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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
TRANSAMERICAN REFINING CORPORATION
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(Exact name of registrant as specified in its charter)
TEXAS
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(State or other jurisdiction of incorporation)
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33-85930 76-0229632
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(Commission File Number) (I.R.S. Employer
Identification No.)
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1300 North Sam Houston Parkway East, Suite 320
Houston, Texas 77032
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(Address of principal executive offices, including zip code)
(281) 986-8811
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(Registrant's telephone number, including area code)
1300 East North Belt, Suite 320
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.
TRANSAMERICAN REFINING CORPORATION
By /s/ R. Glenn McGinnis
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Name: R. Glenn McGinnis
Title: Vice President
Dated: May 15, 1997
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EXHIBITS
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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
CONTACT: SIMON WARD
PHONE: (713) 987-8600
FAX: (713) 986-8865
TRANSAMERICAN REFINING COMMENCES TENDER OFFER
HOUSTON, MAY 14, 1997 - TransAmerican Refining announced today that it
intends to commence a tender offer to purchase all of its outstanding $340
million of Guaranteed First Mortgage Discount Notes due 2002 and $100 million
of Guaranteed First Mortgage Notes due 2002. The Company is offering to
purchase the First Mortgage Notes at 110% of the principal amount plus accrued
and unpaid interest to the purchase date and is offering to purchase the First
Mortgage Discount Notes at 110% of the accreted value 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
anticipates receiving a loan from its parent, TransAmerican Energy Corporation,
the proceeds of which are expected to be used to finance the tender offer. The
consummation of the tender offer is subject to certain conditions, including
the tender of at least 95% of the Notes and the proposed loan from
TransAmerican Energy Corporation, which are described in the tender offer
documents available from the Dealer Manager and Information Agent. The tender
offer is scheduled to expire at 9:30 am, New York time, on June 13, 1997.
TransAmerican Refining owns & operates a large refinery, located near New
Orleans, undergoing a capital improvement program that will allow it to
process 200,000 barrels per day of mixed feedstock, including a large component
of heavy, sour crude.
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