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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TransTexas Gas Corporation
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(Exact name of registrant as specified in its charter)
Delaware 76-0401023
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(State of incorporation or organization) (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) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $0.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Common Stock, $0.01 Par Value
The capital stock of TransTexas Gas Corporation, a Delaware
corporation (the "Company" or "Registrant") to be registered on the New York
Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock with a
par value of $0.01 per share. Holders of Common Stock are entitled to one vote
per share at all meetings of stockholders. Dividends that may be declared on the
Common Stock will be paid in an equal amount to the holder of each share. No
pre-emptive rights are conferred upon the holders of such stock and there are no
liquidation or conversion rights. Nor are there any redemption or sinking fund
provisions and there is no liability to further calls or to assessments by the
Registrant.
Certain provisions of the Company's Certificate of Incorporation and
By-laws were amended to make the Company a less attractive target for
acquisition by an outsider who does not have the support of the Company's
directors. These provisions: (1) provide that a Special Meeting of shareholders
may only be called by order of the Board of Directors or a majority of the
Company's Independent Directors or the Chairman of the Board, Chief Executive
Officer, President or Secretary upon the written request of holders of at least
25% of the shares entitled to vote; (2) provide for a classified Board
consisting of three classes of Directors, designated Class I, Class II and Class
III, with each Director serving for a three (3) year term; (3) provide that
elections of Directors may be made only by written ballot; and (4) require the
unanimous act of the Directors to (i) dissolve or liquidate, in whole or in
part, consolidate or merge with or into any other entity or convey or transfer
its properties and assets substantially as an entirely to any entity or (ii)
institute proceedings to be adjudicated bankrupt or insolvent, or consent to the
institution of insolvency or bankruptcy proceedings against it or file a
petition seeking, or consent to, reorganization or relief under any applicable
federal or state law relating to bankruptcy, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequester (or other similar official)
of the Company for a substantial part of its property, or make any assignment
for the benefit of creditors or admit in writing its inability to pay its debts
generally as they become due or take any corporate action in furtherance of any
such action. While the foregoing provisions will not necessarily prevent
take-over attempts, they should discourage an attempt to obtain control of the
Company in a transaction not approved by the Company's Board of Directors by
making it more difficult for a third party to obtain control in a short time and
impose its will on the remaining shareholders of the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRANSTEXAS GAS CORPORATION
Dated: October 8, 1997 By: /s/ EDWIN B. DONAHUE
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Edwin B. Donahue,
Vice President, Chief Financial
Officer and Secretary
