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) October 31,2002
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
Page 1 of 5 pages
Item 5. OTHER EVENTS.
Transtech Industries, Inc. and certain of its wholly owned
subsidiaries (the "Company") and other responsible parties
including SCA Services, Inc. ("SCA"), which is an affiliate of
Waste Management, Inc. ("WMI"), have provided funding for the on-
going remediation of the Kin-Buc Landfill, located in Edison, New
Jersey, pursuant to an Amended Unilateral Administrative Order
issued by the United States Environmental Protection Agency
("EPA") in September 1990. The Kin-Buc Landfill is owned and was
operated by the Company's subsidiary, Kin-Buc, Inc. ("Kin-Buc").
In November 1992, EPA issued an Administrative Order for the
remediation of certain areas neighboring the Kin-Buc Landfill.
The Company initiated a suit in 1990 against generators and
transporters of waste deposited at the site with the intent of
obtaining contribution toward the cost of remediation. On
December 23, 1997, the Company entered into four agreements which
settled lawsuits related to the allocation of costs of
remediation. One of the December 23, 1997 agreements (the "1997
Agreement") included SCA's commitment to defend and indemnify the
Company from certain liability for and in connection with the
remediation of the site. However, the Company remains a
responsible party under the aforementioned Administrative Orders
issued by EPA.
In conjunction with the 1997 settlement of the litigation
related to the Kin-Buc Landfill discussed above, the Company
committed a portion of the proceeds, net of certain adjustments,
arising from its litigation against its excess insurance carriers
be paid to SCA. The maximum amount payable to SCA was
capped at $3.5 million. The amount due SCA was to be calculated
within five days of receiving proceeds from such litigation, in
accordance with the methodology contained within the 1997
Agreement, and submitted to SCA for review and acceptance. As
previously disclosed, a settlement was reached during 2001 with a
majority of the defendant excess insurance carriers during 2001,
and proceeds from such settlement were received by the Company
during February 2002. A calculation of the amount due pursuant
to the 1997 Agreement was presented to SCA during March 2002.
SCA subsequently notified the Company of its objection to values
utilized in such calculation, contending it was owed $3.5
million. Unable to resolve the disputed issues, the Company and
SCA submitted the dispute regarding the amount due to binding
arbitration for resolution in accordance with the terms of the
1997 Agreement during August 2002.
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
On October 10, 2002 the arbitrator issued his decision,
finding in favor of the Company's interpretations on some of the
disputed issues, and in favor of SCA on others. However, the
issues found in favor of SCA are sufficient to generate an
obligation to SCA, up to $3.5 million. The Company's subsequent
request of the arbitrator for a statement of reasons concerning
the finding has been declined. The arbitrator has instructed
revised calculation of the amount due to SCA be submitted to the
arbitrator and SCA for review and approval no later than November
10, 2002.
The Company will recognize a charge to income equal to the
amount due SCA once such amount is determined.
Press Release
See the following press release dated October 31, 2002
announcing the results of the arbitration.
TRANSTECH INDUSTRIES, INC. ANNOUNCES RESULTS OF ARBITRATION
REGARDING PAYMENT DUE UNDER 1997 SETTLEMENT
PISCATAWAY, N.J., October 31, 2002- Robert V. Silva,
President and Chief Executive Officer of Transtech Industries,
Inc. (OTC BULLETIN BOARD:TRTI) announced that an arbitrator has
ruled against the Company's interpretation of certain provisions
of a 1997 Settlement Agreement (the "1997 Agreement"). As a
result, the Company is obligated to pay a portion of the proceeds
the Company received earlier this year from its 2001 settlement
of claims against certain excess insurance carriers to certain
parties to the 1997 Agreement.
As previously disclosed, during 1997 the Company entered
into a series of agreements that settled litigation regarding the
allocation of remediation costs related to the Kin-Buc landfill.
Pursuant to one of the settlement agreements, SCA Services. Inc.,
together with its affiliates including Waste Management Inc. (the
"SCA Parties"), agreed, among other things, to defend and
indemnify the Company from certain liabilities for and in
connection with the remediation of the landfill. The Company in-
turn committed, among other things, to pay a portion of its
proceeds, not to exceed $3.5 million, from its litigation with
its excess insurance carriers. The 1997 Agreement provided a
methodology for calculating the amount due to the SCA Parties.
The recent arbitration addressed disputes regarding the
components of such calculation, and resulted in findings in favor
of the Company on some issues, and in the favor of SCA on others.
A revised calculation of the amount due is to be submitted
to the arbitrator and the SCA Parties on or before November 10,
2002. The Company had placed $3.5 million of the insurance
proceeds into escrow pending resolution of this issue. The
Company will recognize a charge to income equal to the amount due
the SCA Parties once such amount is determined.
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 thereunto 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: October 31, 2002