TEXAS PETROCHEMICALS CORP
8-K, 1997-03-07
MISCELLANEOUS CHEMICAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): March 6, 1997

                        TEXAS PETROCHEMICALS CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                     333-11569            74-1778313
 (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
  incorporation or organization)                           Identification No.)

       8707 KATY FREEWAY, SUITE 300
              HOUSTON, TEXAS                               77024
   (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (713) 461-3322

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<PAGE>

                        TEXAS PETROCHEMICALS CORPORATION

                                TABLE OF CONTENTS
                                       FOR
                           CURRENT REPORT ON FORM 8-K

                                                                          Page
                                                                          ----
Item 5.        Other Events................................................ 2

Item 7.        Financial Statements and Exhibits........................... 2

Signature      .............................................................3

                                       -1-

<PAGE>

       ITEM 5.  OTHER EVENTS.

       On March 6, 1997, Texas Petrochemicals Corporation (the "Company") gave
notice on a press release (the "Press Release") of its intention to offer $50
million aggregate principal amount of its 11 and 1/8% Senior Subordinated Notes
Due 2006 in a Rule 144A offering. The Press Release is attached hereto as
Exhibit 99 and is incorporated herein by reference.

       ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:


 Exhibit
 Number                     Description of Exhibit
 ------                     ----------------------

   99                   Press Release dated March 6, 1997

                                       -2-
<PAGE>

                                   SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    TEXAS PETROCHEMICALS CORPORATION

                                    By: /s/ STEPHEN R. WRIGHT
                                            Stephen R. Wright
                                            Vice President, General Counsel
                                            and Secretary

Dated: March 6, 1997

                                       -3-

<PAGE>

                                 EXHIBIT INDEX

Exhibit                                                           Page
Number                          Description                      Number
- ------                          -----------                      ------
   99                Press Release dated March 6, 1997              6

                                       -4-



                  [Texas Petrochemicals Corporation letterhead]

                                              For further information contact:

                                                                 Brian Bourque
                                                                (713) 475-7415
FOR IMMEDIATE RELEASE: March 6, 1997

       Houston, Texas - Texas Petrochemicals Corporation today announced that it
intends to offer $50 million aggregate principal amount of its 11 and 1/8%
Senior Subordinated Notes Due 2006 in a Rule 144A offering. The terms of the
notes will be identical, except as to the offering price, to the terms of the 11
and 1/8% Senior Subordinated Notes Due 2006 issued by the Company in July 1996.
The Company expects to commence the offering on Thursday, March 6, 1997.

       The notes have not been registered under the Securities Act of 1933 and
may not be offered or sold within the United States absent registration or an
applicable exemption from registration requirements.

       This announcement does not constitute an offer to sell or the
solicitation of offers to buy any security and shall not constitute an offer,
solicitation or sale of any security in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

       The Company is a producer of butadiene, butene-1, MTBE, diisobutylene,
isobutylene concentrate and high purity isobutylene.

                                       -6-




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