<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[Mark One]
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From ----- To -----
Commission File Number 33-11634
TRANS-RESOURCES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-2729497
- - --------------------------------------------------- -------------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
9 West 57th Street, New York, New York 10019
- - ------------------------------------------------ -------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (212) 888-3044
---------------
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ----
At May 11, 1994, there were outstanding 3,000 shares of common stock, par value
of $.01 per share, all which were owned by TPR Investment Associates, Inc., a
privately-held Delaware corporation.
This Form 10-Q consists of
16 pages. There are no Exhibits.
<PAGE> 2
Form 10-Q
TRANS-RESOURCES, INC.
Form 10-Q Index
March 31, 1994
<TABLE>
<CAPTION>
Page
PART I Number
------ ------
<S> <C> <C>
Item 1. - Financial Statements (Unaudited):
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Common Stockholder's Equity . . . . . . . . . . . 5
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . 6
Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . . 7
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II
-------
Item 1. - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
2
<PAGE> 3
Form 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
TRANS-RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Month Period
Ended March 31,
---------------------
1994 1993
------- -------
(000's)
<S> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $82,032 $85,014
COST AND EXPENSES:
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,083 65,653
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . 9,784 8,998
-------- --------
OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,165 10,363
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,916) (6,604)
Interest and other income - net . . . . . . . . . . . . . . . . . . . . . . . 19,741 2,209
-------- -------
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,990 5,968
-------- --------
INCOME TAX PROVISION:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,990 3,241
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,912 193
-------- --------
9,902 3,434
-------- --------
INCOME BEFORE EXTRAORDINARY ITEM . . . . . . . . . . . . . . . . . . . . . . . 9,088 2,534
EXTRAORDINARY ITEM - Loss on repurchase of
debentures (no income tax benefit) . . . . . . . . . . . . . . . . . . . . . - (3,724)
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,088 $ (1,190)
======= ========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE> 4
Form 10-Q
TRANS-RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
---------- ------------
(Unaudited)
(000's)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 10,999 $ 25,742
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 67,860 55,681
Inventories:
Finished products . . . . . . . . . . . . . . . . . . . . . . . . 45,651 50,327
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . 10,840 10,602
Other current assets . . . . . . . . . . . . . . . . . . . . . . . 67,350 56,090
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . 16,033 17,485
-------- --------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . 218,733 215,927
PROPERTY, PLANT AND EQUIPMENT - NET . . . . . . . . . . . . . . . . . 141,192 131,001
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,824 18,937
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $380,749 $365,865
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt . . . . . . . . . . . . . . . $ 24,928 $ 24,801
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . 25,668 22,481
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 37,913 34,924
Accrued expenses and other current liabilities . . . . . . . . . . 28,203 30,027
--------- ---------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . 116,712 112,233
--------- ---------
LONG-TERM DEBT:
Senior indebtedness, notes payable and other obligations . . . . . 60,031 61,328
Senior subordinated indebtedness - net . . . . . . . . . . . . . . 140,193 140,133
Junior subordinated debentures - net . . . . . . . . . . . . . . . 15,606 15,495
--------- ---------
Long-Term Debt - net . . . . . . . . . . . . . . . . . . . . . . 215,830 216,956
--------- ---------
OTHER LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,636 20,882
--------- ---------
COMMON STOCKHOLDER'S EQUITY:
Common stock, $.01 par value, 3,000 shares authorized,
issued and outstanding . . . . . . . . . . . . . . . . . . . . . - -
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . 505 500
Retained earnings . . . . . . . .. . . . . . . . . . . . . . . . . . 20,195 15,348
Cumulative translation adjustment . . . . . . . . . . . . . . . . . (129) (54)
--------- ---------
Total Common Stockholder's Equity . . . . . . . . . . . . . . . . 20,571 15,794
--------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $380,749 $365,865
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE> 5
Form 10-Q
TRANS-RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMMON STOCKHOLDER'S EQUITY
Three Month Period Ended March 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE
COMMON PAID-IN RETAINED TRANSLATION
STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
----------- --------- --------- ----------- ----------
(000'S)
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1994 . . . . . . . . $ - $500 $15,348 $(54) $15,794
Activity for the three month
period ended March 31, 1994:
Net income . . . . . . . . . . . . . . . 9,088 9,088
Dividends paid . . . . . . . . . . . . . (4,241) (4,241)
Net change during period . . . . . . . . 5 (75) (70)
----------- --------- --------- ----------- ----------
BALANCE, March 31, 1994 . . . . . . . . . $ - $505 $20,195 $(129) $20,571
=========== ========= ========= =========== ==========
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE> 6
Form 10-Q
TRANS-RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Month Period
Ended March 31,
---------------------
1994 1993
---- ----
(000's)
<S> <C> <C>
OPERATING ACTIVITIES AND WORKING CAPITAL
MANAGEMENT:
Operations:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $9,088 $(1,190)
Items not requiring (providing) cash:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . 5,528 6,238
Increase in other liabilities . . . . . . . . . . . . . . . . . . . . 164 145
Deferred taxes and other - net . . . . . . . . . . . . . . . . . . . 6,047 (235)
------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,827 4,958
Working capital management:
Accounts receivable and other current assets . . . . . . . . . . . . . . (41,681) (11,888)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,438 (7,480)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,452 1,054
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,989 4,806
Accrued expenses and other current liabilities . . . . . . . . . . . . . (1,039) (1,047)
-------- --------
Cash used by operations and working
capital management . . . . . . . . . . . . . . . . . . . . . . . . (13,014) (9,597)
-------- --------
INVESTMENT ACTIVITIES:
Additions to property, plant and equipment . . . . . . . . . . . . . . . . (18,517) (5,466)
Purchases of marketable securities and other short-term investments . . . . (4,376) -
Sales of marketable securities and other short-term investments . . . . . . 17,795 6,363
Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,585 (328)
-------- --------
Cash provided (used) by investment activities. . . . . . . . . . . . . (3,513) 569
-------- --------
FINANCING ACTIVITIES:
Increase in short-term debt . . . . . . . . . . . . . . . . . . . . . . . . 3,187 2,400
Increase in long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 7,613 109,532
Repurchases, payments and current maturities of long-term debt . . . . . (9,016) (29,792)
Distributions to stockholder. . . . . . . . . . . . . . . . . . . . . . . . - (6,111)
--------- --------
Cash provided by financing activities . . . . . . . . . . . . . . . . 1,784 76,029
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . (14,743) 67,001
CASH AND CASH EQUIVALENTS:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,742 54,745
-------- ------
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,999 $121,746
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
6
<PAGE> 7
Form 10-Q
TRANS-RESOURCES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation and Other Matters
The consolidated financial statements of Trans-Resources, Inc. (the
"Company"), include the Company and its direct and indirect subsidiaries, after
elimination of intercompany accounts and transactions. The Company's principal
subsidiaries are Cedar Chemical Corporation ("Cedar"), and Cedar's two
wholly-owned subsidiaries, New Mexico Potash Corporation ("NMPC") and Vicksburg
Chemical Company; Eddy Potash, Inc. ("Eddy"); and Haifa Chemicals Ltd., an
Israeli corporation ("HCL"), and HCL's wholly-owned subsidiary, Haifa Chemicals
South Ltd. ("HCSL"). The Company is a wholly-owned subsidiary of TPR Investment
Associates, Inc., a privately-held corporation. Certain prior period amounts
have been reclassified to conform to the manner of presentation in the current
period.
The Company is a multinational manufacturer of specialty plant
nutrients, organic chemicals, industrial chemicals and potash and distributes
its products in over 80 countries. The Company is the world's largest producer
of potassium nitrate, which is marketed by the Company principally under the
brand names K-Power domestically and Multi-K internationally. The Company is
also the world's largest producer of propanil, the leading rice herbicide. In
addition, the Company is the largest United States producer of potash.
On February 7, 1994, the smaller of HCL's two potassium nitrate
production units was damaged by a fire, causing a temporary reduction of the
Company's potassium nitrate production capacity. The Company currently expects
to replace the damaged unit in early 1995. The Company believes that the impact
of the loss of the facility, including the effect of business interruption, will
be substantially covered by insurance. While the ultimate amount of the
insurance recovery has not yet been fully determined, the Company expects that
the insurance proceeds relating to the property damage will be for replacement
value, which is estimated to be $20 to $25 million greater than the recorded
carrying value of the damaged assets. Accordingly, during the three month
period ended March 31, 1994, HCL has recorded an estimated gain of
approximately
7
<PAGE> 8
$20 million (approximately $14 million after related income taxes). Such
pre-tax gain is included in the caption "Interest and other income-net" in the
accompanying Consolidated Statements of Operations.
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS 115"). This statement requires the Company to
classify its equity and fixed maturity securities as available-for-sale and
reported at fair value, with unrealized gains and losses included as a separate
component of stockholder's equity. The adoption of SFAS 115 did not have an
effect on the Company's consolidated financial position or results of
operations.
In the opinion of management, the unaudited consolidated financial
statements for the three month periods ended March 31, 1994 and 1993,
respectively, include all adjustments, which comprise only normal recurring
accruals, necessary for a fair presentation of the results for such periods.
The results of operations for the three month period ended March 31, 1994 are
not necessarily indicative of results that may be expected for any other interim
period or the full fiscal year. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (the "Form 10-K") which has
been filed with the Securities and Exchange Commission.
8
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of revenues and the percentage
dollar change of those items as compared to the prior period, certain items
appearing in the unaudited consolidated financial statements of the Company.
<TABLE>
<CAPTION>
Percentage
of Revenues Period
---------------- to
Three Month Period
Period Ended Changes
March 31, ---------
---------------- Increase
1994 1993 (Decrease)
---- ---- ----------
<S> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% (3.5)%
Costs and expenses:
Cost of goods sold . . . . . . . . . . . . . . . . . . . . 80.6 77.2 .7
General and administrative . . . . . . . . . . . . . . . . 11.9 10.6 8.7
---- ----
Operating income . . . . . . . . . . . . . . . . . . . . . . . 7.5 12.2 (40.5)
Interest expense . . . . . . . . . . . . . . . . . . . . . (8.4) (7.8) 4.7
Interest and other income - net . . . . . . . . . . . . . . 24.1 2.6 793.7
---- ----
Income before income taxes and extraordinary item . . . . . . 23.2 7.0 218.2
Income tax provision . . . . . . . . . . . . . . . . . . . . . 12.1 4.0 188.4
---- ----
Income before extraordinary item . . . . . . . . . . . . . . . 11.1 3.0 258.6
Extraordinary item - net . . . . . . . . . . . . . . . . . . . - (4.4) 100.0
---- ----
Net income (loss) . . . . . . . . . . . . . . . . . . . . 11.1% (1.4)% 863.7%
==== ===== ======
</TABLE>
9
<PAGE> 10
Form 10-Q
RESULTS OF OPERATIONS
Three month period ended March 31, 1994 compared with the three month
period ended March 31, 1993:
Revenues decreased by 3.5% to $82,032,000 in 1994 from $85,014,000 in
1993, a decrease of $2,982,000, resulting from decreased sales of (i) specialty
plant nutrients and industrial chemicals ($3,900,000), principally due to the
unfavorable effect of certain weakened European currencies in relation to the
U.S. dollar (including those covered by forward exchange contracts) in the 1994
period as compared to the corresponding prior period, and (ii) organic chemicals
($2,900,000), partially offset by increased sales of potash and chlorine
($3,800,000).
Cost of goods sold as a percentage of revenues increased to 80.6% in
1994 compared with 77.2% in 1993, primarily due to (i) the above-mentioned
weakened European currencies, (ii) the cancellation of the program of exchange
rate insurance by the Israeli Government in August 1993, (iii) lower margins
realized in the organic chemicals business and (iv) lower potash selling
prices. Gross profit was $15,949,000 in 1994 compared with $19,361,000 in 1993,
a decrease of $3,412,000, with such decrease primarily being the result of the
decline in revenues. General and administrative expense increased to $9,784,000
in 1994 from $8,998,000 in 1993 (11.9% of revenues in 1994 compared with 10.6%
in 1993), with the increase of $786,000 principally due to increased selling and
marketing expenses for organic chemicals and specialty plant nutrients.
As a result of the matters described above, the Company's operating
income decreased by $4,198,000 to $6,165,000 in 1994 as compared with
$10,363,000 in 1993.
Interest expense did not significantly change during the periods
($6,916,000 in 1994 compared with $6,604,000 in 1993). Interest and other
income - net increased in 1994 by $17,532,000, principally as the result of the
$20,000,000 pre-tax gain relating to the February, 1994 fire at HCL (see Notes
to Unaudited Consolidated Financial Statements), partially offset by lower
security gains in the 1994 period.
As a result of the above factors, income before income taxes and
extraordinary item increased by $13,022,000 in 1994. The provision for income
taxes decreased to 52.1% of pre-tax income in 1994 from
10
<PAGE> 11
57.5% of pre-tax income in 1993. The Company's provisions for income taxes are
impacted by the mix between domestic and foreign earnings and vary from the
U.S. Federal statutory rate principally due to the impact of foreign operations
and certain losses for which there is no current tax benefit.
In the 1993 period the Company acquired $4,500,000 principal amount of
its 13 1/2% Senior Subordinated Debentures and $21,500,000 principal amount of
its Senior Subordinated Reset Notes, which resulted in a loss of $3,724,000.
Such loss (which has no current tax benefit) is classified as an extraordinary
item in the accompanying Consolidated Statements of Operations. No debt was
acquired in the 1994 period.
CAPITAL RESOURCES AND LIQUIDITY
The Company's consolidated working capital at March 31, 1994 and
December 31, 1993 was $102,021,000 and $103,694,000, respectively. During the
three month period ended March 31, 1994, the Company dividended certain
short-term investments to its parent. The carrying value of these investments
on the dividend date ($4,241,000) approximated market value.
CAPITAL EXPENDITURES
During the first three months of 1994 (excluding the HCSL facility (the
"K3 Plant") described below and the reconstruction of the production unit
damaged by fire in February 1994) the Company invested approximately $4,500,000
in capital expenditures. The Company currently anticipates that capital
expenditures for the remainder of the fiscal year (excluding the K3 Plant and
the reconstruction of the damaged production unit) will aggregate approximately
$30,500,000, which will be used primarily for increasing certain production
capacity and efficiency and for product diversification, including the
construction of a new potassium carbonate manufacturing facility scheduled for
completion in the fourth quarter of 1994. During 1993 the Company commenced
construction of the K3 Plant, which is estimated to cost approximately
$88,000,000, with approximately $37,000,000 of such cost being provided by
grants and other entitlements from the Israeli Government. Capital expenditures
in connection with the K3 Plant (net of Israeli Government grants) amounted to
approximately $16,000,000 in 1993. The Company currently anticipates completing
the construction of the K3 Plant in the fourth quarter of 1994. During the
three month period ended March 31, 1994, the Company invested approximately
$12,000,000 in connection with the K-3 plant
11
<PAGE> 12
(net of Israeli Government grants) and approximately $2,000,000 in connection
with the replacement of the damaged production unit. The Company expects to be
able to finance its capital expenditures from internally generated funds,
borrowings from traditional lending sources and, where applicable, Israeli
Government grants and entitlements and, with respect to the damaged production
unit, the proceeds from its insurance coverage.
12
<PAGE> 13
Form 10-Q
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As previously disclosed (most recently in the Form 10-K), beginning in
April 1993 a number of class of action lawsuits were filed in several United
States District Courts against the major Canadian and United States potash
producers, including Eddy and NMPC. The purported class actions were on behalf
of all purchasers of potash from any of the defendants or their respective
affiliates, at any time during the period of April 1987 to the present, and
alleged that the defendants conspired to fix, raise, maintain and stabilize the
prices of potash in the United States purchased by the plaintiffs and the other
members of the class in violation of the United States anti-trust laws. The
complaints sought unspecified treble damages, attorneys fees and injunctive
relief against the defendants. In addition, on or about May 27, 1993 a
purported class action seeking similar relief was filed against the major
potash producers, including Eddy and NMPC, in the Superior Court of the State
of California for the County of Los Angeles on behalf of Angela Coleman and a
class consisting of all California indirect purchasers of potash, alleging
violation of specified California statutes. This action was removed to the
United States District Court for the Central District of California. Pursuant
to an order of the Judicial Panel for Multidistrict Litigation, all of these
actions have been consolidated for pretrial purposes in the United States
District Court for Minnesota, where the initial such action and several others
had been commenced.
Ruling on motions filed by the defendants, the Minnesota District Court
ordered that Federal plaintiffs wishing to continue their actions file amended
complaints. On or about March 1, 1994 certain of the Federal plaintiffs filed
a second amended and consolidated class action complaint, and a first amended
complaint was filed in the Coleman action. Certain other Federal plaintiffs
filed a consolidated second class action complaint on or about April 12, 1994.
The later filed complaint names Cedar (in addition to Eddy and NMPC and other
defendants) as a defendant. On March 14, 1994, the Court scheduled the trial
to begin on or about January 1, 1996. On or about April 1, 1994, Eddy and NMPC
answered the amended complaints
13
<PAGE> 14
filed on or about March 1, 1994, denying the material allegations of the
complaints. Answers to the later filed complaint are not yet due.
On or about March 29, 1994, an action captioned Neve Bros. et al. v. Potash
Corporation of Saskatchewan, et al., was commenced in the Superior Court of
California for the City and County of San Francisco. Eddy, NMPC, Cedar, Nine
West Corporation (a Company subsidiary which is the direct parent corporation
of Cedar) and the Company are among the named defendants. This action, brought
on behalf of a class of indirect purchasers of potash under California
statutes, makes substantially the same allegations as made in the Coleman
action and seeks substantially the same legal and equitable remedies and
relief. This action was removed to the United States District Court for the
Northern District of California. Defendants are seeking to consolidate this
action for pretrial purposes with the actions pending in Minnesota. Plaintiffs
have moved to remand the action to state court.
Management has no knowledge of any conspiracy of the type alleged in these
complaints.
As disclosed in the Form 10-K, on or about November 26, 1993 Eddy and NMPC
(and other major potash producers) were served with subpoenas issued by the
United States District Court for the Northern District of Ohio to produce
documents to a grand jury authorized by the U.S. Department of Justice
Antitrust Division ("DOJ") to investigate possible violations of the antitrust
laws in connection with the allegations made in the civil actions described
above. A salesman employed by the sales group for Eddy and NMPC has been
subpoenaed to testify before the grand jury. Eddy and NMPC are cooperating
with DOJ in connection with the subpoenas.
14
<PAGE> 15
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
A Form 8-K (Item 5) was filed on February 14, 1994, concerning the
February 7, 1994 fire at the Company's Haifa, Israel manufacturing facility.
See Notes to Unaudited Consolidated Financial Statements above.
15
<PAGE> 16
Form 10-Q
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.
TRANS-RESOURCES, INC.
----------------------------
(Registrant)
Date: May 11, 1994 Lester W. Youner
-----------------------------
Vice President, Treasurer and
Chief Financial Officer
16
