone number, including area code)
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Item 5. Other Events and Regulation FD Disclosure.
On June 30, 2004, one of the Company's French subsidiaries, La Cornubia SA
("La Cornubia"), filed for bankruptcy under the insolvency laws of France. The
Company believes that, as a result of the bankruptcy filing by La Cornubia, it
is possible that LC Holdings SA ("LC Holdings"), La Cornubia's parent and
another of the Company's French subsidiaries, may also file for bankruptcy in
France.
The Company's domestic Loan and Security Agreement, dated as of October
21, 2003, as amended, among the Company, various of its domestic Subsidiaries
and Wells Fargo Foothill, Inc., as Agent, and the lenders thereunder (the
"Senior Credit Facility"), contains certain provisions with respect to the
Company's subsidiaries, including Events of Default (as defined) with respect to
the commencement by subsidiaries of reorganization, bankruptcy, insolvency or
similar proceedings. The Company has obtained a waiver under the Senior Credit
Facility so that neither La Cornubia's bankruptcy filing, nor the possible
bankruptcy filing by LC Holdings (together with La Cornubia, the "French
Subsidiaries"), would constitute an Event of Default under the Senior Credit
Facility.
The Indenture, dated as of October 21, 2003 (the "2003 Indenture"), among
the Company, Phillip Brothers Netherlands III B.V., an indirect wholly-owned
subsidiary of the Company (the "Dutch Issuer" and, together with the Company,
the "Issuers"), the Guarantors named therein and HSBC Bank USA, as trustee and
as collateral agent, relating to the issuance of 105,000 units (the "Units")
consisting of $85.0 million of 13% Senior Secured Notes due 2007 of the Company
and $20.0 million 13% Senior Secured Notes due 2007 of the Dutch Issuer,
contains certain provisions providing for Events of Default based on breaches of
covenants with respect to, defaults in respect of Indebtedness (as defined) of,
and judgments, orders or decrees against, Restricted Subsidiaries (as defined).
The Issuers have obtained the requisite consent of a majority of the holders of
the Units to amend the Indenture to exclude each of the French Subsidiaries as a
Restricted Subsidiary from various provisions defining such Events of Default
under the 2003 Indenture, and otherwise waiving any Event of Default thereunder
due to bankruptcy filings by the French Subsidiaries.
The Indenture, dated as of June 11, 1998, as supplemented (the "1998
Indenture"), among the Company, the Guarantors named therein and JP Morgan Chase
Bank, as trustee, relating to the Company's 9-7/8% Senior Subordinated Notes due
2008 (the "Notes"), contains certain provisions providing for Events of Default
based on breaches of covenants with respect to, defaults in respect of
Indebtedness (as defined) of, and judgments, orders or decrees against,
Restricted Subsidiaries (as defined), as well as Events of Default due to
various events involving the bankruptcy of Restricted Subsidiaries. The Company
has obtained the requisite consent of a majority of the holders of the Notes to
amend the 1998 Indenture to exclude each of the French Subsidiaries as a
Restricted Subsidiary from various provisions defining such Events of Default
under the 1998 Indenture, and otherwise waiving any Event of Default thereunder
due to bankruptcy filings by the French Subsidiaries.
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The Company does not believe that La Cornubia's bankruptcy filing, nor the
possible bankruptcy filing by LC Holdings, will have a material adverse effect
on its financial condition or results of operations.
* * *
This Form 8-K contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are based upon beliefs of, and
information currently available to the Company's management. The Company's
actual results could differ materially from those set forth in the
forward-looking statements. Factors that could cause actual developments to
differ materially from those contemplated, include, without limitation: (i) the
decisions and actions of creditors of the Company and its subsidiaries; (ii) the
Company's ability to negotiate with its creditors and creditors of its
subsidiaries; (iii) additional facts and developments, not now known to the
Company; and (iv) the risks of future litigation by creditors of either of the
French Subsidiaries. Certain additional factors that might cause such a
difference are discussed in the Company's Annual Report on Form 10-K for its
fiscal year ended June 30, 2003 and/or in its most recent Form 10-Q for its
quarterly period ended March 31, 2004. The Company assumes no responsibility to
update the information included in this Form 8-K.
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
Date: July 2, 2004 By: /s/ Jack C. Bendheim
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Jack C. Bendheim
Chairman of the Board
Date: July 2, 2004 By: /s/ Gerald K. Carlson
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Gerald K. Carlson
Chief Executive Officer
Date: July 2, 2004 By: /s/ Richard G. Johnson
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Richard G. Johnson
Chief Financial Officer
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