4
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) February 11, 2004
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"), have provided funding for the on-going remediation of the Kin-Buc
Landfill and certain neighboring areas, located in Edison, New Jersey, pursuant
to Administrative Orders issued by the United States Environmental Protection
Agency ("EPA") in September 1990 and November 1992. The Kin-Buc Landfill is
owned and was operated by the Company's subsidiary, Kin-Buc, Inc. SCA is an
affiliate of Waste Management, Inc. ("WMI"). 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 the 1990 suit and other lawsuits related to the allocation of costs of
remediation. One of the December 23, 1997 agreements (the "1997 Agreement")
included SCA's and WMI's commitment to defend and indemnify the Company from
certain liability for and in connection with the remediation of the areas
subject to the Administrative Orders. However, the Company remains a responsible
party under the aforementioned Administrative Orders issued by EPA. Pursuant to
the 1997 Agreement, the Company agreed to allow SCA to claim against a portion
of the proceeds, net of certain adjustments, arising from its litigation against
its excess insurance carriers.The amount due SCA was to be calculated within
five days of receiving proceeds from such litigation, in accordance with the
formula contained within the 1997 Agreement, and submitted to SCA for review and
acceptance. The maximum amount payable to SCA was capped at $3.5 million.
United States District Court for the District of New Jersey entitled
Transtech Industries, Inc. et al. v. A&Z Septic Clean et al., Civil Action no.2-
90-2578
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
As previously disclosed, a settlement was reached 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 amounts
utilized in such calculation, and claimed it was owed $3.5 million. Unable to
resolve the disputed issues, the Company and SCA submitted the dispute regarding
the amount due to an arbitrator for resolution during August 2002 in accordance
with the terms of the 1997 Agreement.
On February 6, 2004 the arbitrator issued a final decision, finding in
favor of SCA on issues sufficient to generate an award to SCA of $3.5 million.
The escrow account was not recorded on the Company's consolidated balance sheet,
therefore the award will not impact the Company's earnings for the current
period. The Company intends to move to vacate the award.
Press Release
See the following press release dated February 11, 2004 announcing the
results of the arbitration.
TRANSTECH INDUSTRIES, INC. ANNOUNCES RESULTS OF ARBITRATION
PISCATAWAY, N.J., February 11, 2004- Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (the "Company")(OTC BULLETIN
BOARD:TRTI) announced that an arbitrator ruled in favor of SCA Services, Inc.'s
("SCA") interpretation of certain provisions of a 1997 Settlement Agreement (the
"1997 Agreement"). As a result of the ruling SCA was awarded $3.5 million
currently held in an escrow account. The Company had previously placed $3.5
million of proceeds received from the 2001 excess insurers settlement into the
escrow pending the arbitrator's ruling. The award will not impact the Company's
financial statements.
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, 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 agreed, among other things, to allow SCA to claim against a
portion of its proceeds, not to exceed $3.5 million, from its litigation with
its excess insurance carriers. The 1997 Agreement provided the formula for
calculating the amount due to the SCA Parties, and for the arbitration of
disputes regarding such calculation.
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: February 11, 2004