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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): October 4, 2000
TRANSTAR HOLDINGS, L.P.
TRANSTAR CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 033-73270 13-3486874
DELAWARE 033-73270-1 13-3745313
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(State or other jurisdiction of Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
345 PARK AVENUE
NEW YORK, NY 10154
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(Address and zip code of principal executive offices)
(212) 935-2626
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Transtar Holdings, L.P. ("Holdings") announced today that it has
entered into a Reorganization and Exchange Agreement with USX Corporation
("USX") and Transtar, Inc. ("Transtar") regarding the organization of Transtar.
In this reorganization, Holdings will exchange all of its shares in Transtar for
100% of the ownership of four direct Transtar subsidiaries -- Bessemer and Lake
Erie Railroad Company; the Duluth, Missabe and Iron Range Railway Company; the
Pittsburgh & Conneaut Dock Company; and USS Great Lakes Fleet, Inc. and their
subsidiaries (collectively, the "Holdings Companies"). As a result of this
transaction, USX will become the sole owner of Transtar and its remaining direct
subsidiaries -- the Birmingham Southern Railroad Company; the Elgin, Joliet and
Eastern Railway Company; the Lake Terminal Railroad Company; the McKeesport
Connecting Railroad Company; the Mobile River Terminal Company, Inc.; the Union
Railroad Company; the Warrior and Gulf Navigation Company; and Tracks Traffic
and Management Services, Inc., and their subsidiaries.
This reorganization will allow USX and Holdings to follow their
independent strategies for the units they will control. No changes in service
will occur as a result of this reorganization. Currently Holdings' only business
activity is its investment in Transtar. Immediately after the consummation of
the reorganization, Holdings' only business activity will be its investment in
the Holdings Companies.
Consummation of the reorganization is conditioned upon (i) receipt of
required approvals of the Surface Transportation Board, (ii) receipt of
applicable antitrust clearances and (iii) receipt by Holdings of the proceeds of
a financing in an amount sufficient to refinance Holdings' outstanding 13 3/8 %
Senior Discount Notes and the Holdings Companies' allocable portion of certain
indebtedness of Transtar and of financing commitments in an amount sufficient to
fund the working capital needs of the Holdings Companies. In addition, the
reorganization is subject to other conditions customary for similar transactions
of its type.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Reorganization Agreement
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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 hereunto duly authorized.
Dated: October 4, 2000
TRANSTAR HOLDINGS, L.P.
By Blackstone Transportation Company, Inc.
By:
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Name:
Title:
TRANSTAR CAPITAL CORPORATION
By:
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Name:
Title:
