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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 14, 1997
TRANSTEXAS GAS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-12204 76-0401023
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(Commission File Number) (I.R.S. Employer
Identification No.)
1300 North Sam Houston Parkway East, Suite 310
Houston, Texas 77032
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(Address of principal executive offices, including zip code)
(281) 987-8600
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(Registrant's telephone number, including area code)
1300 East North Belt, Suite 310
Houston, Texas 77032
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
On May 14, 1997, the Registrant issued the press release
attached hereto as Exhibit 99.1, and incorporated herein by
reference.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report:
99.1 - Press Release dated May 14, 1997.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRANSTEXAS GAS CORPORATION
By /s/ Arnold H. Brackenridge
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Name: Arnold H. Brackenridge
Title: President
Dated: May 15, 1997
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EXHIBITS
Exhibit
No. Description Page
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99.1 Press Release Dated May 14, 1997 . . . . . . . . . 5
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EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
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CONTACT: SIMON WARD
PHONE: (281) 987-8600
FAX: (281) 986-8865
EMAIL: [email protected]
TRANSTEXAS GAS CORPORATION RECAPITALIZATION INCLUDES
REPURCHASE OF SENIOR SECURED NOTES AND COMMON EQUITY
HOUSTON, MAY 14, 1997 - TransTexas Gas Corporation (NASDAQ NMS: TTXG) announced
today that it is commencing a tender offer to purchase all of its outstanding
$800 million of 11 1/2% Senior Secured Notes due 2002, at 111 1/2% of the
principal amount thereof, plus accrued and unpaid interest to the purchase
date. Jefferies & Company, Inc. will act as the exclusive Dealer Manager for
the tender offer and D.F. King will act as the Information Agent.
The Company said that it also intends to launch a repurchase program for its
common stock in an aggregate amount up to $371 million. Shares would be
purchased pro rata from the Company's affiliates and from the public.
TransTexas is engaged in exclusive negotiations to sell its wholly owned
subsidiary, TransTexas Transmission Corporation, which is the owner of its Lobo
Trend reserves, operations and related pipeline systems, for consideration
expected to be approximately $1.1 billion.
The proceeds of the sale of its subsidiary and a proposed loan from the
Company's parent, TransAmerican Energy Corporation, are expected to be used to
finance the tender offer, for the planned repurchase of TransTexas common stock
and for general corporate purposes, including an estimated $188 million in
working capital. The consummation of the tender offer and the stock repurchase
program is subject to certain conditions, including the closing of the sale of
TransTexas Transmission Corporation and the proposed loan from TransAmerican
Energy Corporation. The conditions to the tender offer are described in the
tender offer documents available from the Dealer Manager and the Information
Agent. The tender offer will expire at 9:30 am, New York time on June 12,
1997.
TransTexas Gas is engaged in the exploration, production and transmission of
natural gas and oil, primarily in South Texas. The Company is now the third
largest producer of natural gas in Texas with over 500,000 net acres currently
under lease.
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