EXHIBIT 99.4
PHIBRO ANIMAL HEALTH CORPORATION
PHILIPP BROTHERS NETHERLANDS III B.V.
OFFER TO EXCHANGE
UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR
SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND $24,284,000
AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF PHILIPP
BROTHERS NETHERLANDS III B.V. WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED FEBRUARY 4, 2005 FOR
ALL OUTSTANDING UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF
13% SENIOR SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND
$24,284,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF
PHILIP BROTHERS NETHERLANDS III B.V.
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Phibro Animal Health Corporation (the "US Issuer") and Philipp Brothers
Netherlands III B.V. (the "Dutch Issuer" and, together the US Issuer, the
"Issuers") are offering upon and subject to the terms and conditions set forth
in the Prospectus, dated February 4, 2005 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange
Offer") 127,491 of the Issuers' units (the "New Units") consisting of
$103,207,000 aggregate principal amount of 13% Senior Secured Notes of the US
Issuer due 2007 (the "US Notes") and $24,284,000 aggregate principal amount of
13% Senior Secured Notes of the Dutch Issuer due 2007 (the "Dutch Notes" and,
together with the US Notes, the "New Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for 127,491 of the
Issuers' outstanding unregistered units (the "Existing Units") consisting of
$103,207,000 aggregate principal amount of 13% Senior Secured Notes of the US
Issuer due 2007 (the "Existing US Notes") and $24,284,000 aggregate principal
amount of 13% Senior Secured Notes of the Dutch Issuer due 2007 (the "Existing
Dutch Notes" and, together with the Existing US Notes, the "Existing Notes"),
upon and subject to the terms and conditions set forth in the Prospectus and the
Letter of Transmittal.
The Exchange Offer is being made in order to satisfy certain obligations of
the Issuers contained in the Registration Rights Agreements dated October 21,
2003 and December 21, 2004, by and among the Issuers, the Guarantors as defined
in the Registration Rights Agreements, and Jefferies & Company, Inc.
We are requesting that you contact your clients for whom you hold Existing
Units regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Existing Units registered in your name or in the
name of your nominee, or who hold Existing Units registered in their own names,
we are enclosing the following documents:
1. the Prospectus;
2. the Letter of Transmittal for your use in connection with the
exchange of the Existing Units and for the information of your clients;
3. a Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Existing Units are not immediately available or
time will not permit all required documents to reach the Exchange Agent
prior to the Expiration Date (as defined below) or if the procedures for
book-entry transfer or for confirmation of booking instructions cannot be
completed on a timely basis;
4. a form of letter that may be sent to your clients for whose account
you hold Existing Units registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
5. guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME ON MARCH 7, 2005, UNLESS EXTENDED BY THE ISSUERS (THE
"EXPIRATION DATE"). EXISTING UNITS TENDERED PURSUANT TO THE EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS,
BEFORE THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or electronic instructions sent to The Depository Trust
Company and any other required documents, should be sent to the Exchange Agent
and certificates representing the Existing Units should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
If holders of Existing Units wish to tender, but it is impracticable for
them to forward their certificates for Existing Units prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures or the
confirmation of booking instructions, as the case may be, on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures."
The Issuers will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Existing Units held by them as nominee or in a fiduciary
capacity. The Issuers will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Existing Units pursuant to the Exchange Offer,
except as set forth in Instruction 7 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to HSBC Bank
USA, National Association, the Exchange Agent for the Existing Units, at its
address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
PHIBRO ANIMAL HEALTH CORPORATION
PHILIPP BROTHERS NETHERLANDS III B.V.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR ANY AFFILIATE THEREOF, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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