<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
TransTexas Gas Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<PAGE> 2
TRANSTEXAS GAS CORPORATION
1300 NORTH SAM HOUSTON PARKWAY EAST, SUITE 310
HOUSTON, TEXAS 77032
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 25, 2000
-----------------
Dear Stockholders:
The Company will hold its Annual Meeting on Tuesday, July 25, 2000,
beginning at 10:00 a.m., central daylight time, at The Hotel Sofitel, 425 North
Sam Houston Parkway East, Houston, Texas 77060. The matters to be voted on
include:
1. the approval of amendments to the Certificate of Designation for
Series A Senior Preferred Stock of the Company to decrease the
par value of the Series A Senior Preferred Stock from $1.00 to
$0.001, to change the first dividend payment date, to make
certain conforming changes thereto and to increase the number of
authorized shares of Series A Senior Preferred Stock;
2. the approval of amendments to the Certificate of Designation for
Series A Junior Preferred Stock of the Company to decrease the
par value of the Series A Junior Preferred Stock from $1.00 to
$0.001, to change the first dividend payment date, to correct an
error therein and to make certain conforming changes thereto;
and
3. any other matters that may properly come before the Annual
Meeting or any postponements or adjournments thereof.
The record date for the Annual Meeting is June 13, 2000. Only
stockholders of record at the close of business on the record date are entitled
to receive notice of and to vote at the Annual Meeting. A complete list of such
stockholders will be available for inspection at the Company's offices in
Houston, Texas, during regular business hours for a period of 10 days before the
Annual Meeting. This list will also be available for inspection at the Annual
Meeting.
We cordially invite all stockholders to attend the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE URGE YOU TO
MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. You may revoke your proxy at any time before it is voted. If you plan
to attend the Annual Meeting in person and your shares are held in the name of a
bank, broker or other record holder, you will need to bring a copy of a
brokerage statement or other document evidencing stock ownership as of the
record date.
By Order of the Board of Directors
/s/ ED DONAHUE
----------------------------------
Ed Donahue, Secretary
Houston, Texas
June 26, 2000
<PAGE> 3
TRANSTEXAS GAS CORPORATION
1300 NORTH SAM HOUSTON PARKWAY EAST, SUITE 310
HOUSTON, TEXAS 77032
(PRINCIPAL EXECUTIVE OFFICES)
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
---------------------
TransTexas Gas Corporation is furnishing this Proxy Statement to its
stockholders in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting to be held at The Hotel
Sofitel, 425 North Sam Houston Parkway East, Houston, Texas 77060 at 10:00 a.m.,
central daylight time, on Tuesday, July 25, 2000, and at any postponements or
adjournments thereof. Your proxy will be voted at the Annual Meeting if properly
executed, returned to the Company prior to the Annual Meeting, and not revoked.
We first sent this Proxy Statement and the enclosed proxy card to stockholders
on or about June 28, 2000.
ACTION TO BE TAKEN AT THE ANNUAL MEETING
Your proxy will be voted according to your specifications. However, if
you return a proxy card that has been signed but not marked, your proxy will be
voted FOR the approval of the amendments to the Certificate of Designation for
Series A Senior Preferred Stock and FOR the approval of the amendments to the
Certificate of Designation for Series A Junior Preferred Stock.
REVOCATION OF PROXY
You may revoke your proxy at any time before it is voted by (1)
delivering written notice of revocation to the Secretary of the Company, (2)
executing and delivering a subsequently dated proxy or (3) voting in person at
the Annual Meeting. Your attendance at the Annual Meeting will not constitute
automatic revocation of your proxy. If you decide to vote in person at the
Annual Meeting and your shares are held in the name of a bank, broker or other
record holder, you must obtain a proxy, executed in your favor, from the record
holder.
COMPANY SECURITIES
The record date for determining stockholders entitled to receive notice
of and to vote at the Annual Meeting is June 13, 2000. At the close of business
on that day, there were 1,002,500 shares of the Company's Class A Common Stock,
247,500 shares of the Company's Class B Common Stock, 222,455,320 shares of the
Company's Series A Senior Preferred Stock and 20,716,080 shares of the Company's
Series A Junior Preferred Stock, outstanding and entitled to vote at the Annual
Meeting.
The holders of record of shares of Class A Common Stock and Class B
Common Stock are entitled to cast one vote per share on all matters voted on by
stockholders of the Company generally. The holders of Series A Senior Preferred
Stock and Series A Junior Preferred Stock are entitled to vote together with
holders of Class A Common Stock and Class B Common Stock as a single class on
issues presented to a vote of the stockholders of the Company. In addition,
with respect to certain matters, the holders of Series A Senior Preferred Stock
and the holders of Series A Junior Preferred Stock, respectively, are entitled
to vote as separate classes. The holders of shares of Series A Senior Preferred
Stock and the holders of shares of Series A Junior Preferred Stock are entitled
to vote on the basis of one vote per such share held. The presence, either in
person or by proxy, of the holders of record of shares representing a majority
of the votes entitled to be cast on a matter by the voting group is necessary
to constitute a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, the holder is deemed present
for quorum purposes for the remainder of the meeting. Abstentions and broker
non-votes will be counted for purposes of determining whether a quorum is
present.
<PAGE> 4
PERSONS MAKING THE SOLICITATION
The Board of Directors of the Company is soliciting your proxy. The cost
of soliciting your proxy will be borne entirely by the Company. Proxies may be
solicited by mail, in person or by other means of communication by directors,
officers and employees of the Company. Directors, officers and employees of the
Company will not be compensated for such solicitation, but may be reimbursed for
their out-of-pocket expenses in connection with such solicitation. Arrangements
are also being made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of voting securities of the Company at the Company's expense.
ANNUAL REPORT
The Company files an Annual Report on Form 10-K with the Securities and
Exchange Commission. The Company mailed a copy of the Annual Report on Form 10-K
for the fiscal year ended January 31, 2000 to its stockholders with this Proxy
Statement. The Annual Report on Form 10-K does not form any part of the material
for the solicitation of proxies, except as otherwise provided in this Proxy
Statement. Stockholders may obtain copies of exhibits to the Annual Report on
Form 10-K upon written request and payment of the Company's reasonable expenses
in furnishing such exhibits. Written requests should be sent to Investor
Relations Department, TransTexas Gas Corporation, 1300 North Sam Houston Parkway
East, Houston, Texas 77032.
AMENDMENTS TO CERTIFICATE OF DESIGNATION FOR SERIES A SENIOR PREFERRED STOCK
AND CERTIFICATE OF DESIGNATION FOR SERIES A JUNIOR PREFERRED STOCK
INTRODUCTION
The Company's Certificate of Designation for Series A Senior Preferred
Stock (the "Senior Preferred Stock Certificate of Designation") designates
328,667,820 shares of the authorized but unissued shares of Preferred Stock of
the Company as Series A Senior Preferred Stock with a par value of $1.00 per
share and sets the first Dividend Payment Date as June 15, 2000. The Company's
Certificate of Designation for Series A Junior Preferred Stock (the "Junior
Preferred Stock Certificate of Designation") designates 37,469,711 shares of the
authorized but unissued shares of Preferred Stock of the Company as Series A
Junior Preferred Stock with a par value of $1.00 per share and sets the first
Dividend Payment Date as June 15, 2000.
The Board of Directors of the Company has adopted resolutions proposing
that the Senior Preferred Stock Certificate of Designation and the Junior
Preferred Stock Certificate of Designation each be amended to (i) decrease the
par value of such stock from $1.00 to $0.001 per share, (ii) change the first
Dividend Payment Date thereon from June 15, 2000 to August 15, 2000 and (iii)
make certain conforming changes thereto. In addition, (i) the resolution
relating to the Senior Preferred Stock Certificate of Designation proposed that
it be amended to increase the number of shares authorized thereby by 131 shares
and (ii) the resolution relating to the Junior Preferred Stock Certificate of
Designation proposed that it be amended to change "Junior" to "Senior" in
Section 7(b) thereof to correct an error in the original filing.
PROPOSED AMENDMENTS
The Board of Directors has adopted resolutions (i) setting forth the
proposed amendments to Sections 1, 3 and 5 of the Senior Preferred Stock
Certificate of Designation; (ii) declaring the advisability of the amendments;
and (iii) calling for submission of the amendments for approval by the
stockholders at the Annual Meeting. The specific proposed amendments to the
Senior Preferred Stock Certificate of Designation are set forth on Annex A
attached hereto.
2
<PAGE> 5
The Board of Directors also has adopted resolutions (i) setting forth the
proposed amendments to Sections 1, 3, 5 and 7 of the Junior Preferred Stock
Certificate of Designation; (ii) declaring the advisability of the amendments;
and (iii) calling for submission of the amendments for approval by the
stockholders at the Annual Meeting. The specific proposed amendments to the
Junior Preferred Stock Certificate of Designation are set forth on Annex B
attached hereto.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENTS
The holders of Series A Senior Preferred Stock (the "Senior Preferred
Stock") and the holders of Series A Junior Preferred Stock (the "Junior
Preferred Stock") are entitled to be paid quarterly dividends, when, as and if
declared by the Board of Directors out of funds legally available for the
payment of dividends, according to the Senior Preferred Stock Certificate of
Designation and the Junior Preferred Stock Certificate of Designation,
respectively, and the General Corporation Law of the State of Delaware (the
"DGCL").
The DGCL provides that directors of a corporation may declare and pay
dividends out of its surplus or, in case there shall be no such surplus and
provided certain conditions are satisfied, out of its net profits for the fiscal
year in which the dividend is declared and/or the preceding fiscal year. Surplus
means the excess of the net assets of a corporation over its stated capital. At
January 31, 2000, for purposes of the DGCL, the Company had a capital deficit of
approximately $244.5 million, of which approximately $243.2 million was
attributable to the Senior Preferred Stock and the Junior Preferred Stock.
A reduction in the par value of the Senior Preferred Stock and the Junior
Preferred Stock from $1.00 to $0.001 per share will lower the stated capital of
the Company and substantially reduce the capital deficit the Company has for
purposes of the DGCL, which will substantially improve the ability of the
Company to pay dividends on the Senior Preferred Stock and the Junior Preferred
Stock in accordance with the DGCL.
The first dividends on the Senior Preferred Stock and the Junior
Preferred Stock were payable on June 15, 2000. Because of the Company's capital
deficit for purposes of the DGCL, the Company could not legally pay those
dividends and they are now in arrears. Assuming the amendments to the Senior
Preferred Stock Certificate of Designation and the Junior Preferred Stock
Certificate of Designation are approved and become effective, however, the
Company believes it will be legally able to pay the first dividends thereon on
August 15, 2000.
The proposed amendments to the Senior Preferred Stock Certificate of
Designation would also increase the number of authorized shares of Senior
Preferred Stock by 131 shares, to 328,667,951. This amendment will authorize
sufficient shares to permit the issuance of the maximum number of shares
anticipated to be issuable in payment of dividends in kind on the Senior
Preferred Stock, giving effect to the issuance of 87 additional shares initially
to Participants of The Depository Trust Company to comply with the provisions of
the Company's bankruptcy plan of reorganization relating to rounding of shares
issued. The proposed amendments to the Junior Preferred Stock Certificate of
Designation would also correct an error in the original filing, by changing
"Junior" to "Senior" in Section 7(b) thereof.
If the proposed amendments are approved, they will become effective upon
filing of a Certificate of Amendment with the Delaware Secretary of State.
However, if the Company's stockholders approve the amendments, the Board of
Directors will retain discretion under Delaware law not to implement the
proposed amendments.
VOTE NECESSARY TO APPROVE THE AMENDMENTS
The affirmative vote of each of (i) the holders of a majority of the
outstanding shares of the Company's voting securities entitled to vote at the
Annual Meeting, voting together, (ii) the holders of a majority of the
outstanding shares of Senior Preferred Stock, voting separately as a class, and
(iii) the holders of a majority of the outstanding shares of Junior Preferred
Stock, voting separately as a class, is necessary for approval of the amendments
to the Senior Preferred Stock Certificate of Designation and approval of the
amendments to the Junior Preferred Stock Certificate of Designation (except
that the amendment to Section 7(b) of the Junior Preferred Stock Certificate of
Designation requires the vote of the holders of 75%, rather than a majority, of
the outstanding shares of Junior Preferred Stock, voting separately as a
class). Therefore, abstentions and broker non-votes (which may occur if a
beneficial owner of stock whose shares are held in a brokerage or bank account
fails to provide the broker or bank with voting instructions as to such shares)
effectively count as votes against the amendments.
3
<PAGE> 6
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
SENIOR PREFERRED STOCK CERTIFICATE OF DESIGNATION TO DECREASE THE PAR VALUE FROM
$1.00 TO $0.001 PER SHARE, TO CHANGE THE FIRST DIVIDEND PAYMENT DATE FROM JUNE
15, 2000 TO AUGUST 15, 2000, TO MAKE THE CONFORMING CHANGES SET FORTH IN ANNEX A
HERETO AND TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF SENIOR PREFERRED
STOCK. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED FOR APPROVAL OF THE AMENDMENTS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
JUNIOR PREFERRED STOCK CERTIFICATE OF DESIGNATION TO DECREASE THE PAR VALUE FROM
$1.00 TO $0.001 PER SHARE, TO CHANGE THE FIRST DIVIDEND PAYMENT DATE FROM JUNE
15, 2000 TO AUGUST 15, 2000, TO MAKE THE CONFORMING CHANGES SET FORTH IN ANNEX B
HERETO AND TO CHANGE "JUNIOR" TO "SENIOR" IN SECTION 7(B) TO CORRECT AN ERROR IN
THE ORIGINAL FILING. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY
THE BOARD OF DIRECTORS WILL BE VOTED FOR APPROVAL OF THE AMENDMENTS.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each class of the Company's voting securities, as of
June 13, 2000, by (i) each director, (ii) each executive officer, (iii) each
person known to the Company to beneficially own more than five percent of each
class of voting securities and (iv) all directors and executive officers of the
Company as a group. Except as otherwise indicated, each stockholder identified
in the table has sole voting and investment power with respect to its or his
shares.
Senior Preferred Stock:
<TABLE>
<CAPTION>
Shares Owned
---------------------------
Name and Address Number Percentage
---------------- ------ ----------
<S> <C> <C>
John R. Stanley (1) -- --
Ronald P. Nowak -- --
Edwin B. Donahue -- --
Simon J. Ward -- --
George C. Wright -- --
R. Gerald Bennett -- --
Ronald H. Benson -- --
Walter S. Piontek -- --
John L. Whitmire -- --
Carl C. Icahn (2)(3) 76,695,884 34.5%
Riverdale LLC (2)(4) 76,695,884 34.5%
High River Limited Partnership (2)(5) 76,695,884 34.5%
Credit Suisse First Boston Corporation 66,870,436 30.1%
Oaktree Capital Management, LLC (6) 23,422,137 10.5%
Angelo, Gordon & Co., L.P.(7) 16,623,617 7.5%
All directors and executive officers
as a group (9 persons) -- --
</TABLE>
Junior Preferred Stock:
<TABLE>
<CAPTION>
Shares Owned
---------------------------
Name and Address Number Percentage
---------------- ------ ----------
<S> <C> <C>
John R. Stanley (1) -- --
Ronald P. Nowak -- --
Edwin B. Donahue -- --
Simon J. Ward -- --
George C. Wright -- --
R. Gerald Bennett -- --
Ronald H. Benson -- --
Walter S. Piontek -- --
John L. Whitmire -- --
Credit Suisse First Boston Corporation 11,130,000 53.7%
Oaktree Capital Management, LLC (6) 2,250,000 10.9%
All directors and executive officers
as a group (9 persons) -- --
</TABLE>
4
<PAGE> 7
Class A Common Stock:
<TABLE>
<CAPTION>
Shares Owned
---------------------------
Name and Address Number Percentage
---------------- ------ ----------
<S> <C> <C>
John R. Stanley (1)(8) 518,662 34.6%
Ronald P. Nowak -- --
Edwin B. Donahue (9) 75 *
Simon J. Ward -- --
George C. Wright -- --
R. Gerald Bennett -- --
Ronald H. Benson -- --
Walter S. Piontek -- --
John L. Whitmire -- --
Carl C. Icahn(2)(3) 338,884 33.8%
Riverdale LLC(2)(4) 338,884 33.8%
High River Limited Partnership(2)(5) 338,884 33.8%
Credit Suisse First Boston Corporation 295,474 29.5%
Oaktree Capital Management, LLC(6) 103,493 10.3%
Angelo, Gordon & Co., L.P.(7) 73,433 7.3%
All directors and executive officers
as a group (9 persons) 518,737 34.6%
</TABLE>
Class B Common Stock:
<TABLE>
<CAPTION>
Shares Owned
---------------------------
Name and Address Number Percentage
---------------- ------ ----------
<S> <C> <C>
John R. Stanley (1) 247,500 100%
Ronald P. Nowak -- --
Edwin B. Donahue -- --
Simon J. Ward -- --
George C. Wright -- --
R. Gerald Bennett -- --
Ronald H. Benson -- --
Walter S. Piontek -- --
John L. Whitmire -- --
All directors and executive officers
as a group (9 persons) 247,500 100%
</TABLE>
-------------------------------------
* Less than 1% of the shares outstanding in the class.
(1) The address for John R. Stanley is 1300 North Sam Houston Parkway East,
Houston, Texas 77032.
(2) Information contained herein concerning Carl C. Icahn, Riverdale LLC and
High River Limited Partnership is based on the Schedule 13D filed by such
persons with the Securities and Exchange Commission on May 2, 2000.
(3) Carl C. Icahn is the sole member of Riverdale LLC and owns 100% of the
interests therein. As such sole member and owner, Mr. Icahn may be deemed
to beneficially own all of the shares of Class A Common Stock and Senior
Preferred Stock owned beneficially by Riverdale LLC. Mr. Icahn's
principal business address is c/o Icahn Associates Corp., 767 Fifth
Avenue, 47th Floor, New York, New York 10153.
(4) Riverdale LLC is a New York limited liability company and the general
partner of High River Limited Partnership. As such, Riverdale LLC may be
deemed to beneficially own all of the shares of Class A Common Stock and
Senior Preferred Stock owned beneficially by High River Limited
Partnership. Riverdale LLC's principal business address is 100 South
Bedford Road, Mount Kisco, New York 10549.
(5) High River Limited Partnership is a Delaware limited partnership and has
sole voting power and shared dispositive power with regard to the 338,884
shares of Class A Common Stock and the 76,695,884 shares of Senior
Preferred Stock. High River Limited Partnership's principal business
address is 100 South Bedford Road, Mount Kisco, New York 10549.
(6) This number represents the number of securities held by OCM Opportunities
Fund II, L.P., for which Oaktree Capital Management, LLC is the general
partner, and Oaktree Capital Management, LLC as investment manager of
Columbia/HCA Master Retirement Trust (Separate Account II). Thus, under
certain circumstances, Oaktree Capital Management, LLC may be deemed to
beneficially own the securities held by the above referenced fund and
account.
(7) This number represents the number of securities owned by Angelo, Gordon &
Co., L.P. and held for the accounts of 19 private investment funds for
which Angelo, Gordon & Co., L.P. acts as general partner and/or
discretionary investment advisor. Angelo, Gordon & Co., L.P. is a
Delaware limited partnership. AG Partners, L.P., a Delaware limited
partnership, is the sole general partner of Angelo, Gordon & Co., L.P.
John M. Angelo is a general partner of AG Partners, L.P. and the chief
executive officer of Angelo, Gordon & Co., L.P. Michael L. Gordon is the
other general partner of AG Partners, L.P. and the chief operating
officer of Angelo, Gordon & Co., L.P. Thus, under certain circumstances,
Mr. Angelo and Mr. Gordon may also be deemed to be beneficial owners of
the securities held by Angelo, Gordon & Co., L.P.
(8) Mr. Stanley is deemed to beneficially own 10 shares of Class A Common
Stock held by his wife and 975 shares of Class A Common Stock held by a
corporation controlled by him. Includes 515,625 shares of Class A Common
Stock underlying currently exercisable common stock purchase warrants.
Mr. Stanley is also deemed to beneficially own 20 shares of Class A
Common Stock underlying currently exercisable common stock purchase
warrants held by his wife, and 2,032 shares of Class A Common Stock
underlying currently exercisable common stock purchase warrants held by a
corporation controlled by him.
(9) Includes 51 shares of Class A Common Stock underlying currently
exercisable common stock purchase warrants.
5
<PAGE> 8
CHANGES IN CONTROL
Prior to consummation of the Company's plan of reorganization in its
bankruptcy proceeding (the "Plan") on March 17, 2000, the Company was controlled
by TransAmerican Energy Corporation, its parent entities and John R. Stanley,
who directly or indirectly owned a majority of the voting securities of such
entities. Pursuant to the Plan, the old common stock of the Company (including
the shares owned by TransAmerican Energy Corporation) were canceled and the
Senior Preferred Stock, the Junior Preferred Stock, the Class A Common Stock and
the Class B Common Stock of the Company were issued. So far is known to the
Company, no person now controls the Company, although the holders of the Senior
Preferred Stock collectively own a majority of the voting power represented by
the Company's voting stock and are currently entitled to elect four of the
Company's five directors. John R. Stanley, as the sole holder of the Company's
Class B Common Stock, is currently entitled to elect one of the Company's five
directors.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent accountants for the year ending January 31, 2001.
PricewaterhouseCoopers has audited the Company's financial statements since the
Company's organization in May 1993. Representatives of PricewaterhouseCoopers
are expected to be present at the Annual Meeting, will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Any proposals from stockholders intended to be presented for
consideration at the Company's 2001 Annual Meeting must be submitted in
accordance with the rules of the SEC and received by the Secretary of the
Company at the Company's principal executive offices no later than the close of
business on January 31, 2001 for inclusion in the Company's proxy statement and
form of proxy relating to the 2001 Annual Meeting. Stockholders wishing to
bring a proposal before the 2001 Annual Meeting (but not include it in the
Company's proxy materials) must provide written notice of such proposal to the
Secretary of the Company at the Company's principal executive offices in
accordance with the Company's bylaws no later than March 27, 2001 (unless the
2001 Annual Meeting is held before June 25, 2001 or after August 24, 2001, in
which case such written notice must be received by the Company not later than
the later of (i) the 120th calendar day prior to the date of the 2001 Annual
Meeting or (ii) the 10th calendar day following the date on which public
announcement of the date of the 2001 Annual Meeting is first made).
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
INCORPORATION BY REFERENCE
The following portions of the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 2000 are incorporated herein by reference:
--Item 6. Selected Financial Data
--Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
--Item 7A. Quantitative and Qualitative Disclosures about Market Risk
--Item 8. Financial Statements and Supplementary Data
The following portions of the Company's Quarterly Report on Form 10-Q
for the quarterly period ended April 30, 2000 are incorporated herein by
reference:
--Item 1. Financial Statements
--Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
--Item 3. Quantitative and Qualitative Disclosures About
Market Risk
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at
the Annual Meeting other than those listed in the Notice of Annual Meeting.
However, if any other matters come before the Annual Meeting, the holders of the
proxies will vote on such matters in their discretion.
All information contained in this Proxy Statement relating to the
securities holdings of directors and officers of the Company is based upon
information received from the individual directors and officers. All information
relating to any beneficial owner of more than five percent of any class of
voting securities of the Company is based upon either information received from
such beneficial owner or information contained in reports filed by such
beneficial owner with the SEC.
By the Order of the Board of Directors
/s/ ED DONAHUE
--------------------------------------
Ed Donahue, Secretary
Houston, Texas
June 26, 2000
6
<PAGE> 9
ANNEX A
AMENDMENTS TO THE CERTIFICATE OF DESIGNATION
FOR SERIES A SENIOR PREFERRED STOCK OF THE COMPANY
1. Section 1 of the Certificate of Designation for Series A Senior
Preferred Stock of the Company (the "Senior Preferred Stock Certificate
of Designation") is hereby amended to read in its entirety as follows:
"Of the authorized but unissued shares of Preferred Stock, 328,667,951
shares are designated Series A Senior Preferred Stock (the "Senior
Preferred Stock"). The Senior Preferred Stock will have a par value
equal to $0.001 per share."
2. The first sentence of Section 3(a) of the Senior Preferred Stock
Certificate of Designation is hereby amended to read in its entirety as
follows:
"(a) The holders of the shares of the Senior Preferred Stock shall be
entitled to be paid, when, as and if declared by the Board of Directors
of the Corporation out of funds legally available for the payment of
dividends, quarterly dividends at the rate equal to, (i) during the two
year period commencing at the Effective Time, $0.10 per share per annum
and, (ii) at any time thereafter, $0.0775 per share per annum, payable
on August 15, 2000 and thereafter quarterly on March 15, June 15,
September 15 and December 15 of each year, commencing September 15,
2000 (each, a "Dividend Payment Date")."
3. Clause (i) of Section 5(a) of the Senior Preferred Stock Certificate of
Designation is hereby amended to read in its entirety as follows:
"(i) If either (1) more than 75 million shares of Senior Preferred
Stock are outstanding at any time after the sixth anniversary of the
Effective Time or (2) the Corporation fails to pay dividends in
accordance with Section 3 herein (as amended from time to time) on any
two Dividend Payment Dates, one-half of the outstanding shares of
Senior Preferred Stock shall be automatically converted into fully paid
and non-assessable shares of Class A Common Stock at the rate of 0.3461
Class A Common Shares for each $1.00 of liquidation preference (the
"Conversion Ratio") of the shares of Senior Preferred Stock so
converted. Any shares of Senior Preferred Stock converted pursuant to
this provision shall be allocated among the holders of the Senior
Preferred Stock on a pro rata basis."
<PAGE> 10
ANNEX B
AMENDMENTS TO THE CERTIFICATE OF DESIGNATION
FOR SERIES A JUNIOR PREFERRED STOCK OF THE COMPANY
1. The last sentence of Section 1 of the Certificate of Designation for
Series A Junior Preferred Stock of the Company (the "Junior Preferred
Stock Certificate of Designation") is hereby amended to read in its
entirety as follows:
"The Junior Preferred Stock will have a par value equal to $0.001 per
share."
2. The first sentence of Section 3 of the Junior Preferred Stock
Certificate of Designation is hereby amended to read in its entirety as
follows:
"The holders of the shares of the Junior Preferred Stock shall be
entitled to be paid, when, as and if declared by the Board of Directors
of the Corporation out of funds legally available for the payment of
dividends, quarterly dividends at the rate equal to, (i) until the
sixth anniversary of the Effective Time (the "First Dividend Period"),
$0.10 per share per annum and, (ii) at any time thereafter (the "Second
Dividend Period"), $0.20 per share per annum, payable on August 15,
2000 and thereafter quarterly on March 15, June 15, September 15 and
December 15 of each year, commencing September 15, 2000 (each, a
"Dividend Payment Date")."
3. Clause (i) of Section 5(a) of the Junior Preferred Stock Certificate of
Designation is hereby amended to read in its entirety as follows:
"(i) If either (1) more than 75 million shares of Senior Preferred
Stock are outstanding at any time after the sixth anniversary of the
Effective Time or (2) the Corporation fails to pay dividends on the
Senior Preferred Stock in accordance with the terms thereof on any two
Dividend Payment Dates (as defined in the Certificate of Designation
for the Senior Preferred Stock, as amended from time to time), all of
the outstanding shares of Junior Preferred Stock shall be automatically
converted into fully paid and non-assessable shares of Class A Common
Stock at the rate of 0.1168 Class A Common Shares for each $1.00 of
Liquidation Preference (the "Conversion Ratio") of the shares of Junior
Preferred Stock so converted."
4. Clause (ii) of Section 7(b) of the Junior Preferred Stock Certificate
of Designation is hereby amended to read in its entirety as follows:
"(ii) authorize or issue, or increase the authorized amount of any
additional class or series of Senior Stock of the Corporation;"
<PAGE> 11
TRANSTEXAS GAS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
July 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TRANSTEXAS GAS CORPORATION.
The undersigned stockholder of TransTexas Gas Corporation (the
"Company") hereby appoints Ed Donahue and Simon Ward, and each of them, proxies
for the undersigned with full power of substitution, to vote all shares of
Company stock which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held in Houston, Texas on Tuesday,
July 25, 2000, at 10:00 a.m., and at any and all adjournments thereof, upon the
matters set forth on the reverse side and described in the accompanying Proxy
Statement, and upon such other matters as may properly come before the Annual
Meeting and any adjournment thereof.
(Continued and to be signed on the other side)
<PAGE> 12
PLEASE MARK THIS PROXY AS INDICATED BELOW TO VOTE ON THE ITEMS PRESENTED. THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ITEMS PRESENTED.
<TABLE>
<S> <C> <C> <C> <C>
Item 1. Approval of amendments to the Certificate of FOR WITHHOLD ABSTAIN
Designation for Series A Senior Preferred Stock --- -------- -------
(the Board of Directors recommends a vote FOR [ ] [ ] [ ]
the approval of the amendments).
Item 2. Approval of amendments to the Certificate of FOR WITHHOLD ABSTAIN
Designation for Series A Junior Preferred Stock --- -------- -------
(the Board of Directors recommends a vote FOR [ ] [ ] [ ]
the approval of the amendments).
</TABLE>
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting and Proxy
Statement dated June 26, 2000. PLEASE MARK,
SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED ENVELOPE.
Please sign as name appears hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
DATE:
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Signature
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Signature
