TRANSTECH INDUSTRIES INC - FORM 10-K

Attached files

file	filename
EX-3 - TRANSTECH INDUSTRIES INC	exh3.txt
EX-10 - TRANSTECH INDUSTRIES INC	exh10bl.txt
EX-13 - TRANSTECH INDUSTRIES INC	exh1309.txt
EX-14 - TRANSTECH INDUSTRIES INC	exh14.txt
EX-21 - TRANSTECH INDUSTRIES INC	exh21.txt
EX-32 - TRANSTECH INDUSTRIES INC	ex32b09.txt
EX-31 - TRANSTECH INDUSTRIES INC	ex31b09.txt
EX-31 - TRANSTECH INDUSTRIES INC	ex31a09.txt
EX-32 - TRANSTECH INDUSTRIES INC	ex32a09.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION PRIVATE
Washington, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2009

[ ] 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: 000-06512

TRANSTECH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware 22-1777533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

200 Centennial Avenue, Suite 202, Piscataway, New Jersey 08854
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (732) 564-3122

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Exchange Act:

Common Stock, $.50 par value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant(l) 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 the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer", "accelerated
filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer [] Accelerated filer []
Non-accelerated filer [] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [] No [X]

As of the last day of the second fiscal quarter of 2009, the aggregate
market value of the voting stock of the registrant held by non-affiliates
was approximately $162,000.

At March 30, 2010 the issuer had outstanding 2,979,190 shares of Common
Stock, $.50 par value. In addition, at such date, the registrant held
1,885,750 shares of Common Stock, $.50 par value, in treasury.

DOCUMENTS INCORPORATED BY REFERENCE:

Annual report to security holders for the fiscal year ended December 31,
2009 is incorporated by reference into Part II of this Form 10-K with
respect to Items 5, 7 and 8 of such Part II.

TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009
CROSS-REFERENCE SHEET
PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4)

Part/Item Form 10-K Heading Reference Material

II/5 Market for Registrant's
Common Equity, Related
Stockholder Matters and
Issuer Purchases of Annual Report to
Equity Securities. security holders
(1), page 63

II/7 Management's Discussion and Annual Report to
Analysis of Financial security holders
Condition and Results (1), pages 3 to 19
Of Operations.

II/8 Financial Statements and Annual Report to
Supplementary Data. security holders
(1), pages 20 to
25

(1) Annual Report to Stockholders, attached as Exhibit 13 to this Form
10-K

TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
________________

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009

Table of Contents
Page(s)
Part I, Item 1. Business. 5 - 18
" Item 1A.Risk Factors. 18
" Item 1B.Unresolved Staff Comments. 18
" Item 2. Properties. 18 - 20
" Item 3. Legal Proceedings. 20 - 27
" Item 4. [Removed and Reserved] 27

Part II, Item 5.Market for Registrant's Common
Equity, Related Stockholder
Matters and Issuer Purchases
of Equity Securities. 28
" Item 6. Selected Financial Data. 28
" Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. 28
" Item 7A.Quantitative and Qualitative
Disclosures About Market Risk. 28
" Item 8. Financial Statements and
Supplementary Data. 28
" Item 9. Changes In and Disagreements
with Accountants on Accounting
and Financial Disclosure. 28
" Item 9A. Controls and Procedures. 28
" Item 9A(T).Controls and Procedures. 28 - 30
" Item 9B. Other Information. 30

Part III, Item 10. Directors, Executive Officers
and Corporate Governance. 31 - 34
" Item 11. Executive Compensation. 34 - 38
" Item 12. Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder Matters. 38 - 41
" Item 13. Certain Relationships and Related
Transactions, and Director
Independence. 41
" Item 14. Principal Accountant Fees
and Services. 42 - 43

Part IV, Item 15. Exhibits and Financial Statement
Schedules. 44

Signatures 45

Exhibit Index 46 - 49

Part I, Forward Looking Statements.

Certain statements in this report which are not historical facts or
information are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, and the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or the Company's future financial
performance. In some cases, forward-looking statements can be identified by
terminology such as may, will, should, expect, plan, anticipate, believe,
estimate, intend, potential or continue, and similar expressions or
variations. These statements are only predictions. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, levels of activity, performance or
achievement of the Company, or industry results, to be materially different
from any future results, levels of activity, performance or achievement
expressed or implied by such forward-looking statements. Such factors
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; and other factors discussed herein. As a result of the
foregoing and other factors, no assurance can be given as to the future
results and achievements of the Company. All forward-looking statements
included in this document are based on information available to the Company
and its employees on the date of filing, and the Company and its employees
assume no obligation to update any such forward-looking statements. In
evaluating these statements, the reader should specifically consider various
factors.

Part I, Item 1. Business.

General

Transtech Industries, Inc. ("Transtech") was incorporated under the laws
of the State of Delaware in 1965. Transtech is a public holding company
which manages its investments and 18 subsidiaries (Transtech and its
subsidiaries collectively referred to as the "Company"). Two subsidiaries
conduct active operations that have been classified into two segments: the
performance of environmental services and the generation and sale of
electricity utilizing methane gas. The other subsidiaries of the Company
are inactive and hold assets consisting primarily of cash and cash
equivalents, real property, intercompany receivables and contract rights
(see "Continuing Operations" below).

At December 31, 2009, the Company employed 11 persons on a full-time
basis.

The Company and certain subsidiaries previously participated in the
resource recovery and waste management industries. These activities ended
in 1987 and included the hauling of waste, and the operation of three
landfills and a solvents recovery facility. Although these sites are now
closed, the Company remains a potentially responsible party with respect to
the remediation of these and other sites, and has incurred substantial costs
associated with such remediation and the post-closure maintenance of the
landfills it previously operated. The Company has also incurred significant
legal and administrative expenses with respect to litigation, and legal and
administrative proceedings related to its past activities in the resource
recovery and waste management industries as the liability for remediation of
sites that the Company previously operated or was named as a potentially
responsible party were being sorted-out among all potentially responsible
parties through extensive and complex litigation. See "Prior Operations"
below and Part I, Item 3, Legal Proceedings for further discussion regarding
these sites.

In order to pay its mounting legal costs and remediation obligations,
the Company divested a number of its more significant businesses during the
period of 1986 through 1996. During the period of 1992 through 2002, the
Company consummated settlements of its claims against certain insurance
carriers and excess insurance carriers for a total of approximately $29.4
million, and received a total of $5.3 million during the period of 2005
through 2009 from claims filed against the estates of certain insolvent
excess insurers. The Company has also sold portions of its dormant real
estate during 1992, 1997 and 1998 totaling approximately 678 acres for
approximately $2.0 million, and in 2006, completed the sale of approximately
60 acres of real property for approximately $2.2 million(see Part I, Item
2).

The Company's past participation in the waste handling, treatment and
disposal industries subjects the Company to additional claims that may be
made against the Company for the remediation of sites in which the Company
is deemed a potentially responsible party. In addition, future events or
changes in environmental laws or regulations, that cannot be predicted at
this time, could result in material increases in post-closure costs, and
other potential liabilities that may ultimately result in costs and
liabilities in excess of its available financial resources.

The Company continues to pursue the sale of certain real property,
however, no assurance can be given that the timing and amount of the
proceeds from such sales will be sufficient to meet the cash requirements of
the Company as they come due. In addition, the Company cannot ascertain
whether its remaining operations and its efforts to otherwise enhance
liquidity will be adequate to satisfy its future cash requirements.

In the event of an unfavorable resolution of the Company's litigation
and contingent liabilities, discussed herein, or should the proceeds of
asset sales be insufficient to meet the Company's future cash requirements,
including its tax liabilities, then, if other alternatives are unavailable
at that time, the Company will be forced to consider a plan of liquidation
of its remaining assets, whether through bankruptcy proceedings or
otherwise.

Continuing Operations

Environmental Services. The environmental services segment primarily
provides landfill closure and post-closure services, and installs and
manages methane gas operations. The segment has also provided construction
and remedial services at commercial and industrial sites. Post-closure
maintenance conducted within the State of New Jersey must be performed in
accordance with regulations established and maintained by the New Jersey
Department of Environmental Protection ("NJDEP"). The United States
Environmental Protection Agency ("EPA") has jurisdiction if a site is
listed on the National Priorities List. Substantially all of the
environmental services segment's gross revenues for the years ended December
31, 2009 and 2008 of $658,000 and $737,000, respectively, were for services
to other members of the consolidated group, and therefore eliminated in
consolidation. The segment's gross-operating revenue represented
approximately 61% and 52% of the Company's consolidated gross-operating
revenues (prior to the elimination of such transactions)for 2009 and 2008,
respectively.

The Company's environmental services segment performs post-closure
maintenance at sites previously operated by the Company's subsidiaries.
Work performed on a landfill owned by the Company's subsidiary, Kinsley's
Landfill, Inc. ("Kinsley's"), the Kinsley's Landfill, is submitted to NJDEP
for reimbursement from a restricted escrow account established to finance
the closure activities at the site (the "Kinsley's Escrow"). The gross-
operating revenue reported above includes billings to the Kinsley's Escrow
of approximately $645,000 and $713,000 for post-closure work performed
during the years ended December 31, 2009 and 2008, respectively. All
reimbursements from the Kinsley's Escrow must be approved by the NJDEP.
Kinsley's has begun re-grading areas of the Kinsley's Landfill in
accordance with a plan approved by the NJDEP. The re-grading plan calls
for the use of both recycled and non-recycled materials to fill and re-
contour areas of the landfill containing depressions. Kinsley's receives a
fee to accept certain of the recycled materials. The costs incurred for
re-grading activities shall be paid from such fees. Costs incurred for re-
grading activities in excess of such fees, if any, will be submitted to
NJDEP for reimbursement from the Kinsley's Escrow. Kinsley's intends to
utilize recycled materials to the fullest extent possible in order to
minimize the amount of re-grading costs paid from the Kinsley's Escrow, if
any. Kinsley's competes with certain landfills and development projects
for the revenue producing materials on the basis of the fee imposed for
accepting the materials and transportation cost, and must obtain NJDEP
approval prior to utilizing material from a new source unless such material
has been previously approved for such purposes. The gross revenue reported
for the environmental services segment for the years ended December 31,
2009 and 2008 does not include any fees from the acceptance of the revenue
producing materials. The decline in the revenue associated with the
recycled material is due primarily to competition for such materials from a
nearby re-development project. The competition from such projects and
landfills may continue to negatively impact the quantity of the fee
producing materials obtained by Kinsley's as well as the associated fee.

The market for services provided by the environmental services segment
is limited to the landfills and sites requiring remediation in its
geographical area. The environmental services segment competes on the basis
of price, experience and financial viability with numerous firms typically
significantly larger, having operations involved in other aspects of the
light and heavy construction industries. The Company is continuing its
efforts to expand the customer base of the environmental services segment
to additional entities beyond the consolidated group. There are no
assurances such efforts will result in work for the Company.

As stated above, the post-closure maintenance work performed by the
Company's subsidiaries must be conducted in accordance with regulations
established and maintained by the NJDEP. Such costs related to the
Kinsley's Landfill have been charged against the accrual established for
such purpose. The costs related to the Mac Landfill had been charged
against its related accrual until it was exhausted during 2008, and then
subsequently expensed. Legal fees and certain other third party fees
incurred for assistance with addressing and complying with such regulations
are expensed as incurred, and approximated $27,000 and $14,000 for the
years ended December 31, 2009 and 2008, respectively.

The environmental services segment has not incurred any cost for
research and development activities during the years ended December 31,
2009 and 2008.

Electricity Generation. Revenues from the operation which generates
electricity were approximately $413,000 and $689,000 for the years ended
December 31, 2009 and 2008, respectively. Such revenues represent 39% and
48% of consolidated gross operating revenues for 2009 and 2008,
respectively, and 100% of consolidated net revenues for both 2009 and 2008.

The electricity generating facility consists of four trailer mounted
diesel engine/electricity generator units ("Gen-set(s)") each capable of
generating approximately 11,000 kilowatt hours ("kWh") per day when
operating at 85% capacity. The Gen-sets are fueled by the methane
component of the landfill gas generated by the Kinsley's Landfill located in
Deptford, New Jersey. Three of the four Gen-sets were available for
operation during 2009 and 2008, subject to routine repairs and maintenance.
The fourth Gen-set requires major repairs which have been deferred.
Electricity generated is sold pursuant to a contract with a local utility
which is currently renewed annually. Revenues are a function of the number
of kWh sold, the rate received per kWh and capacity payments. The Company
sold approximately 9.0 and 8.0 million kWh during the year ended December
31, 2009 and 2008, respectively. The average combined rate (per kWh and
capacity payment) received for the year ended December 31, 2009 and 2008
was $.046 and $.086, respectively. The amount of electricity generated by
the electricity generating facility is limited by a number of factors,
including, but not limited to, the volume and quality of landfill gas
generated by the Kinsley's Landfill, the number of Gen-sets operating, the
number of hours each Gen-set operated, air permit limitations and the
ability of the local utility to accept the electricity generated. Generally
speaking, the rate received by the Company reflects the market demand for
electric power and the market price of fossil fuels. The combined rate
received is typically higher in warmer months. Engineering studies
indicate the quantity of gas generated by the landfill is declining but
project sufficient landfill gas to continue the operation of three of the
existing Gen-sets through 2011 and two of the existing Gen-sets for the
period of 2012 through 2017. Elements of the landfill gas are more
corrosive to the equipment than traditional fuels, resulting in more off-
line hours dedicated to repair and maintenance than with equipment
utilizing traditional fuels.

The electricity generating facility is subject to air emission
permitting and regulations regarding used lubricants. The professional and
other third party fees incurred to address these issues approximated $1,000
in each of the years ended December 31, 2009 and 2008.

The electricity generation segment has not incurred any cost for
research and development activities for the years ended December 31, 2009
and 2008.

Other Businesses. The other subsidiaries of the Company are inactive
and hold assets consisting of cash and marketable securities, real property,
inter-company receivables and contract rights.

Prior Operations

Landfills. Three solid waste landfills were previously operated by
three wholly-owned subsidiaries of the Company, either solely by the
subsidiary or in partnership with a third-party. In February 1987, the
landfill owned and operated by Kinsley's Landfill, Inc. ("Kinsley's")
reached permitted capacity and was closed. In 1976, the landfill owned and
operated by Kin-Buc, Inc. ("Kin-Buc") ceased accepting waste and, in 1977,
the landfill operated by Mac Sanitary Land Fill, Inc. ("Mac") was closed.
Certain federal and state environmental laws require two of the
subsidiaries' to maintain and monitor the post-closure activities of the
landfills they operated. Kinsley's has future obligations for the cost of
post-closure monitoring and maintenance of the landfill it owns and
operated (the "Kinsley's Landfill"), as does Mac for the landfill it
operated on real property leased from others (the "Mac Landfill"). Post-
closure monitoring and maintenance of the landfill formerly operated by
Kin-Buc is performed by a third-party and is discussed below. Post-closure
activities involve the final cover maintenance, methane gas control,
leachate management, groundwater monitoring, surface water monitoring and
control, and other operational and maintenance activities that occur after
the site ceases to accept waste. The post-closure period generally runs
for up to 30 years after final site closure for municipal solid waste
landfills. Obligations associated with monitoring and controlling methane
gas migration and emissions are set forth in applicable landfill permits
and these requirements are based upon the provisions of the Clean Air Act
of 1970, as amended. The Company's personnel perform the majority of the
services required for its post-closure obligations.

The impact of future events or changes in environmental laws and
regulations, which cannot be predicted at this time, could result in
material changes in remediation and closure costs related to the Company's
past waste handling activities, possibly in excess of the Company's
available financial resources.

Kinsley's. Kinsley's Landfill, located in Deptford Township, New
Jersey, ceased accepting solid waste on February 6, 1987 and commenced
closure of that facility at that time. The Company's Environmental Services
Segment currently performs the post-closure maintenance required at the
site. Kinsley's has accrued for the post-closure maintenance costs for the
Kinsley's Landfill. Such accrual equals the present value of the estimated
future post-closure costs related to a site determined in accordance with
Accounting Standards Codification 410, "Asset Retirement and Environmental
Obligations" ("ASC 410"). Pursuant to ASC 410 estimates of costs to
discharge asset retirement obligations are developed in today's dollars.
The estimated costs are inflated to the expected time of payment and then
discounted back to present value. Kinsley's estimate of post-closure costs
in current dollars were inflated to the expected time of payment using an
inflation rate of 2.5%, and the inflated costs were discounted to present
value using a credit-adjusted, risk-free discount rate of 4.5%. Such
estimates require a number of assumptions, and therefore may differ from the
ultimate outcome. Litigation and administrative costs associated with a
site are expensed as incurred. Funds held in a restricted escrow account
are dedicated to post-closure activities of Kinsley's Landfill. At December
31, 2009, Kinsley's has accrued $7,965,000 for post-closure care of this
facility, of which $6,170,000 is held in the restricted escrow account
dedicated to fund Kinsley's post-closure costs. The accrual as of December
31, 2009 is based upon estimated maintenance costs of the site's containment
systems through the year 2017. The Company billed such escrow approximately
$645,000 and $713,000 in 2009 and 2008, respectively, for post-closure
maintenance conducted at the site.

Mac. Mac Landfill, also located in Deptford Township, New Jersey,
ceased operations in 1977 and the closure of this facility is completed.
The Mac Landfill is situated on property owned by an affiliate of the
General Electric Company. The Company's Environmental Services Segment
currently performs the post-closure maintenance required at the site as
well. The thirty-year post-closure care period for the Mac Landfill was to
expire on June 7, 2008. On June 3, 2008 the NJDEP notified Mac of its
decision to temporarily extend the post-closure care period until such time
the NJDEP performs a re-evaluation and re-assessment of conditions at the
landfill. The NJDEP has requested certain environmental data concerning
the landfill for such purpose. The NJDEP intends to then determine what
further actions, if any, will be required of Mac. Because of the nature,
scope and timing of NJDEP's decision and information request, the Company
has requested an adjudicatory hearing to contest certain aspects of NJDEP's
decision including the extension of the post-closure care period. Mac's
accrual established for the estimated post-closure maintenance cost at this
site was fully depleted during 2008. Mac will expense ongoing post-closure
maintenance costs as incurred until Mac's obligations with respect to the
site, if any, are determined. The costs of post-closure maintenance and
monitoring of the facility are funded by the Company and cost approximately
$30,000 and $24,000 for the years ended December 31, 2009 and 2008,
respectively.

Kin-Buc. The landfill owned and operated by Kin-Buc (the "Kin-Buc
Landfill"), located in Edison, New Jersey, was placed on EPA's National
Priorities List in 1983. The Kin-Buc Landfill was operated by Kin-Buc
through August 1975 on property both owned and leased by Kin-Buc. From
September 1975 until the landfill ceased operations in November 1977, the
landfill was managed by Earthline Company ("Earthline"), a partnership
formed by Wastequid, Inc. ("Wastequid"), then a wholly-owned subsidiary of
the Company, and Chemical Waste Management of New Jersey, Inc. ("CWMNJ"), a
wholly-owned subsidiary of SCA Services, Inc. ("SCA") and an affiliate of
Waste Management, Inc. ("WMI"). Remediation of the Kin-Buc Landfill and
certain neighboring areas was performed pursuant to Administrative Orders
(the "Orders") issued by EPA in September 1990 and November 1992 to 12
respondents: the Company, Kin-Buc, Earthline, Wastequid, CWMNJ, SCA,
Chemical Waste Management, Inc. (an affiliate of WMI), Filcrest Realty, Inc.
(a wholly-owned subsidiary of the Company) ("Filcrest"), Marvin H. Mahan (a
former director, officer and former principal shareholder of the Company),
Inmar Associates, Inc. (a company owned and controlled by Marvin H.
Mahan)("Inmar"), Robert Meagher (a former director and officer of the
Company and Inmar) and Anthony Gaess (a former director and officer of SCA)
("Gaess").

As previously disclosed, on December 23, 1997, the Company entered into
four agreements which settled a suit in the 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(HAA)) (the "Kin-Buc Cost
Recovery Action") against non-municipal generators and transporters of
hazardous waste disposed of at the Kin-Buc Landfill for contribution towards
the cost of remediating the Landfill, earlier suits and derivative lawsuits
all related to the allocation of costs of remediation. One of the December
23, 1997 agreements provided SCA's Parties commitment to defend and
indemnify the Company from certain future liability for and in connection
with the remediation of the site (the "1997 Settlement Agreement").

Specifically, pursuant to indemnification provisions of the 1997
Settlement Agreement the SCA Parties are to defend and indemnify the
Company from and against (i) all claims, demands and causes of action which
have been made or brought, or hereafter may be made or brought, by the EPA
or any other federal, state or local governmental or regulatory agency,
against the Company, and (ii) all liability, loss, cost and expense
(including reasonable attorneys' fees) which may be suffered or incurred by
the Company, which, in the case of (i) and (ii) above, arise from (y) the
Orders (except for fines or penalties levied or imposed against the Company
for or on account of any of the Company' actions or omissions on or before
the effective date of the 1997 Agreement), or (z) any other orders or
directives, and environmental or other applicable laws, regulations or
ordinances, which are directed against or relate to the Kin-Buc Landfill or
any portion thereof, operations at the Kin-Buc Landfill, the remediation of
the Kin-Buc Landfill (except for the fines and penalties identified in (y)
above), environmental conditions at the Kin-Buc Landfill or conditions
resulting from releases from the Kin-Buc Landfill. The SCA Parties are not
obligated to reimburse the Company for (i) response costs paid by the
Company, on or before the effective date of the 1997 Agreement, or (ii)
attorney's fees, disbursements or other costs and expenses arising from the
Company's prosecution, defense or settlement of the Kin-Buc Cost Recovery
Action or the derivative suits paid or incurred by the Company, on or
before the effective date of the 1997 Agreement.

The SCA Parties shall also defend and indemnify the Company from
and against all claims, demands and causes of action (including toxic tort
and similar claims and causes of action), and all liability, loss, cost and
expense (including reasonable attorneys' fees), which have been, or
hereafter may be made, brought, suffered or incurred by the Company arising
from environmental conditions at, or related to, the Kin-Buc Landfill or
any portion thereof, or the remediation and maintenance of the Kin-Buc
Landfill. Nothing contained herein shall be deemed to obligate the SCA
Parties to reimburse the Company for (i) response costs paid by the Company
on or before the effective date of the 1997 Agreement, or (ii) attorney's
fees, disbursements or other costs and expenses arising from the Company'
prosecution, defense or settlement of the Kin-Buc Cost Recovery Action or
the derivative suits paid or incurred by the Company on or before the
effective date of the 1997 Agreement.

The term Kin-Buc Landfill is defined in the 1997 Settlement
Agreement as the Kin-Buc Landfill together with any real property located
outside the boundaries of the Kin-Buc Landfill into which hazardous
substances or contaminants may have migrated or threatened to migrate from
the Kin-Buc Landfill or to which hazardous substances or contaminants
deposited in the Kin-Buc Landfill finally came to rest or on which
hazardous substances or contaminants were deposited from the operation of
the Kin-Buc Landfill.

The Company remains a responsible party under the aforementioned
Administrative Orders issued by EPA, and continues to incur administrative
and legal costs complying with such Administrative Orders.

On December 30, 2004, Transtech together with Kin-Buc, and Filcrest
executed consent decrees which resolved the claims brought against the
Company and others during 2002 by EPA, the New Jersey Department of
Environmental Protection and New Jersey Spill Compensation Fund regarding
the Kin-Buc Landfill as set forth in the consolidated cases of United States
of America; New Jersey Department of Environmental Protection; and Acting
Administrator, New Jersey Spill Compensation Fund v. Chemical Waste
Management, Inc.; Earthline Company; Filcrest Realty, Inc.; Anthony Gaess;
Inmar Associates, Inc.; Kin-Buc, Inc.; SCA Services, Inc.; SCA Services of
Passaic, Inc.; Transtech Industries, Inc.; Waste Management, Inc.; and
Wastequid, Inc., Civil Action No. 02-2077 (the "Lawsuit") before the U.S.
District Court for the District of New Jersey (the "Court"). EPA sought
payment of past response costs of $4.2 million as of July 1999, allegedly
incurred with respect to the Kin-Buc Landfill. In addition, EPA sought
$18.1 million for penalties for delays allegedly experienced in completing
the remediation pursuant to the Orders. Both amounts were subject to
interest. The New Jersey Department of Environmental Protection and New
Jersey Spill Compensation Fund sought reimbursement of unspecified past
costs allegedly incurred with respect to the Kin-Buc Landfill and for
unspecified alleged Natural Resource Damages. The Court entered the consent
decrees on October 18, 2005. The terms of the 1997 Settlement Agreement
arguably did not provide the Company with complete indemnification against
the penalties sought by EPA in this action.

The 2004 Federal Consent Decree resolved the claims of EPA as alleged in
the Lawsuit. EPA agreed to accept a $2,625,000 cash payment, plus interest
from November 8, 2004, from the WMI Group in satisfaction of EPA's claims
for past response costs against all defendants, including the Company. EPA
agreed to resolve its claim for penalties in exchange for a cash payment of
$100,000, plus interest from November 8, 2004, of which approximately
$35,000 was paid by the Company, plus additional consideration consisting of
(a) the implementation by the Company of an Open Space Preservation Project
through the granting of the Conservation Easements on the Subject Property
(defined below) to the Clean Land Fund ("CLF"), a third party non-profit
organization, thereby preserving the Subject Property as open space in
perpetuity, and through the execution of the Deeds thereby transferring
title of the Subject Property to CLF, (b) the commitment by the Company to
enter into a contract with CLF whereby CLF would develop and implement a
Wetlands Restoration and Land Management Project, described below, for
parcels of the Subject Property together with, if possible, certain
neighboring properties owned or leased by third parties all in accordance
with the Federal Consent Decree, and (c) an initial payment of $108,000 to
CLF to fund its work related to (a) and (b) above, of which the Company paid
$68,000 in December 2004, pursuant to the CLF Contract. An additional
$15,000 shall be paid to CLF, $5,000 of which shall be paid by the Company,
if certain events transpire.

The Subject Property consists of one parcel of approximately 25 acres
owned by Kin-Buc upon which a portion of the Kin-Buc Landfill is situated
and parcels totaling approximately 74 acres of predominately wetlands in the
vicinity of the Kin-Buc Landfill owned by Filcrest. The Kin-Buc parcel and
certain of the Filcrest parcels were undergoing remediation pursuant to the
Orders and performed by SCA.

The EPA may impose financial penalties on the Company if the Company or
CLF should fail to adhere to the terms and conditions of the Federal Consent
Decree. A $100,000 penalty may be imposed under certain circumstances if
the CLF Contract is abandoned by the Company. If CLF is unwilling or unable
to fulfill the CLF Contract, the Company must make its best effort to find a
suitable replacement and obtain EPA approval of such replacement. Other
violations may each be subject to a penalty of $500 per day. The Company
and CLF may be substantially relieved from the development and
implementation of the Plans if EPA determines the Plans cannot be completed
in accordance with the terms of the Federal Consent Decree.

The 2004 State Consent Decree addresses the claims of the New Jersey
Department of Environmental Protection and New Jersey Spill Compensation
Fund (the "NJ Agencies"). The NJ Agencies agreed to resolve their claims
against the defendants in exchange for a cash payment of $110,000 from the
WMI Group and the commitment of the WMI Group to perform wetlands
restoration on certain property in the vicinity of the Kin-Buc Landfill,
including certain parcels of the Subject Property.

The Township of Edison owns the majority of the real property which
adjoins or surrounds the Subject Property deeded to CLF by the Company in
December 2004. CLF has not yet been successful in its effort to obtain the
consent of the Township of Edison to incorporate portions of its land into
the Wetlands Restoration and Land management Project, and to gain access to
the Township's land in order to perform its obligations pursuant to the CLF
contract. As a result, the implementation of the Plans has been delayed,
and certain of the milestones specified within the Federal Consent Decree
have not been achieved. However, EPA has been kept informed of CLF's
efforts and has participated in certain negotiations between CLF and the
Township of Edison. EPA has indicated that it does not, at this point,
intend to impose the financial penalties discussed above.

The construction required pursuant to the Orders was completed in 2002.
In conjunction with the remediation, 26 acres of undeveloped land
neighboring the site and owned by a wholly-owned subsidiary of the Company
were utilized for the construction of the containment system, treatment
plant and related facilities. Maintenance of remedial systems installed at
the site and operation of a fluid treatment plant that was constructed to
treat fluids at the site are required for a 30-year period beginning in
1995. Operation of the treatment plant and maintenance of the facilities is
being conducted by an affiliate of SCA. The Company had spent in excess of
$19.5 million on the remediation of the Kin-Buc Landfill and on correlative
actions as a result of the remediation effort. The total cost of the
construction, operations and maintenance of remedial systems over this
period plus the cost of past remedial activities, was estimated at the time
of the December 1997 settlement to be in the range of $80 million to $100
million.

Other areas within the vicinity of the Kin-Buc Landfill also may become
the subject of future studies due to the historic use of the area for waste
disposal operations.

Waste Handling Operations. The Company participated in the waste
treatment and handling industries during the 1960s and 1970s, and has been
named as a potentially responsible party ("PRP") at sites requiring
remediation. The Company has been named a PRP at the following sites listed
on the National Priorities List: the Scientific Chemical Processing
Superfund Site, the Berry's Creek Study Area and the Chemsol Superfund Site.
A discussion of these three sites follows. In addition, during the period
of 2004 through 2006 the Company has been named a de minimis PRP of the
Spectron Superfund Site located in Elkton, Maryland, and Ward Transformer
Superfund Site located in Raleigh, North Carolina. The Company charged
$84,000 to earnings in 2004 in recognition of a settlement of claims
regarding the Spectron Superfund Site. Research to determine the extent of
the Company's involvement with respect to the Ward Transformer site has lead
to its removal from the list of potentially responsible parties during 2008.

Scientific Chemical Processing ("SCP") Superfund Site (EPA ID#
NJD070565403). The site, also referred herein as the Carlstadt Site,
includes the 5.9 acre property located at 216 Paterson Plank Road, in the
Borough of Carlstadt, Bergen County New Jersey. Throughout the late 1960s
and 1970s Inmar Associates, Inc. or its predecessor corporations held title
to some or all of the SCP site. The Company had operated a solvents recovery
facility at the site, and ceased operations there in 1970. The SCP site was
listed on EPA's National Priorities List on September 1, 1983 and is
currently vacant.

The site's remediation is being addressed in three stages: immediate
actions and two long-term remedial phases. To address the immediate threats
posed by the contaminants, 55 tanks and one tank trailer were removed
between 1985 and 1986. The first long-term remedial phase focuses on
cleanup of the on-site, shallow ground water and soil, while the second
focuses on cleanup of the deeper aquifer and off-site ground water
contamination. On May 17, 1985, EPA issued notice letters to approximately
140 Potentially Responsible Parties ("PRPs") offering them the opportunity
to undertake a Remedial Investigation/Feasibility Study ("RI/FS") at the SCP
site. A group of 108 PRPs entered into an Administrative Order on Consent
(Index No. II-CERCLA-50114) for the performance of the RI/FS on September
30, 1985. On October 23, 1985, a group of 31 PRPs were issued a Unilateral
Order (Index No. II-CERCLA-60102) which mandated that they fully participate
in the efforts of, and cooperate with, those parties who entered the
Administrative Order on Consent with EPA for performance of the RI/FS. On
September 28, 1990, EPA issued a Unilateral Order (Index No. II-CERCLA-
00116) to 43 respondents, including the Company, requiring them to perform
the first operable unit ("OU1") remedy which included installation of a
slurry wall, infiltration barrier, a shallow groundwater extraction system,
off-site disposal of the collected groundwater, and operation and
maintenance of the interim remedy. The construction of the interim remedy
was completed in June 1992. On August 12, 2002, EPA issued a Record of
Decision selecting the remedy for the second operable unit ("OU2") at the
SCP site. OU2 involves the remediation of on-site soils, a sludge area of
approximately 4,000 square feet, the capping of the entire area
circumscribed by the existing slurry wall, and improvements to ground water
collection system and infiltration barrier. During September and November
2002, EPA notified a group of 81 PRPs, including the Company, of their
potential responsibility regarding the implementation of OU2 and the
reimbursement of EPA for its alleged costs. During 2004 EPA entered into a
Consent Decree with 69 of the PRPs, and issued an Unilateral Administrative
Order to the non-participating PRPs, including the Company, to co-operate
with those parties under-taking the OU2 remedy. The EPA estimated the
present value of the selected remedy would be $7.5 million which includes
capital cost of $4.7 million plus annual O&M costs of $180,000 per annum.
Work toward the implementation of OU2 began April 2008 and EPA estimates it
will be completed during 2010. The investigation to determine the full
extent of off-site contamination, and a feasibility study to explore various
cleanup options is currently being prepared, and the remedy selected in
2011. See Part I, Item 3. - Legal Proceedings for further discussion of
matters regarding the Carlstadt site.

Berry's Creek Study Area (EPA ID# NJD980529879). The Company was one of
158 recipients of a Notice of Potential Liability and Request to Perform
Remedial Investigation/Feasibility Study (the "Notice"), dated March 9,
2006, and issued by EPA regarding the contamination of the Berry's Creek
Study Area (the "Creek Area") located in Bergen County, N.J, which is
considered a phase of the Ventron/Velsicol Superfund Site remediation. A
tributary adjacent to the SCP Site in Carlstadt, N.J. flows into Berry's
Creek. The Creek Area includes the approximately seven mile long water
body known as Berry's Creek, a canal, all tributaries to Berry's Creek and
related wetlands. Tidal areas of the river into which Berry's Creek
empties are also subject to the Notice. Each recipient of the Notice is a
potentially responsible party under CERLA, and may be held liable for the
cleanup of the Creek Area and costs EPA has incurred with regard to the
Creek Area. The investigation and feasibility study regarding the scope of
the contamination of the Creek Area is being conducted by a group of 100
potentially responsible parties. EPA publications report field work began
in May 2009, and that it will take approximately five years from the
commencement of field work to develop potential cleanup solutions. Since no
discovery has taken place concerning allegations against the Company, it is
not possible to estimate the Company's ultimate liability with respect to
the Creek Area.

Chemsol Superfund Site (EPA ID# NJD980528889). Approximately 100 PRPs have
been conducting remediation of this approximately 40 acre site, also
referred herein as the Tang Site, located in Piscataway, New Jersey and
owned by Tang Realty, Inc. ("Tang"), a company owned and controlled by
Marvin H. Mahan (a former director and officer, and former principal
shareholder of the Company). This site was listed on EPA's National
Priorities List on September 1, 1983. As of October 1990, the Company had
paid approximately $4,300,000 to Tang in reimbursement for damages and
actual remediation costs incurred. During November, 2001 the United States
Department of Justice on behalf of EPA, filed suit against Transtech
Industries, Inc. (the "Company"), entitled United States of America v.
Transtech Industries, Inc., in the United States District Court, District of
new Jersey (Case No. 01-5398 (WGB)), seeking reimbursement for $2,900,000 of
response costs allegedly associated with the site. During April 2004 the
District Court approved a consent decree resolving the claims against the
Company in exchange for a $100,000 payment toward the response costs.

Part I, Item 1A. Risk Factors.
Not applicable.

Part I, Item 1B. Unresolved Staff Comments.
Not applicable.

Part I, Item 2. Properties.

1. A subsidiary of the Company, Filcrest Realty, Inc., owns parcels of
land totaling approximately 53 acres in Edison Township, Middlesex County,
New Jersey, which are currently un-improved vacant land. This property is
located in the vicinity of the Kin-Buc, Inc. property (see Paragraph 5 below
and Part I, Item 1. Prior Operations, Kin-Buc). Approximately 74 acres of
Filcrest's property was conveyed to a third party as of December 30, 2004 in
conjunction with the settlement of claims brought by EPA. Approximately 17
acres of Filcrest's remaining property has been dedicated to the remediation
of areas neighboring the Kin-Buc, Inc. property. Approximately 37 acres of
Filcrest's remaining property are leased to an unrelated party pursuant to a
99 year lease executed in 1981. Such lessee operated a landfill on this
property through 1987. Edison Township obtained an easement on and over
approximately 0.48 acres of this property, which is discussed below.

2. One of the Company's subsidiaries, Kinsley's Landfill, Inc., owns
approximately 263 acres in Deptford Township, Gloucester County, New Jersey.
The subsidiary operated a landfill on approximately 110 acres of this site
through February 1987. This landfill is now undergoing post-closure
maintenance procedures. This property is included in an area designated as
the Five Points Redevelopment Area which is discussed below.

3. Another subsidiary Birchcrest, Inc. owns approximately 105 acres in
Deptford Township, Gloucester County, New Jersey. This property is included
in an area designated as the Five Points Redevelopment Area which is
discussed below.

4. Another subsidiary of the Company, Mac Sanitary Land Fill, Inc.,
leased approximately 88 acres in Deptford Township, Gloucester County, New
Jersey for use as a landfill site until February 1977. At that time, the
lease was terminated in accordance with provisions of the lease which
permitted termination when and as the landfill reached the maximum height
allowed under New Jersey law. Mac currently conducts post-closure
maintenance procedures at the site.

5. The approximately 27 acre site owned by Kin-Buc, Inc., another
subsidiary of the Company, in Edison Township, Middlesex County, New Jersey,
was conveyed to a third party as of December 30, 2004 in conjunction with
the settlement of claims brought by EPA. Kin-Buc, Inc. had operated a
landfill on the site. At present, post-closure maintenance procedures are
conducted at the site by SCA (see Part I, Item 1. Prior Operations, Kin-
Buc).

6. The Company leases 2,499 square feet for use as its principal
executive offices in Piscataway, New Jersey pursuant to a lease initiated in
February 1992. The lease was extended by amendment dated as of January 31,
2005. Monthly rent and utility reimbursement equals: $3,621 February 1,
2007 through January 31, 2009; $3,724 February 1, 2009 through the lease
expiration on March 31, 2010. The lease payment is subject to adjustment
increases in specified costs borne by the landlord.

7. In December 2004 the Company entered into a one-year lease,
renewable annually, for a 120 sq. ft. office in Sarasota, Florida, which the
Company allowed to expire in January 2009. The monthly rent and related
charges equal approximately $1,300 per month for both 2008 and 2007.

The Company is pursuing the disposition of its remaining property
through the sale of individual parcels and/or groups of parcels. The
Company is unable to determine when sale(s) of the remaining parcels will
ultimately be consummated and proceeds received given their location,
access issues and the location of wetlands on certain parcels.

Edison Township Property

The Company's wholly owned subsidiary, Filcrest Realty, Inc. owns
approximately 53 acres of undeveloped property in Edison Township, N.J.
Edison Township has requested that Filcrest Realty, Inc. grant it an
easement on 0.48 acres of this property to install a shoreline walkway on
certain lots situated along the Raritan River. This property was included
in the area remediated pursuant to Administrative Orders issued by the EPA
(see Part I, Item 1. Business, Prior Operations, Kin-Buc). The Company
denied the Township's request believing the structure and location proposed
by the Township will adversely impact the value of that entire tract which
totals approximately 15 acres. During April 2008, the Township of Edison
brought suit against the Company to commence condemnation proceeding on the
0.48 acres for which the easement is sought (see Part I, Item 3. Legal
Proceedings, Edison Township Property).

Five Points Redevelopment Area

The Company owns approximately 364 contiguous acres in the Township of
Deptford, N.J. (the "Township"). Approximately 110 of the 364 acres are
occupied by the closed Kinsley's Landfill, which is owned by the Company's
wholly owned subsidiary, Kinsley's Landfill, Inc. On December 10, 2007 the
Township's Mayor and Town Council approved a resolution designating an
area, including approximately 342 acres of the Company's property, as an
area in need of redevelopment in accordance with New Jersey Statute
40A:12A-5. This action follows the Township's Planning Board's August 8,
2007 approval of the study prepared by the Township's planner entitled
"Five Points Study Area, Preliminary Investigation: Determination of an
Area in Need of Redevelopment" (the "Five Points Study"). The Five Points
Study concluded that the subject area (the "Five Points Study Area") should
be designated a redevelopment area pursuant to the New Jersey Local Housing
and Redevelopment Law. During September 2007, two subsidiaries of
Transtech commenced litigation against the Planning Board of the Township of
Deptford. During December 2007, the complaint was amended to include The
Township of Deptford, Benderson Properties, Inc. and certain of its
affiliates as defendants. The suit seeks, among other remedies, to reverse
and set aside the Township's Planning Board approval of the 2007 study
prepared by the Township's planner. See Part I, Item 3. Legal Proceedings,
Five Points Redevelopment Zone, for a discussion of this matter.

Part I, Item 3. Legal Proceedings.

Five Points Redevelopment Zone

This action follows the Township's Planning Board's August 8, 2007
approval of the study prepared by the Township's planner entitled "Five
Points Study Area, Preliminary Investigation: Determination of an Area in
Need of Redevelopment" (the "Five Points Study"). The Five Points Study
concluded that the subject area (the "Five Points Study Area") should be
designated a redevelopment area pursuant to the New Jersey Local Housing
and Redevelopment Law.

The designation of a redevelopment area under the New Jersey Local
Housing and Redevelopment Law grants a municipality many options to achieve
its objectives regarding the ultimate redevelopment of property located
within the redevelopment area. For example, municipalities have the
authority to designate a third party (generally a land developer) to
develop the redevelopment area in a manner consistent with the
municipalities' redevelopment plan for the area. In addition, in order to
advance the redevelopment project, municipalities may acquire property in
the redevelopment area for redevelopment through good faith negotiations
between the property owner and the designated redeveloper or through their
powers of eminent domain, compensating the property owner for its fair
market value.

The process to determine the ultimate redevelopment plan for that
redevelopment area may take years to complete, and impact the use or sale
of property located within the redevelopment area during the process.
There is no specific time frame set forth in the Local Housing and
Redevelopment Law for completion of a redevelopment project. The owner of
property included in a redevelopment area may initiate suit against a
municipality to challenge the creation of the redevelopment area, the
designation of a redeveloper, the adoption of a redevelopment plan and/or
the amount of compensation offered for property.

During September 2007, the two subsidiaries of Transtech that owned the
property commenced litigation entitled Kinsley's Landfill, Inc., and
Birchcrest, Inc. v. Planning Board of the Township of Deptford (No. L-
001536-07) in the Superior Court of New Jersey, Law Division, Gloucester
County. During December 2007, the complaint was amended to include The
Township of Deptford, Benderson Properties, Inc. and certain of its
affiliates as defendants. The suit seeks, among other remedies, to reverse
and set aside the Township's Planning Board approval of the 2007 study
prepared by the Township's planner. Proceedings have been stayed pending
the outcome of mediation begun during March 2009. Settlement discussions
are continuing.

Edison Township Property

The Company's wholly owned subsidiary, Filcrest Realty, Inc. owns
approximately 53 acres of undeveloped property in Edison Township, N.J.
Edison Township requested that Filcrest Realty, Inc. grant it an easement on
approximately 0.48 acres of this property to install a shoreline walkway on
certain lots situated along the Raritan River. This property was included
in the area remediated pursuant to Administrative Orders issued by the EPA
in September 1990 and November 1992 (see the section of Part I, Item 1.
Prior Operations, Landfill, Kin-Buc). The Company denied the Township's
request believing the structure and location proposed by the Township will
adversely impact the value of that entire tract which totals approximately
15 acres. The Township's appraiser set the value of the easement at $15,000
which the Company regards as too low. The Company has offered to sell the
15 acres to the Township for a higher price which the Township declined.
During April 2008 the Township of Edison brought suit against the Company in
the Superior Court of New Jersey entitled Township of Edison v. Filcrest
Realty, Inc. (No. MID-L-02173-08) to commence condemnation proceeding on the
0.48 acres for which the easement is sought. On June 23, 2008 the Superior
Court ruled in favor of the Township, authorizing it to acquire, by eminent
domain, an easement over the shore-line property. On August 5, 2008, the
Company filed an appeal of the Superior Court's decision with the Appellate
Division entitled Township of Edison v. Filcrest Realty, Inc. (No, A-005891-
07T2). The Company also filed a motion with the Superior Court to stay
further action by the Township pending outcome of the appeal on August 8,
2008, which was denied by the Court during September 2008. On July 28, 2009
the Appellate Division affirmed the Superior Court's June 2008 decision.

In March 2009, a panel of Commissioners heard testimony related to the
value of the land affected by the easement, and increased the valuation to
approximately $46,000. On April 20, 2009, the Company filed an appeal of
the Commissioner's valuation with the Superior Court and requested a jury
trial to determine this issue. Proceedings have been stayed pending the
outcome of continuing settlement discussions.

The Carlstadt SCP Site

Transtech was one of 43 respondents to a September 1990 Administrative
Order of EPA concerning the implementation of interim environmental
remediation measures at a site in Carlstadt, New Jersey owned by Inmar and
allegedly operated by Transtech as a solvents recovery plant for
approximately five years ending in 1970. The site is known as the
Scientific Chemical Processing Superfund Site (the "SCP Site").

In 1988, Transtech, Inmar and Marvin H. Mahan were sued in a civil
action in the United States District Court for the District of New Jersey
entitled AT&T Technologies, Inc. et al. v. Transtech Industries, Inc. et al.
v. Allstate Insurance Company et al. (the "AT&T Suit") by a group of
generators of waste alleging, among other things, that the primary
responsibility for the clean-up and remediation of the SCP Site rests with
Transtech, Inmar and Marvin H. Mahan, individually.

In September 1995, the Court approved a settlement of the AT&T Suit
among Transtech, Inmar, Marvin H. Mahan, the SCP Cooperating PRP Group and
other generators and transporters of waste handled at the SCP Site who had
contributed to the costs of the remediation of the site. Pursuant to such
settlement, Transtech, Inmar and Marvin H. Mahan agreed to (i) pay $4.1
million of proceeds from settlements with primary insurers of a coverage
action brought by the Company and Inmar against their primary and excess
insurers, (ii) pay an additional $145,000 ($72,500 from Transtech and
$72,500 from Inmar and Marvin H. Mahan), and (iii) assign certain of their
SCP Site-related insurance claims against excess insurers (see "Insurance
Claims for Past Remediation Costs" above) in exchange for a complete release
from these parties of all liability to them arising from or on account of
environmental contamination at the SCP site and the parties' remediation of
the same.

Notwithstanding the September 1995 settlement, the Company may have
liability in connection with the SCP Site to EPA for its costs of overseeing
the remediation of the site, and to parties who had not contributed to the
remediation at the time the settlement was approved but who may later choose
to do so (see Part I, Item 1. Prior Operations, Waste Handling Operations,
SCP).

On various occasions during the period of 2003 through 2007, the
Company requested a complete and detailed accounting of the actual total
expenditures for the remediation work completed at the SCP Site from the
SCP Cooperating PRP Group. The SCP Cooperating PRP Group denied the
request but alleged that, in the aggregate, $15 million has been expended
in regard to the site. The Company, as stated above, together with the
property owner, Inmar Associates, Inc., had contributed $145,000 cash and
$4.1 million of proceeds from the settlement with primary insurance
carriers in 1995, an additional $12.0 million from the Company's October
2001 settlement with its excess insurance carriers and an additional
$250,000 in 2005 from the claims being pursued against the insolvent excess
carriers, to a Qualified Settlement Fund established to fund costs incurred
for the remediation of the Carlstadt SCP Site which is administered by the
SCP Cooperating PRP Group. Such contributions total $16,450,000, plus
interest earned, which the Company believes should more than satisfy the
share of remediation costs which may be found attributable to the Company
for the SCP Site and any contamination or damage caused offsite.

On October 2, 2007, the Company filed a motion under the previously
reported action in the 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), seeking an Order compelling the SCP
Cooperating PRP Group to account for how and how much it has spent of the
$16,450,000 paid by the Company. The October 2007 motion was denied by the
Superior Court in January 2008. In January 2008 the Company filed an
appeal of the Superior Court's decision with the Superior Court of New
Jersey Appellate Division entitled Transtech Industries, Inc. v. Certain
Underwriters at Lloyds London and SCP Carlstadt PRP Group, (Docket No. A-
002604-07T2). During July 2009, the Appellate Division affirmed the
decision of the Supreme Court. The Company, on advice from counsel,
decided not to challenge the Appellate Division's ruling.

Insurance Claims for Past Remediation Costs

During 1995, Transtech and its wholly-owned subsidiaries Kin-Buc, Inc.
and Filcrest Realty, Inc. commenced suit in the 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 to obtain
indemnification from its excess insurers who provided coverage during the
period 1965 through 1986 against costs incurred in connection with the
remediation of sites in New Jersey (the "Lloyds Suit"). The defendant
insurers included various Underwriters at Lloyd's, London and London Market
insurance companies, First State Insurance Company and International
Insurance Company collectively referred to herein as "Defendant Insurers".

In conjunction with the September 1995 settlement of litigation
regarding the allocation of remediation costs associated with the SCP Site,
the Company assigned certain of its claims for remediation costs incurred at
the SCP site to a group of potentially responsible parties who were leading
the remediation efforts at the SCP Site (the "SCP Cooperating PRP Group").

During February 2002, an October 2001 settlement agreement among the
Company, the SCP Cooperating PRP Group and certain Defendant Insurers was
consummated (the "October 2001 Settlement Agreement"). The Company's share
of the October 2001 Settlement Agreement proceeds paid during February 2002
was approximately $13,013,000 of which $3,500,000 was placed in escrow
pending the outcome of litigation regarding the arbitration with SCA
Services, Inc. discussed below. The October 2001 Settlement Agreement is
intended to be a full and final settlement that releases and terminates all
rights, obligations and liabilities of participating Defendant Insurers, the
Company and the SCP Cooperating PRP Group with respect to the subject
insurance policies.

Some of the Defendant Insurers are insolvent. The estates of some of
these insolvent insurers have sufficient assets to make a partial
contribution toward claims filed by the Company. Pursuant to their
respective liquidation plans, the estates of insolvent insurers make
payments toward agreed claims based upon the amount of their recovered
assets and expenditures funded from such assets. The estates may elect,
based upon their financial situation, to make additional distributions
toward agreed claims, however there are no assurances that distributions
will be paid. As previously disclosed, during the years ended December 31,
2005, 2006 and 2007 the Company received payments totaling $4,514,000,
$600,000 and $87,000, respectively, with respect to settled claims against
the estates of insolvent insurers.

During the year ended December 31, 2008 the Company received
supplemental distributions totaling $58,000 from the estates of two
insolvent insurers. During the year ended December 31, 2009 the Company
received supplemental distributions totaling $112,000 from the estates of
five insolvent carriers.

The solvent and insolvent Defendant Insurers from whom the Company has
received payment represent approximately 98% of the value of the coverage
provided under the policies that were the subject of the Lloyds Suit, as
measured by the liability apportioned to each of the Defendant Insurers at
the time of the October 2001 settlement. There is no assurance that the
Company will receive future payments with respect to its claims against the
Defendant Insurers.

SCA & SC Holdings, Inc.

In conjunction with the 1997 settlement of the litigation related to
the Kin-Buc Landfill discussed above (Item I, Part 1. Prior Operations,
Landfills, Kin-Buc), the Company agreed to allow SCA to claim against a
portion of the proceeds arising from its lawsuit against its excess
insurance carriers discussed above. The maximum amount which could be found
to be payable to SCA from the Lloyds Suit settlement proceeds, $3.5 million,
was placed directly into escrow until the amount of such obligation was
determined in accordance with the terms of the 1997 settlement. 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 that calculation, contending it was owed
$3.5 million. Unable to resolve the disputed issues, during August 2002 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. On February 6, 2004 the arbitrator issued the final of three
conflicting rulings, finding in favor of SCA awarding it $3.5 million.

The Company filed a motion under the Kin-Buc Cost Recovery Action (the
existing case in the United States District Court for the District of New
Jersey) under which claims related to the 1997 Agreement had been addressed
during February 2004 to either vacate or modify the arbitrator's award.
The arbitrator's ruling was affirmed by the District Court on October 28,
2005. In December, 2005 the Company filed an appeal of the District
Court's ruling with the United States Court of Appeals for the Third
Circuit (No. 05-5246). The Appeals Court rendered its decision on March
24, 2008 affirming the District Court's decision. The Company then
petitioned for a rehearing of this decision with the Appeals Court on April
9, 2008. On June 24, 2008, the Appeals Court denied the Company's petition.
The Company, on advice from counsel, decided not to challenge the Appeals
Court decision which would have required a hearing before the U.S. Supreme
Court.

Given the $3.5 million, plus accumulated interest, was placed in escrow
and not reflected on the Company's financial statements, the Court's
decision resulted in no impact on the Company's financial statements. The
$3.5 million was released to SCA during 2008. The interest earned from
February 14, 2004 was due to SCA and the remainder due the Company. The
interest, less an amount retained for taxes and escrow related expenses, was
paid during January 2009, at which time the Company received approximately
$67,000.

General

With respect to the ongoing matters described above, the Company is
unable to predict the outcome of these claims or reasonably estimate a range
of possible loss given the current status of the claims. However, the
Company believes it has valid defenses to these matters and intends to
contest the charges vigorously.

In the ordinary course of conducting its business, the Company becomes
involved in certain lawsuits and administrative proceedings (other than
those described herein), some of which may result in fines, penalties or
judgments being assessed against the Company. The management of the Company
is of the opinion that these proceedings, if determined adversely
individually or in the aggregate, are not material to its business or
consolidated financial position.

The uncertainty of the outcome of the aforementioned litigation and the
impact of future events or changes in environmental laws or regulations,
which cannot be predicted at this time, could result in reduced liquidity,
increased remediation and post-closure costs, and other potential
liabilities. A significant increase in such costs could have a material
adverse effect on the Company's financial position, results of operations
and net cash flows. The Company may ultimately incur costs and liabilities
in excess of its available financial resources.

Part I, Item 4. [Removed and Reserved]

PART II

Part II, Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases
of Equity Securities.

The information required under this Item is incorporated herein by
reference to the Company's Annual Report to Stockholders filed herewith as
Exhibit 13.

Part II, Item 6. Selected Financial Data.

Not applicable.

Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

The information required under this Item is incorporated herein by
reference to the Company's Annual Report to Stockholders filed herewith as
Exhibit 13.

Part II, Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

Part II, Item 8. Financial Statements and Supplementary Data.

The information required under this Item is incorporated herein by
reference to the Company's Annual Report to Stockholders filed herewith as
Exhibit 13.

Part II, Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure.

None.

Part II, Item 9A. Controls and Procedures.

Not applicable.

Part II, Item 9A(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company's management evaluated, with the participation of its
principal executive officer and principal financial officer, the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act
of 1934, as amended) as of the end of the period covered by this report.
Based on such evaluation, the principal executive officer and the principal
financial officer of the Company concluded that these disclosure controls
and procedures were effective as of such date, at a reasonable level of
assurance, in ensuring that the information required to be disclosed by the
Company in the reports that it files or submits under the Securities
Exchange Act of 1934, as amended, is (i) accumulated and communicated to
our management (including the principal executive officer and principal
financial officer) in a timely manner, and (ii) recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.

Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting, as such
term is defined in Rules 13a-15(f) under the Exchange Act. The Company's
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United
States of America. Internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company's assets that could have a material effect on the interim or annual
consolidated financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of the Company's internal
control over financial reporting based on the criteria in Internal Control
- Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation, management has
concluded that the Company's internal control over financial reporting was
effective as of December 31, 2009. This annual report does not include an
attestation report of our registered public accounting firm regarding
internal control over financial reporting pursuant to temporary rules of
the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act
of 1934, as amended) during the Company's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, its
internal control over financial reporting.

Part II, Item 9B. Other Information.

None.

PART III

Part III, Item 10. Directors, Executive Officers and
Corporate Governance.

Directors and Executive Officers of the Company

Robert V. Silva (66) - President and Chief Executive Officer and a
director of the Company from April 1991 and Chairman of the Board of
Directors from November 1991. Mr. Silva served as a consultant to the
Company from December 1990 until his appointment in April 1991 as an
officer of the Company. Mr. Silva was employed from September 1987 to
December 1990 as Executive Vice President of Kenmare Capital Corp.
("Kenmare"), an investment firm, and provided financial and management
consulting services to companies acquired by Kenmare's affiliates. In
connection with such financial and management services, Mr. Silva served as
Vice President and a Director of Old American Holdings, Inc. and, its
subsidiary from 1988 to 1990, and Vice President and a Director of Compact
Video Group, Inc. and its subsidiaries from 1988 to 1991 and of Manhattan
Transfer/Edit, Inc. from 1989 to 1991. Mr. Silva also served as a Director
of General Textiles from 1989 to 1991. From June 1985 to September 1987,
Mr. Silva served as Vice President of, and provided management consulting
services to, The Thompson Company, a private investment firm controlled by
the Thompson family of Dallas, Texas. Mr. Silva served as Chairman and
Chief Executive Officer of Hunt Valve Company, Inc., a former subsidiary of
the Company, from March 1, 1996 to his resignation effective January 1,
1997, and as a Director of Hunt from March 1996 to August 1998. Mr. Silva
also served as Vice President and a Director of ValveCo Inc., the entity
which acquired Hunt, from October 10, 1995 to his resignation effective
January 1, 1997, and was a stockholder in ValveCo Inc. from March 1, 1996
through August 1998. From September 1996 to February 14, 1997, Mr. Silva
served as a Director of Hunt's subsidiary, Hunt SECO Engineering, Ltd. and
its subsidiaries. Mr. Silva is also the principal of Robert V. Silva and
Company, LLC., a private investment firm. Mr. Silva served as Chairman and
Chief Executive Officer of Fab-Tech Industries of Brevard, Inc. from
September 1998 through November 1, 2000 and March 31, 2000, respectively.
He continued to serve as a Director of Fab-Tech until his resignation in
September 2002. Mr. Silva also served as a Director of Indesco
International, Inc. from October 2000 through February 2002. Mr. Silva has
extensive commercial banking and corporate executive experience, including
serving as chairman and senior executive of a number of businesses. He
also has extensive business contract and legal experience. Mr. Silva's
former wife is the sister-in-law of Gary Mahan, the son of Marvin H. Mahan
and Ingrid T. Mahan.

In 2002, Mr. Silva was subjected to a summary proceeding under New
Jersey's Domestic Violence Act. Mr. Silva denied all of the allegations of
the domestic violence complaint. The civil trial court conducted a summary
proceeding and concluded at the end of it that Mr. Silva had committed an
act of domestic violence. Mr. Silva filed an appeal of that finding. The
Appellate Court reversed the Trial Court's determination finding that the
trial judge had conducted those proceedings in such a manner as to
constitute a manifest miscarriage of justice. The case was remanded for a
second trial. At the end of the second trial, the trial judge concluded
that Mr. Silva had committed an act of domestic violence relying in large
part on a timeline that the trial court had developed on its own. Mr.
Silva's attorneys filed a motion to the trial court to reconsider its
decision based on extrinsic evidence including cellular telephone/tower
information which fixed Mr. Silva's geographic location in such a way that
convinced this civil trial court that Mr. Silva could not have committed
the act of domestic violence. Specifically, in December 2005 the civil
trial court concluded that Mr. Silva had perfected his defense of
impossibility and then made an express finding that he had not committed an
act of domestic violence. The purported victim filed an appeal of this
second domestic violence decision. That appeal was argued before the
appellate division and denied in May 2006. The initial decision of the
civil court back in 2002 resulted in the issuance of three criminal
indictments including assault all based on allegations which were identical
to those tried in the civil court. After the final civil court and
appellate court rulings Mr. Silva was again indicted in October 2008 on the
same basis as in 2002. Mr. Silva obtained separate criminal defense
counsel for these charges and has pleaded not guilty. Mr. Silva has been
so far precluded from using his civil court exoneration in the criminal
case and is aggressively defending and moving to dismiss all of these
allegations in the criminal court. The Company has reviewed all of these
allegations and the court proceedings and concludes that the decision of
the second domestic violence court that Mr. Silva did not commit an act of
domestic violence is correct. The pending allegations do not affect the
Company's assessment of Mr. Silva's integrity or his ability to perform
fully his functions as Chief Executive Officer. The Company fully supports
Mr. Silva and expects him to be completely exonerated.

Andrew J. Mayer, Jr. (54) - Vice President-Finance and Chief Financial
Officer of the Company from November 1991 and a director of the Company from
December 1991 and, from April 1992, Secretary of the Company. From 1988 to
November 1991, Mr. Mayer served as Vice President, Secretary and Treasurer
of Kenmare. In connection with management and financial services provided
by Kenmare, Mr. Mayer served in a variety of capacities for the following
companies: Old American Holdings, Inc. and its subsidiary from 1988 to
1991; The Shannon Group, Inc. and its subsidiaries from 1988 to 1990;
Detroit Tool Group, Inc. and its subsidiaries from 1989 to 1990; Compact
Video Group, Inc. from 1988 to 1991; Manhattan Transfer/Edit, Inc. from 1989
to 1991; and General Textiles from 1989 to 1990. Mr. Mayer served as
Executive Vice President of Hunt Valve Company, Inc., a former subsidiary of
the Company from March 1, 1996, the date the Company sold Hunt, to his
resignation effective January 1, 1997. Mr. Mayer served as Vice President -
Chief Financial Officer of ValveCo Inc. from April 3, 1996 through his
resignation effective January 1, 1997, and was a stockholder in ValveCo Inc.
from March 1, 1996 through August, 1998. From September 1996 to February
14, 1997, Mr. Mayer served as a Director of Hunt's subsidiary, Hunt SECO
Engineering, Ltd. and its subsidiaries. Mr. Mayer also served as a
Director, Chief Financial Officer and Secretary of Fab-Tech Industries of
Brevard, Inc. from September 1998 through November 1, 2000. He continued to
serve as a Vice President of Fab-Tech until his resignation in September,
2002. These senior positions have provided Mr. Mayer with broad experience
with the operational, financial and administrative management of diverse
businesses, and the acquisitions and divesture of businesses.

Arthur C. Holdsworth, III (61) - Mr. Holdsworth served as a director of
the Company from 1988 to his resignation on October 28, 2009. Since June
1999, Mr. Holdsworth has been General Sales Manager at the Tilcon NJ
Division of Tilcon NY, Inc. From August 1991 through June 1999 Mr.
Holdsworth was Vice President of Sales at Millington Quarry, Inc. Mr.
Holdsworth is an experienced senior sales and marketing executive in the
construction supply industry. Prior to that and from 1977, Mr. Holdsworth
was General Manager of Dallenbach Sand Co., Inc. Members of the Mahan
family own Millington Quarry, Inc. and previously owned Dallenbach Sand Co,
Inc. Mr. Holdsworth is the brother-in-law of Roger T. Mahan, a controlling
shareholder of the Company.

Compliance with Section 16(a) of Securities
Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of
such forms furnished to the Company, or written representations that no
Forms 5 were required, the Company believes that during the Company's fiscal
year ending December 31, 2009 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.

Code of Ethics

As part of the Company's system of corporate governance, the Board of
Directors has adopted a Code of Ethics that is applicable to all employees
and specifically applicable to the chief executive officer and chief
financial officer. The Code of Ethics is filed as Exhibit 14 to this Form
10-K and is also available on the Company's website at
www.Transtechindustries.com. The Company intends to disclose any changes in
or waivers from the Code of Ethics by filing a Form 8-K or by posting such
information on the Company's website.

Corporate Governance

There have been no changes in any procedures by which security holders
may recommend nominees to the Company's board of directors. In addition,
the Company currently has no specific audit committee. Andrew J. Mayer,
Jr., board member and Chief Financial Officer, would satisfy the
requirements of an "audit committee financial expert" pursuant to Item
407(d)(5)(ii) of Regulation S-K, but, as an executive officer of the
Company, would not be considered independent under NASDAQ or SEC rules.

Part III, Item 11. Executive Compensation.

A. Summary Compensation Table

The following table summarizes the compensation awarded to, paid to or
earned by the principal executive officer of the Company who is the
President and Chief Executive Officer of the Company (the "Chief Executive
Officer") and the Vice President-Finance, Chief Financial Officer and
Secretary (the "Named Executive Officer") in the years ending December 31,
2009 and 2008 ("Fiscal 2009" and "Fiscal 2008", respectively) for services
rendered by them to the Company in all capacities during such year. The
Chief Executive Officer and the Named Executive Officer were the only
executive officers of the Company whose total annual compensation exceeded
$100,000 and were either (a) serving as executive officers of the Company at
December 31, 2009 or 2008 or (b) during Fiscal 2009 or Fiscal 2008.

SUMMARY COMPENSATION TABLE

Non-
Nonequity qualified
incentive deferred All
Plan compen- Other
Name and Principal Fiscal Stock Option compen- sation Compen-
Position Year Salary Bonus Awards Awards sation earnings sation Total
$ $ $ $ $ $ $ $
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Robert V. Silva 2009 $278,000 $30,346 0 0 0 0 $10,959 $319,305
President and Chief 2008 $268,000 $35,000 0 0 0 0 $19,634 $322,634
Executive Officer

Andrew J. Mayer, Jr. 2009 $232,000 $29,462 0 0 0 0 $14,694 $276,156
Vice President- 2008 $223,000 $34,288 0 0 0 0 $14,937 $272,225
Finance, Chief
Financial Officer
and Secretary

The above table sets forth in the referenced column:

(a) the name and principal position of the named executive officer; (b)
the fiscal year covered; (c) the dollar value of base salary (cash and non-
cash) earned by the named executive officer during the fiscal year covered;
(d) the dollar value of bonus (cash and non-cash) earned by the named
executive officer during the fiscal year covered; (e) for awards of stock,
the dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year in accordance with FAS 123R; (f) for awards of
options, with or without tandem SARs, the dollar amount recognized for
financial statement reporting purposes with respect to the fiscal year in
accordance with FAS 123R; (g) the dollar value of all earnings for services
performed during the fiscal year pursuant to awards under non-equity
incentive plans as defined in paragraph (a)(5)(iii) of Item 402 of
Regulation S-K, and all earning on any outstanding awards; (h) above-market
or preferential earnings on compensation that is deferred on a basis that is
not tax-qualified, including such earnings on nonqualified defined
contribution plans; (i) all other compensation for the covered fiscal year
that the registrant could not properly report in any other column of the
Summary Compensation Table; and (j) the dollar value of total compensation
for the covered fiscal year.

With respect to the amounts reported in Column (i): In the case of the
Chief Executive Officer, the amount shown in each Fiscal Year includes
payment of supplemental life insurance premiums, and Automobile Fringe
Benefit (i.e., payment of rental, gas and maintenance with respect to the
personal use of an automobile provided by the Company); the amount shown for
Fiscal 2008 also includes payment of golf club membership fees. In the case
of the Named Executive Officer, the amount shown in each Fiscal Year
includes the Company's matching contributions to its 401(k) Plan, payment of
supplemental life insurance premium and Automobile Fringe Benefit. In each
case, in each Fiscal Year, the Company's 401(k) Plan provided for a match
equal to 50% of a participant's contribution to the plan in that year,
subject to a maximum of (x) 2% of compensation in that year or (y)
applicable Internal Revenue Service limits.

During Fiscal 2001, the Chief Executive Officer and the Named Executive
Officer were granted 50,000 and 40,000 shares, respectively, of the
Company's Common Stock issued pursuant to the Company's 2001 Employee Stock
Plan (the "Stock Plan"). The Stock Plan granted the total 150,000 shares of
the Company's Common Stock to the Company's full-time employees and
director. All 150,000 shares included in the Stock Plan were registered on
March 23, 2001 and issued on March 27, 2001.

Employment Arrangements

All regular employees of the Company including the named executive
officers receive (a) cash compensation (i.e., base salary and discretionary
bonus); (b) retirement related benefits (i.e., the option to participate in
the Company's 401k Plan) and (c) other benefits. Other benefits, which are
available to all regular employees, include medical, dental, vision care and
life insurance and flexible spending accounts. The Company provides all
officers and certain employees with vehicles, supplemental life insurance
and business travel accident insurance. No employee of the Company has a
written employment agreement with the Company.

B. Outstanding equity awards at fiscal year-end table.

The following table sets forth unexercised options; stock that has not
vested; and equity incentive plan awards for Chief Executive Officer and
Named Executive Officer outstanding as of the end of Fiscal 2009:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2009)

Option Awards

Name Number of Number of Equity Option Option
securities securities incentive exercise expiration
underlying underlying plan price date
unexercised unexercised awards: ($)
options options number of
exercisable unexercisable securities
(#) (#) underlying
unexercised
unearned
options
(a) (b) (c) (#) (d) (e) (f)

Robert V. Silva 0 0 0 N/A N/A

Andrew J. Mayer, Jr. 0 0 0 N/A N/A

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2009)
(continued)

Stock Awards

Name Number Market Equity Equity incentive
of Shares value of incentive plan awards:
or units shares or plan awards: market or payout
of stock units of number of value of
that have stock unearned unearned shares,
not vested that have shares, units or
(#) not vested units or other rights
($) other rights that have
that have not vested
not vested ($)
(#)
(g) (h) (i) (j)

Robert V. Silva 0 N/A 0 N/A

Andrew J. Mayer, Jr. 0 N/A 0 N/A

No stock option plan of the Company exists under which options may
still be granted or under which options which were granted may still be
exercised, including without limitation, the
Incentive Stock Option Plan of the Company, dated November 8, 1985. The
Company has no equity incentive plans.

The Company and its subsidiaries have a 401(k) Retirement Savings and
Profit Sharing Plan which covers substantially all full-time employees.
Employees may contribute up to amounts allowable under the Internal Revenue
Code. The Company matches employees' contributions in amounts or
percentages determined by the Company's board of directors. The Company may
also make profit sharing contributions to the plan in amounts determined
annually by the Company. The Company's matching contribution was 50% of an
employee's contribution that is no greater than 2% of their eligible
compensation during 2009 and 2008. The plan provides that the Company's
matching and profit sharing contributions be made in cash.

C. Compensation of Directors

The following table sets forth the compensation of the Company's
directors for Fiscal 2009:

DIRECTOR COMPENSATION 2009

Name Fees Stock Option Nonequity Non- All other Total
earned awards awards incentive qualified compen- $
or paid ($) ($) Plan deferred sation
in cash compen- compen- ($)
($) sation sation
($) earnings
($)
(a) (b) (c) (d) (e) (f) (g) (h)

Arthur C.
Holdsworth, III $9,525 0 0 0 0 0 $9,525

Both the Chief Executive Officer and the Named Executive Officer receive
no compensation for their services as directors. Directors of the Company
who are not also employees are paid annual directors' fees of $2,650 per
calendar quarter, plus $750 for attending each meeting of the board. In
Fiscal 2008, Arthur C. Holdsworth, III earned fees of $10,600. Mr.
Holdsworth served as a director of the Company from 1988 to his resignation
on October 28, 2009.

Part III, Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.

As of the close of business on March [ ], 2010, the Company has issued
and outstanding 2,979,190 shares of Common Stock, which figure excludes
1,885,750 shares owned by the Company which are not outstanding and are not
eligible to vote.

(A) Set forth below is a table showing, as of March [ ], 2010, the
number of shares of Common Stock beneficially owned by each person known by
the Company to be the beneficial owner of more than 5% of the outstanding
shares of such Common Stock.

Unless otherwise specified, the persons named in the table below and
footnotes thereto have the sole right to vote and dispose of their
respective shares, and all such shares are currently owned by all such
persons and not deemed owned by way of the right to acquire shares within
sixty days from options, warrants, rights, conversion privileges or similar
obligations.

Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (e)

Roger T. Mahan 365,435 (a),(d) 12.3%
3 Timber Ridge Rd.
Far Hills, NJ 07931

Nancy M. Ernst 321,775 (a),(b),(d) 10.8%
2229 Washington Valley Rd.
Martinsville, NJ 08836

Gary A. Mahan 310,601 (a),(c),(d) 10.4%
53 Cross Road
Basking Ridge, NJ 07920

(a) Roger T. Mahan, Nancy M. Ernst and Gary A. Mahan are the children
of Marvin H. Mahan, a former officer and director, and former principal
shareholder of the Company, and his wife, Ingrid T. Mahan. Marvin H. and
Ingrid T. Mahan disclaim beneficial ownership of the shares owned by their
children.

(b) Includes 8,600 shares owned by Nancy M. Ernst's husband, Kenneth A.
Ernst, and 18,200 shares owned by their minor children. Kenneth A. Ernst
was a director of the Company from June 1987 through April 29, 1994.

(d) Members of the Mahan family, consisting of Roger T. Mahan, Nancy M.
Ernst and Gary A. Mahan, their spouses and children and their parents,
Marvin H. Mahan and Ingrid T. Mahan, own 1,007,911 shares of Common Stock,
which represent approximately 34% of the shares outstanding. In addition,
Ingrid T. Mahan is executrix of the estate of Arthur Tang, which owns an
additional 32,750 shares of such common stock.

(e) From data provided by the Company's Transfer Agent.

(B)Set forth below is a table showing as of March 25, 2010, the number
of shares of Common Stock owned beneficially by each director of the
Company, each executive officer of the Company, and the directors and
executive officers as a group.

Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (d)

Robert V. Silva 73,150 (a) 2.4%
200 Centennial Avenue
Piscataway, NJ 08854

Andrew J. Mayer, Jr. 40,900 (b) 1.5%
200 Centennial Avenue
Piscataway, NJ 08854

All executive officers 114,050 (c) 3.9%
and directors as a group
(2 in group)

(a) Includes 50,000 shares granted pursuant to the Company's 2001
Employee Stock Plan.

(b) Includes 40,000 shares granted pursuant to the Company's 2001
Employee Stock Plan.

(c) Includes 110,000 shares granted to the executive officers and
director pursuant to the Company's 2001 Employee Stock Plan.

(d) From data provided by the Company's Transfer Agent.

No shares set forth in this table are pledged as security.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth as of December 31, 2009 the number of
shares of the Company's common stock, the Company's only class of equity
securities, issuable upon exercise of outstanding options, warrants and
other rights, the weighted average exercise price of such options, warrants
and other rights and the number of shares of common stock available for
future issuance pursuant to all "equity compensation plans" relating to our
common stock. Equity compensation plans include those approved by our
shareholders, as well as those not approved by our shareholders, including
individual compensation arrangements with one or more of our officers or
directors.

Equity Compensation Plan Information

Plan category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
warrants and rights compensation plans
Equity compensation -0- -0- -0-
plans approved by
security holders

Equity compensation
plans not approved by
security holders 0 0 0

Total 0 0 0

No stock option plan of the Company exists under which options may
still be granted or under which options which were granted may still be
exercised, including without limitation, the Incentive Stock Option Plan of
the Company, dated November 8, 1985.

Part III, Item 13. Certain Relationships and Related Transactions, and
Director Independence.

As of December 31, 2009 the Company's accounts include a receivable,
created prior to July 2002, of $16,000 for unreimbursed sundry expenses
paid or incurred on behalf of the President and Chairman of the Board, and
his affiliates.

The Company has provided Marvin H. Mahan, a former officer and
director, and former principal shareholder of the Company, and the father
of three of the Company's principal shareholders, dental insurance and fuel
and service for an automobile since his retirement from the Company. Such
expenses total approximately $2,000 for each of the years ended December
31, 2009 and 2008.

Under the Company's Code of Ethics, if any transaction were proposed
that would require to be reported pursuant to Section 404(a) of Regulation
S-K, in order for the transaction to be approved, a majority of the
disinterested directors would need to agree to proceed with the
transaction. Since the beginning of the last fiscal year, no transactions
were proposed that would be required to be reported under Section 404(a) of
Regulation S-K.

Corporate Governance

The Company had a three-person board of directors through October 28,
2009, when the members were reduced to two with the resignation of Arthur
C. Holdsworth, III.

The board of directors of the Company does not maintain an audit
committee, compensation committee or a nominating committee. Under the
Rules of National Association of Securities Dealers (including its
additional Rules with respect to audit committee independence), if the
Company did have such committees, neither Robert V. Silva nor Andrew J.
Mayer, Jr. would be independent, each being an employee of the Company.

Mr. Holdsworth is the brother-in-law of Mr. Roger Mahan, a controlling
shareholder of the Company. However, the board of directors determined
that this relationship did not interfere with Mr. Holdsworth's exercise of
independent judgment in carrying out his responsibilities as a director.

Part III, Item 14. Principal Accountant Fees and Services.

The following is a summary of the fees billed to the Company by
WithumSmith+Brown, PC, the Company's independent Registered Public
Accounting Firm, during the fiscal year ended December 31, 2009 and 2008:

Fee Category 2009 2008

Audit Fees $69,000 $70,960
Audit-Related Fees - -
Tax Fees - -
All Other Fees - -
Total Fees $69,000 $70,960

Audit Fees. Consists of fees billed for professional services rendered
for the audit of the Company's consolidated financial statements and review
of the interim consolidated financial statements included in quarterly
reports and services that are normally provided by the Company's
independent certified accountants in connection with statutory and
regulatory filings or engagements.

Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or
review of the Company's consolidated financial statements and are not
reported under "Audit Fees." There were no Audit-Related services provided
in Fiscal 2009 and 2008.

Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

All Other Fees. Consists of fees for products and services other than
the services reported above.

Policy On Audit Committee Pre-Approval Of Audit And Permissible Non-Audit
Services Of Independent Auditors.

The Company has no audit committee. The Board of Directors' policy is
to pre-approve all audit and permissible non-audit services provided by the
independent certified accountants. These services may include audit
services, audit-related services, tax services and other services. Pre-
approval would generally be provided for up to one year and any pre-
approval would be detailed as to the particular service or category of
services, and would be subject to a specific budget. The independent
certified accountants and management are required to periodically report to
the Board of Directors regarding the extent of services provided by the
independent certified accountants in accordance with this pre-approval, and
the fees for the services performed to date. The Board of Directors may
also pre-approve particular services on a case-by-case basis. The Board of
Directors pre-approved all audit services rendered by the independent
certified accountants in 2009 and 2008.

Part IV, Item 15. Exhibits and Financial Statement Schedules.

Exhibits

The exhibits to this report are listed in the Exhibit Index on pages
46-49.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: March 31, 2010 TRANSTECH INDUSTRIES, INC.
(Registrant)

By: /s/ Robert V. Silva
Robert V. Silva, President and
Chief Executive Officer and Director
(Principal Executive Officer)

Pursuant to the Requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

March 31, 2010 /s/ Robert V. Silva
Robert V. Silva, President and
Chief Executive Officer and Director
(Principal Executive Officer)

March 31, 2010 /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr.
Vice President-Finance, Chief
Financial Officer, Secretary and
Director (Principal Financial and
Accounting Officer)

TRANSTECH INDUSTRIES, INC.
EXHIBIT INDEX

Sequential
Exhibit No. Page No.

3 Articles of Incorporation and By-Laws:

3 (a) Articles of incorporation: Incorporated by reference to
Exhibit 3 (a) to the Company's Annual Report on Form
10-K for fiscal year ended December 31, 1989.

3 (b) By-laws: Incorporated by reference to Exhibit 3 (b) to
the Company's Annual Report on Form 10-K for fiscal
year ended December 31, 1989.

3 (c) Amended and restated by-laws: See "B" below.

3 (d) First Amendment to the Amended and Restated By-
Laws. 50

10 Material contracts:

10 (au) Settlement Agreement approved in September 1995 among
Transtech Industries, Inc., Inmar Associates, Inc.,
Marvin H. Mahan and certain members of the 216 Paterson
Plank Road Cooperating PRP Group: See "A" below.

10 (az) Settlement Agreement for Matters Relating to the Kin-Buc
Landfill dated December 23, 1997 among Transtech
Industries, Inc. and certain of its subsidiaries, Waste
Management, Inc. and certain of its affiliates
including SCA Services, Inc., Inmar Associates, Inc.,
Dock Watch Quarry, Inc., Marvin H. Mahan, Robert J.
Meagher, and Anthony Gaess: See "E" below.

10 (ba) Stipulation of Settlement and Release dated December 23,
1997 among Transtech Industries, Inc. and certain of
its shareholders and former officers, Inmar Associates,
Inc., Tang Realty, Inc., Waste Management, Inc. and
certain of its affiliates including SCA Services, Inc.:
See "E" below.

10(bc)* Transtech Industries, Inc. 2001 Employee Stock Plan:
See "G" below.
Sequential
Exhibit No. Page No.

10(bd) Agreement of Purchase and Sale dated May 17, 2001 among
Transtech Industries, Inc. (and its subsidiaries
Birchcrest, Inc. and Kinsley's Landfill, Inc.) and BWF
Development, LLC.: See "H" below.

10(be) Confidential Settlement Agreement and Release, dated
October 8, 2001, among certain members of the 216
Paterson Plank Road Cooperating PRP Group, Transtech
Industries, Inc., certain Underwriters at Lloyd's,
London, and certain London Market Insurance Companies:
See "I" below.

10(bf)* Incentive Stock Option Plan of Transtech Industries, Inc.
dated November 8, 1985: See "J" below.

10(bh) Letter dated July 21, 2004 from the Internal Revenue
Service regarding its acceptance of the Company's Offer
in Compromise: See "L" below.

10(bi) Consent Decree regarding the Kin-Buc Landfill, executed
by Transtech Industries, Inc. on December 30, 2004,
among the US Environmental Protection Agency, US
Department of Justice, Chemical Waste Management, Inc.,
SCA Services of Passaic, Inc., Wastequid, Inc., SC
Holdings, Inc., Waste Management Holdings, Inc., Waste
Management, Inc., Transtech Industries, Inc, Filcrest
Realty, Inc., Kin-Buc, Inc., Inmar Associates, Inc. and
Anthony Gaess: See "M" below.

10(bj) Consent Decree regarding the Kin-Buc Landfill, executed
by Transtech Industries, Inc. on December 30, 2004,
among the New Jersey Department of Environmental
Protection, the New Jersey Spill Compensation Fund,
Chemical Waste Management, Inc., Transtech Industries,
Inc., Filcrest Realty, Inc., Kin-Buc, Inc., Anthony
Gaess, Inmar Associates, Inc., SC Holdings, Inc., Waste
Management, Inc., and Waste Management Holdings, Inc.:
See "M" below.

Sequential
Exhibit No. Page No.

10(bk) Second Amendment to the Agreement of Purchase and Sale
dated April 20, 2006 among Transtech Industries, Inc.
(and its subsidiaries Birchcrest, Inc. and Kinsley's
Landfill, Inc.) and BWF Development, LLC: See "N"
below.

10(bl)* Summary of Employee Arrangements for Executive Officers
51

13 Annual Report to Stockholders 52 - 116

14 Code of Ethics 117 - 121

21 Subsidiaries of the Registrant 122

31(a) Certification Pursuant to Rules 13a-14(a) and 123 - 124
15d-14(a) of the Securities Exchange Act of 1934 and
Section 302 of the Sarbanes-Oxley Act of 2002 by Chief
Executive Officer

31(b) Certification Pursuant to Rules 13a-14(a) and 125 - 126
15d-14(a) of the Securities Exchange Act of 1934 and
Section 302 of the Sarbanes-Oxley Act of 2002 by Chief
Financial Officer

32(a) Certification Pursuant to 18 U.S.C. Section 127
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by Chief Executive Officer

32(b) Certification Pursuant to 18 U.S.C. Section 128
1350,as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by Chief Financial Officer

"A" Incorporated herein by reference to the Company's
Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995.

"B" Incorporated herein by reference to the Company's
Current Report on Form 8-K dated October 24, 1995.

"C" Incorporated herein by reference to the Company's
Current Report on Form 8-K dated March 1, 1996.

"D" Incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.

"E" Incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.

"F" Incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.

"G" Incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000.

"H" Incorporated herein by reference to the Company's
Current Report on Form 8-K dated May 17, 2001.

"I" Incorporated herein by reference to the Company's
Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

"J" Incorporated herein by reference to the Company's
Form S-8 dated April 3, 1987.

"K" Incorporated herein by reference to the Company's
Current Report on Form 8-K dated April 22, 2004.

"L" Incorporated herein by reference to the Company's
Current Report on Form 8-K dated July 23, 2004.

"M" Incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004.

"N" Incorporated by reference to the Company's quarterly
report on Form 10-QSB filed for the quarter ended March
31, 2006).

"*" This document is a management contract or
compensatory plan or arrangement.

TRANSTECH INDUSTRIES INC - FORM 10-K - March 31, 2010

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