S-4/A 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 1 TO S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000 REGISTRATION NO. 333-64641 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PHILIPP BROTHERS CHEMICALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 2819 13-1840497 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
------------------------ ONE PARKER PLAZA FORT LEE, NEW JERSEY 07024 (201) 944-6020 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) SEE TABLE OF ADDITIONAL REGISTRANTS ------------------------ JACK C. BENDHEIM, PRESIDENT AND CHIEF EXECUTIVE OFFICER PHILIPP BROTHERS CHEMICALS, INC. ONE PARKER PLAZA FORT LEE, NEW JERSEY 07024 (201) 944-6020 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ With a copy to: LAWRENCE M. BELL, ESQ. GOLENBOCK, EISEMAN, ASSOR & BELL 437 MADISON AVENUE NEW YORK, NEW YORK 10022-7302 (212) 907-7300 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. // If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ Registration No. 333-64641 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
STATE OR OTHER PRIMARY STANDARD JURISDICTION OF INDUSTRIAL EXACT NAME OF REGISTRANT INCORPORATION OR CLASSIFICATION IRS EMPLOYER AS SPECIFIED IN ITS CHARTER ORGANIZATION CODE NUMBER IDENTIFICATION NO. C.P. Chemicals, Inc. New Jersey 2819 22-1548721 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 Koffolk, Inc. Delaware 2819 22-3429128 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 Phibro-Tech, Inc. Delaware 2819 22-3060339 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 MRT Management Corp. Delaware 2819 22-3407010 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 Mineral Resource Technologies, L.L.C. Delaware 2819 58-2204234 120 Interstate North Parkway East, Suite 440 Atlanta, Georgia 30339 (770) 989-0089 Prince Agriproducts, Inc. Delaware 2819 23-1653576 One Prince Plaza Quincy, Illinois 62301 (217) 222-8854 The Prince Manufacturing Company Pennsylvania 2819 13-2793019 700 Lehigh Street Bowmanstown, Pennsylvania 18030 (610) 852-2345 The Prince Manufacturing Company Illinois 2819 13-2793024 One Prince Plaza Quincy, Illinois 62301 Phibrochem, Inc. New Jersey 2819 22-2758614 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 Phibro Chemicals, Inc. New York 2819 22-2871784 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020 Western Magnesium Corp. California 2819 13-2849569 One Parker Plaza Fort Lee, New Jersey 07024 (201) 944-6020
PART II INFORMATION NOT REQUIRED IN PROSPECTUS INTRODUCTORY NOTE. This Post Effective Amendment No. 1 is filed pursuant to Rule 462(d) of the Securities Act solely for the purpose of retransmitting in EDGAR format certain exhibits (the "Retransmitted Exhibits") to the Registrant's registration statement on Form S-4, Registration No. 333-64641 (the "Registration Statement"). The Retransmitted Exhibits were not received by the Securities and Exchange Commission (the "Commission") as part of the EDGAR transmission of the Registration Statement as originally filed on September 29, 1998 (the "Original Filing"), due to a transmission error by the Registrant's EDGAR service provider. As indicated by the footnotes to the Exhibit Index below, certain of the Retransmitted Exhibits were amended by amendments to the Registration Statement filed subsequent to the date of the Original Filing. The Registration Statement, as amended, was declared effective by the Commission on December 17, 1998. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 3.1 Restated Certificate of Incorporation of Philipp Brothers Chemicals, Inc.* 3.2 By-laws of Philipp Brothers Chemicals, Inc.* 3.3 Certificate of Incorporation of Phibro-Tech, Inc.* 3.4 By-Laws of Phibro-Tech, Inc.* 3.5 Certificate of Incorporation of C.P. Chemicals, Inc.* 3.6 By-Laws of C.P. Chemicals, Inc.* 3.7 Certificate of Incorporation of Prince Agriproducts, Inc.* 3.8 By-Laws of Prince Agriproducts, Inc.* 3.9 Certificate of Incorporation of The Prince Manufacturing Company, an Illinois corporation* 3.10 By-Laws of The Prince Manufacturing Company, an Illinois corporation* 3.11 Certificate of Incorporation of The Prince Manufacturing Company, a Pennsylvania corporation* 3.12 By-Laws of The Prince Manufacturing Company, a Pennsylvania corporation* 3.13 Certificate of Formation of Mineral Resource Technologies, L.L.C.* 3.14 Limited Liability Company Agreement of Mineral Resource Technologies, L.L.C., dated as of November 21, 1995, as amended as of June 1, 1998* 3.15 Certificate of Incorporation of MRT Management Corp.* 3.16 By-Laws of MRT Management Corp.* 3.17 Certificate of Incorporation of Koffolk, Inc.* 3.18 By-Laws of Koffolk, Inc.* 3.19 Certificate of Incorporation of Phibrochem, Inc.* 3.20 By-Laws of Phibrochem, Inc.* 3.21 Certificate of Incorporation of Phibro Chemicals, Inc.* 3.22 By-Laws of Phibro Chemicals, Inc.* 3.23 Certificate of Incorporation of Western Magnesium Corp.** 3.24 By-Laws of Western Magnesium Corp.** 4.1 Indenture, dated as of June 11, 1998, among the Company, the Guarantors named therein and The Chase Manhattan Bank, as trustee, relating to the 9 7/8% Senior Subordinated Notes due 2008 of the Company, and exhibits thereto, including Form of 9 7/8% Senior Subordinated Note due 2008 of the Company** Certain instruments which define the rights of holders of long-term debt of the Company and its consolidated subsidiaries have not been filed as Exhibits to this Registration Statement since the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis, as of June 30, 1998. For a description of such indebtedness, see Note 6 of Notes to Consolidated Financial Statements. The Company hereby agrees to furnish copies of such instruments to the Securities and Exchange Commission upon its request. 5.1 Opinion of Golenbock, Eiseman, Assor & Bell regarding the legality of securities being registered* 5.2 Opinion of Blanc Williams, Johnston & Kronstadt L.L.C. regarding the legality of securities being registered* 5.3 Opinion of Schmiedeskamp, Robertson, New & Mitchell regarding the legality of securities being registered* 5.4 Opinion of Martin H. Philip, Esq. regarding the legality of securities being registered.* 10.1 Registration Rights Agreement, dated June 11, 1998, among Philipp Brothers Chemicals, Inc., the Guarantors named therein and Schroder & Co. Inc.** 10.2 Revolving Credit, Acquisition Term Loan and Security Agreement, dated August 19, 1998, among Philipp Brothers Chemicals, Inc., as Borrower, the Guarantors named therein, PNC Bank, N.A. as Agent and Lender, and the other institutions from time to time party thereto as Lenders** 10.3 Manufacturing Agreement, dated May 15, 1994, by and between Merck & Co., Inc., Koffolk, Ltd., and Philipp Brothers Chemicals, Inc.+ ** ++ @ 10.4 Distribution Agreement, dated March 1, 1996, between Elanco Quimica Ltda. and Planalquimica Industrial Ltda.+ ** ++ 10.5 Asset Purchase and Trademark Assignment Agreement, dated August 5, 1996, between Koffolk, Inc. and Merck & Co., Inc.; assigned by Merck & Co., Inc. to Merial Limited.** ++ 10.6 Distributorship Agreement, dated August 5, 1996, by and between Merck & Co., Inc. and Koffolk, Inc.; assigned by Merck & Co., Inc. to Merial Limited.+ ** ++ 10.7 License Agreement, dated May 30, 1996, by and between Michigan Technological University and Mineral Resource Technologies, L.L.C.+ ** ++ 10.8 Lease, dated July 25, 1986, between Philipp Brothers Chemicals, Inc. and 400 Kelby Associates, as amended December 1, 1986 and December 30, 1994** 10.9 Lease, dated June 30, 1995, between First Dice Road Co. and Phibro-Tech, Inc., as amended May 1998** 10.10 Lease, dated December 24, 1981, between Koffolk (1949) Ltd. and Israel Land Administration* 10.11 Master Lease Agreement, dated February 27, 1998, between General Electric Capital Corp., Philipp Brothers Chemicals, Inc. and Phibro-Tech, Inc.** 10.12 Stockholders Agreement, dated December 29, 1987, by and between Philipp Brothers Chemicals, Inc., Charles H. Bendheim, Jack C. Bendheim and Marvin S. Sussman** 10.13 Employment Agreement, dated December 29, 1987, by and between Philipp Brothers Chemicals, Inc. and Marvin S. Sussman** 10.14 Stockholders Agreement, dated February 21, 1995, between I. David Paley, Nathan Z. Bistricer, James O. Herlands and Phibro-Tech, Inc., as amended as of June 11, 1998** 10.15 Severance Agreement, dated as of February 21, 1995, between I. David Paley and Phibro-Tech, Inc.** 10.16 Form of Severance Agreement, each dated as of February 21, 1995, between Philipp Brothers Chemicals, Inc. and each of Nathan Z. Bistricer and James O. Herlands** 10.17 Agreement of Limited Partnership of First Dice Road Company, dated June 1, 1985, by and among Western Magnesium Corp., Jack Bendheim, Marvin S. Sussman and James O. Herlands, as amended November 1985** 10.18 Philipp Brothers Chemicals, Inc. Retirement Income and Deferred Compensation Plan Trust, dated January 1, 1994, by and between Philipp Brothers Chemicals, Inc. on its own behalf and on behalf of C.P. Chemicals, Inc., Phibro-Tech, Inc. and the Trustee thereunder; Philipp Brothers Chemicals, Inc. Retirement Income and Deferred Compensation Plan Trust, dated March 18, 1994** 10.19 Form of Executive Income Deferred Compensation Agreement, each dated March ]1, 1990, by and between Philipp Brothers Chemicals, Inc. and each of Jack Bendheim, James Herlands and Marvin Sussman** 10.20 Form of Executive Income Split Dollar Agreement, each dated March 1, 1990, by and between Philipp Brothers Chemicals, Inc. and each of Jack Bendheim, James Herlands and Marvin Sussman** 10.21 Agreement for the Sale and Purchase of the Shares of ODDA Smelteverk A/S and of the Business and Certain Assets of BOC Carbide Industries, a division of BOC Ltd., dated June 26, 1998, between The BOC Group plc and Philipp Brothers Chemicals, Inc.+ * 10.22 Supply Agreement, dated as of September 28, 1998, between BOC Limited and Phillip Brothers Chemicals, Inc.+ * 10.23 Administrative Consent Order, dated March 11, 1991, issued by the State of New Jersey Department of Environmental Protection, Division of Hazardous Waste Management, to C.P. Chemicals, Inc.** 10.24 Purchase Agreement, dated as of June 1, 1998, between Jack C. Bendheim and the Company* 10.25 Agreement, dated as of June 1, 1998, by and among Jack C. Bendheim, Phibro-Tech, Inc., MRT Management Corp. and Mineral Resource Technologies, L.L.C.* 10.26 Licensing Agreement, dated January 28, 1980, between Gunness Wharf Limited and BOC Limited+ * 10.27 Agreement, dated January 28, 1980, between BOC Limited and Gunness Wharf Limited+ * 12.1 Statement regarding computation of ratios.** 21.1 Subsidiaries of Philipp Brothers Chemicals, Inc.** 21.2 Subsidiaries of C.P. Chemicals, Inc.** 21.3 Subsidiaries of Phibro-Tech, Inc.** 23.1 Consent of PricewaterhouseCoopers LLP, certified public accountants** @ 23.2 Consent of Edward Isaacs & Co. LLP, certified public accountants** @ 23.3 Consent of Dov Kahana & Co., certified public accountants** @ 23.4 Consent of Cabinet Associes, certified public accountants** @ 23.5 Consent of Wilson Wright & Co., chartered accountants and registered auditors** @ 23.6 Consent of Wilson Wright & Co., chartered accountants and registered auditors** @ 23.7 Consent of PricewaterhouseCoopers DA, certified public accountants* 23.8 Consent of Golenbock, Eiseman, Assor & Bell (included as part of Exhibit 5.1 to this Registration Statement)* 23.9 Consent of Blanc, Williams, Johnston & Kronstadt L.L.C. (included as part of Exhibit 5.2 to this Registration Statement)* 23.10 Consent of Martin H. Philip, Esq. (included as part of Exhibit 5.3 to this Registration Statement)* 23.11 Consent of Schmiedeskamp, Robertson, New & Mitchell (included as part of Exhibit 5.4 to this Registration Statement)* 24.1 Power of Attorney (set forth on signature pages of this Registration Statement as filed on September 29, 1998)* 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank on Form T-1** 27.1 Financial Data Schedule** 99.1 Form of Letter of Transmittal** @ 99.2 Form of Notice of Guaranteed Delivery** @ 99.3 Form of Letter to Clients** @ 99.4 Form of Letter to Brokers, Dealers, Trust Companies and Other Nominees** @ ------------------ * Previously filed. ** Filed herewith solely for the purpose of retransmitting such exhibit, which was not received by the Commission as part of the original filing of this Registration Statement on September 29, 1998 as a result of a transmission error on the part of the Registrant's EDGAR service provider. + A request for confidential treatment has been granted for portions of such document. Confidential portions have been omitted and filed separately with the SEC as required by Rule 406(b). ++ Amended in Pre-Effective Amendment No. 2 to the Registration Statement filed December 14, 1998. @ Amended in Pre-Effective Amendment No. 3 to the Registration Statement filed December 17, 1998. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. PHILIPP BROTHERS CHEMICALS, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECIVVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------- --------------------------------------- ------------------- /s/ JACK C. BENDHEIM Director, President and September 21, 2000 ------------------------- Chief Executive Officer Jack C. Bendheim Principal Executive Officer) /s/ MARVIN S. SUSSMAN* Director September 21, 2000 ------------------------- Marvin S. Sussman /s/ JAMES O. HERLANDS* Director September 21, 2000 ------------------------- James O. Herlands /s/ NATHAN Z. BISTRICER* Vice President and Chief Financial September 21, 2000 ------------------------- Officer (Principal Financial Officer and Nathan Z. Bistricer Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. C.P. CHEMICALS, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------- ---------------------------------- --------------- /s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000 ------------------------- (Principal Executive Officer) Jack C. Bendheim /s/ JAMES O. HERLANDS* Director September 21, 2000 -------------------------- James O. Herlands /s/ NATHAN Z. BISTRICER* Vice President and Chief Financial September 21, 2000 ------------------------- Officer (Principal Financial Officer Nathan Z. Bistricer and Principal Accounting Officer)
--------------- *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. KOFFOLK, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------- ---------------------------------- --------------- /s/ JACK C. BENDHEIM Director, President and September 21, 2000 ------------------------- Treasurer (Principal Executive Officer, Jack C. Bendheim Principal Financial Officer and Principal Accounting Officer)
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. MINERAL RESOURCE TECHNOLOGIES, L.L.C. By: MRT Management Corp., Managing Member By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------- ---------------------------------- --------------- /s/ JACK C. BENDHEIM Director, President and Chief Executive September 21, 2000 ------------------------ Officer, Managing Member (Principal Jack C. Bendheim Executive Officer, Managing Member) /s/ NATHAN Z. BISTRICER* Director, Vice President and Chief September 21, 2000 ------------------------- Financial Officer, Managing Member Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer) /s/ HUGH P. SHANNONHOUSE* Director, Managing Member September 21, 2000 ------------------------- Hugh P. Shannonhouse
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. MRT MANAGEMENT CORP. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------- ---------------------------------- --------------- /s/ JACK C. BENDHEIM Director, President and September 21, 2000 ---------------------------- Chief Executive Officer Jack C. Bendheim Principal Executive Officer) /s/ HUGH P. SHANNONHOUSE* Director September 21, 2000 ---------------------------- Hugh P. Shannonhouse /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 --------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. PHIBROCHEM, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- --------------------------------------- ------------------ /s/ JACK C. BENDHEIM Director, President and September 21, 2000 --------------------------- Chief Executive Officer Jack C. Bendheim (Principal Executive Officer) /s/ JAMES O. HERLANDS* Director September 21, 2000 --------------------------- James O. Herlands /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 --------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. PHIBRO CHEMICALS, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- ---------------------------------- ------------------ /s/ JACK C. BENDHEIM Director, President and September 21, 2000 ------------------------ Chief Executive Officer Jack C. Bendheim (Principal Executive Officer) /s/ JAMES O. HERLANDS* Director September 21, 2000 ------------------------- James O. Herlands /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 --------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. PHIBRO-TECH, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- ---------------------------------- ------------------ /s/ JACK C. BENDHEIM Director and September 21, 2000 --------------------------- Chief Executive Officer Jack C. Bendheim (Principal Executive Officer) /s/ NATHAN Z. BISTRICER* Director, Senior Vice President September 21, 2000 ------------------------------ and Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. PRINCE AGRIPRODUCTS, INC. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- --------------------------------------- ------------------ /s/ JACK C. BENDHEIM Director and Chief Executive September 21, 2000 ------------------------ Officer (Principal Executive Officer) Jack C. Bendheim /s/ MARVIN S. SUSSMAN* Director and President September 21, 2000 ------------------------- Marvin S. Sussman /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 ------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. THE PRINCE MANUFACTURING COMPANY By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THECAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- --------------------------------------- ------------------ /s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000 ------------------------- (Principal Executive Officer) Jack C. Bendheim /s/ MARVIN S. SUSSMAN* Director and President September 21, 2000 ------------------------- Marvin S. Sussman /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 -------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. THE PRINCE MANUFACTURING COMPANY By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- ------------------------------------ ------------------ /s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000 --------------------------- (Principal Executive Officer) Jack C. Bendheim /s/ MARVIN S. SUSSMAN* Director and President September 21, 2000 ---------------------------- Marvin S. Sussman /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 --------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000. WESTERN MAGNESIUM CORP. By: /s/ JACK C. BENDHEIM ---------------------------------- Jack C. Bendheim, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE -------------------------- ---------------------------------- ------------------ /s/ JACK C. BENDHEIM Director, President and September 21, 2000 -------------------- Chief Executive Officer Jack C. Bendheim (Principal Executive Officer) /s/ JAMES O. HERLANDS* Director September 21, 2000 ---------------------- James O. Herlands /s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000 --------------------------- Chief Financial Officer Nathan Z. Bistricer (Principal Financial Officer and Principal Accounting Officer)
------------------ *Executed pursuant to a power of attorney contained in the Registration Statement EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 3.1 Restated Certificate of Incorporation of Philipp Brothers Chemicals, Inc.* 3.2 By-laws of Philipp Brothers Chemicals, Inc.* 3.3 Certificate of Incorporation of Phibro-Tech, Inc.* 3.4 By-Laws of Phibro-Tech, Inc.* 3.5 Certificate of Incorporation of C.P. Chemicals, Inc.* 3.6 By-Laws of C.P. Chemicals, Inc.* 3.7 Certificate of Incorporation of Prince Agriproducts, Inc.* 3.8 By-Laws of Prince Agriproducts, Inc.* 3.9 Certificate of Incorporation of The Prince Manufacturing Company, an Illinois corporation* 3.10 By-Laws of The Prince Manufacturing Company, an Illinois corporation* 3.11 Certificate of Incorporation of The Prince Manufacturing Company, a Pennsylvania corporation* 3.12 By-Laws of The Prince Manufacturing Company, a Pennsylvania corporation* 3.13 Certificate of Formation of Mineral Resource Technologies, L.L.C.* 3.14 Limited Liability Company Agreement of Mineral Resource Technologies, L.L.C., dated as of November 21, 1995, as amended as of June 1, 1998* 3.15 Certificate of Incorporation of MRT Management Corp.* 3.16 By-Laws of MRT Management Corp.* 3.17 Certificate of Incorporation of Koffolk, Inc.* 3.18 By-Laws of Koffolk, Inc.* 3.19 Certificate of Incorporation of Phibrochem, Inc.* 3.20 By-Laws of Phibrochem, Inc.* 3.21 Certificate of Incorporation of Phibro Chemicals, Inc.* 3.22 By-Laws of Phibro Chemicals, Inc.* 3.23 Certificate of Incorporation of Western Magnesium Corp.** 3.24 By-Laws of Western Magnesium Corp.** 4.1 Indenture, dated as of June 11, 1998, among the Company, the Guarantors named therein and The Chase Manhattan Bank, as trustee, relating to the 9 7/8% Senior Subordinated Notes due 2008 of the Company, and exhibits thereto, including Form of 9 7/8% Senior Subordinated Note due 2008 of the Company** Certain instruments which define the rights of holders of long-term debt of the Company and its consolidated subsidiaries have not been filed as Exhibits to this Registration Statement since the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis, as of June 30, 1998. For a description of such indebtedness, see Note 6 of Notes to Consolidated Financial Statements. The Company hereby agrees to furnish copies of such instruments to the Securities and Exchange Commission upon its request. 5.1 Opinion of Golenbock, Eiseman, Assor & Bell regarding the legality of securities being registered* 5.2 Opinion of Blanc Williams, Johnston & Kronstadt L.L.C. regarding the legality of securities being registered* 5.3 Opinion of Schmiedeskamp, Robertson, New & Mitchell regarding the legality of securities being registered* 5.4 Opinion of Martin H. Philip, Esq. regarding the legality of securities being registered.* 10.1 Registration Rights Agreement, dated June 11, 1998, among Philipp Brothers Chemicals, Inc., the Guarantors named therein and Schroder & Co. Inc.** 10.2 Revolving Credit, Acquisition Term Loan and Security Agreement, dated August 19, 1998, among Philipp Brothers Chemicals, Inc., as Borrower, the Guarantors named therein, PNC Bank, N.A. as Agent and Lender, and the other institutions from time to time party thereto as Lenders** 10.3 Manufacturing Agreement, dated May 15, 1994, by and between Merck & Co., Inc., Koffolk, Ltd., and Philipp Brothers Chemicals, Inc.+ ** ++ @ 10.4 Distribution Agreement, dated March 1, 1996, between Elanco Quimica Ltda. and Planalquimica Industrial Ltda.+ ** ++ 10.5 Asset Purchase and Trademark Assignment Agreement, dated August 5, 1996, between Koffolk, Inc. and Merck & Co., Inc.; assigned by Merck & Co., Inc. to Merial Limited.** ++ 10.6 Distributorship Agreement, dated August 5, 1996, by and between Merck & Co., Inc. and Koffolk, Inc.; assigned by Merck & Co., Inc. to Merial Limited.+ ** ++ 10.7 License Agreement, dated May 30, 1996, by and between Michigan Technological University and Mineral Resource Technologies, L.L.C.+ ** ++ 10.8 Lease, dated July 25, 1986, between Philipp Brothers Chemicals, Inc. and 400 Kelby Associates, as amended December 1, 1986 and December 30, 1994** 10.9 Lease, dated June 30, 1995, between First Dice Road Co. and Phibro-Tech, Inc., as amended May 1998** 10.10 Lease, dated December 24, 1981, between Koffolk (1949) Ltd. and Israel Land Administration* 10.11 Master Lease Agreement, dated February 27, 1998, between General Electric Capital Corp., Philipp Brothers Chemicals, Inc. and Phibro-Tech, Inc.** 10.12 Stockholders Agreement, dated December 29, 1987, by and between Philipp Brothers Chemicals, Inc., Charles H. Bendheim, Jack C. Bendheim and Marvin S. Sussman** 10.13 Employment Agreement, dated December 29, 1987, by and between Philipp Brothers Chemicals, Inc. and Marvin S. Sussman** 10.14 Stockholders Agreement, dated February 21, 1995, between I. David Paley, Nathan Z. Bistricer, James O. Herlands and Phibro-Tech, Inc., as amended as of June 11, 1998** 10.15 Severance Agreement, dated as of February 21, 1995, between I. David Paley and Phibro-Tech, Inc.** 10.16 Form of Severance Agreement, each dated as of February 21, 1995, between Philipp Brothers Chemicals, Inc. and each of Nathan Z. Bistricer and James O. Herlands** 10.17 Agreement of Limited Partnership of First Dice Road Company, dated June 1, 1985, by and among Western Magnesium Corp., Jack Bendheim, Marvin S. Sussman and James O. Herlands, as amended November 1985** 10.18 Philipp Brothers Chemicals, Inc. Retirement Income and Deferred Compensation Plan Trust, dated January 1, 1994, by and between Philipp Brothers Chemicals, Inc. on its own behalf and on behalf of C.P. Chemicals, Inc., Phibro-Tech, Inc. and the Trustee thereunder; Philipp Brothers Chemicals, Inc. Retirement Income and Deferred Compensation Plan Trust, dated March 18, 1994** 10.19 Form of Executive Income Deferred Compensation Agreement, each dated March ]1, 1990, by and between Philipp Brothers Chemicals, Inc. and each of Jack Bendheim, James Herlands and Marvin Sussman** 10.20 Form of Executive Income Split Dollar Agreement, each dated March 1, 1990, by and between Philipp Brothers Chemicals, Inc. and each of Jack Bendheim, James Herlands and Marvin Sussman** 10.21 Agreement for the Sale and Purchase of the Shares of ODDA Smelteverk A/S and of the Business and Certain Assets of BOC Carbide Industries, a division of BOC Ltd., dated June 26, 1998, between The BOC Group plc and Philipp Brothers Chemicals, Inc.* 10.22 Supply Agreement, dated as of September 28, 1998, between BOC Limited and Phillip Brothers Chemicals, Inc.+ * 10.23 Administrative Consent Order, dated March 11, 1991, issued by the State of New Jersey Department of Environmental Protection, Division of Hazardous Waste Management, to C.P. Chemicals, Inc.** 10.24 Purchase Agreement, dated as of June 1, 1998, between Jack C. Bendheim and the Company* 10.25 Agreement, dated as of June 1, 1998, by and among Jack C. Bendheim, Phibro-Tech, Inc., MRT Management Corp. and Mineral Resource Technologies, L.L.C.* 10.26 Licensing Agreement, dated January 28, 1980, between Gunness Wharf Limited and BOC Limited+* 10.27 Agreement, dated January 28, 1980, between BOC Limited and Gunness Wharf Limited+ * 12.1 Statement regarding computation of ratios.** 21.1 Subsidiaries of Philipp Brothers Chemicals, Inc.** 21.2 Subsidiaries of C.P. Chemicals, Inc.** 21.3 Subsidiaries of Phibro-Tech, Inc.** 23.1 Consent of PricewaterhouseCoopers LLP, certified public accountants** @ 23.2 Consent of Edward Isaacs & Co. LLP, certified public accountants** @ 23.3 Consent of Dov Kahana & Co., certified public accountants** @ 23.4 Consent of Cabinet Associes, certified public accountants** @ 23.5 Consent of Wilson Wright & Co., chartered accountants and registered auditors** @ 23.6 Consent of Wilson Wright & Co., chartered accountants and registered auditors** @ 23.7 Consent of PricewaterhouseCoopers DA, certified public accountants* 23.8 Consent of Golenbock, Eiseman, Assor & Bell (included as part of Exhibit 5.1 to this Registration Statement)* 23.9 Consent of Blanc, Williams, Johnston & Kronstadt L.L.C. (included as part of Exhibit 5.2 to this Registration Statement)* 23.10 Consent of Martin H. Philip, Esq. (included as part of Exhibit 5.3 to this Registration Statement)* 23.11 Consent of Schmiedeskamp, Robertson, New & Mitchell (included as part of Exhibit 5.4 to this Registration Statement)* 24.1 Power of Attorney (set forth on signature pages of this Registration Statement as filed on September 29, 1998)* 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank on Form T-1** 27.1 Financial Data Schedule** 99.1 Form of Letter of Transmittal** @ 99.2 Form of Notice of Guaranteed Delivery** @ 99.3 Form of Letter to Clients** @ 99.4 Form of Letter to Brokers, Dealers, Trust Companies and Other Nominees** @ ------------------ * Previously filed. ** Filed herewith solely for the purpose of retransmitting such exhibit, which was not received by the Commission as part of the original filing of this Registration Statement on September 29, 1998 as a result of a transmission error on the part of Registrant's EDGAR service provider. + A request for confidential treatment has been granted for portions of such document. Confidential portions have been omitted and filed separately with the SEC as required by Rule 406(b). ++ Amended in Pre-Effective Amendment No. 2 to the Registration Statement filed December 14, 1998. @ Amended in Pre-Effective Amendment No. 3 to the Registration Statement filed December 17, 1998.