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)
AUGUST 29, 1996
Commission file number 33-73270
TRANSTAR HOLDINGS, L.P.
<PAGE>
TRANSTAR CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 13-3486874
DELAWARE 13-3745313
(State of Incorporation) (I.R.S. Employer Identification Number)
</TABLE>
<TABLE>
<C> <C>
118 NORTH BEDFORD ROAD, SUITE 300, MT. KISCO, NEW YORK 10549
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code:
(914) 242-5003
<PAGE>
Item 5. Other Events.
On August 29, 1996, Transtar, Inc., a Delaware corporation
("Transtar"), declared a cash dividend, in the amount of $850 per share on
both the Class A Voting Common Stock (the "Voting Stock") and the Class B Non-
Voting Common Stock (the "Non-Voting Stock," and together with the Voting
Stock, the "Common Stock") of Transtar, in the aggregate amount of
$16,362,500. The dividend was paid on August 29, 1996 to holders of record of
Common Stock on August 27, 1996 (the "Record Date").
On the Record Date, Transtar Holdings, L.P., a Delaware limited
partnership ("Holdings") owned 53 percent of the outstanding Common Stock. On
August 29, 1996, the Registrant received $8,670,000 in connection with the
dividend payment (the "Dividend Payment"). Pursuant to (i) an Indenture,
dated as of December 7, 1993 (the "Indenture"), among Holdings, its wholly
owned subsidiary Transtar Capital Corporation ("TCC," and together with
Holdings, the "Issuers"), and United States Trust Company of New York, as
trustee, (the "Trustee"), governing the Issuers' 13 3/8 percent Senior
Discount Notes Due 2003, and (ii) an Escrow Agreement, dated as of December 7,
1993 (the "Escrow Agreement") between Holdings and the Trustee, as escrow
agent (the Trustee, in its capacity as escrow agent, is hereinafter referred
to as the "Escrow Agent"), executed in connection with the Indenture, such
Dividend Payment was deposited with the Escrow Agent in an escrow account (the
"Escrow Account"). Holdings intends to make distributions to its partners
from funds held in the Escrow Account. The balance of the funds held in the
Escrow Account will remain in the Escrow Account and a portion thereof will be
used to pay certain administrative expenses of Holdings in accordance with the
Indenture and the Escrow Agreement. In accordance with the Indenture, once
the funds in the escrow account exceed $10 million, Holdings will offer to
repurchase for cash a portion of the Senior Discount Notes at an offer price
equal to 101% of the accreted value of such notes on the date of purchase.
A copy of the press release, dated as of August 29, 1996, issued by
Transtar in connection with the above-described dividend declarations is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed with this report:
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
99.1 Press Release of Transtar, Inc. dated as of August
29, 1996
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its respective
behalf by the undersigned, thereunto duly authorized, on the 13th day of
September, 1996.
TRANSTAR HOLDINGS, L.P.
By Blackstone Transportation
Company, Inc.
By
James J. Mossman
President
TRANSTAR CAPITAL CORPORATION
By
James J. Mossman
President
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
99.1 Press Release of Transtar, Inc. dated as of August
29, 1996
</TABLE>
