TRANSAMERICAN REFINING CORP
8-K, 1998-09-01
PETROLEUM REFINING
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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):   September 1, 1998


                        TRANSAMERICAN REFINING CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     TEXAS
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


                   33-85930                       76-0229632
             ------------------------            ----------------
             (Commission File Number)            (I.R.S. Employer
                                                 Identification No.)


                 1300 North Sam Houston Parkway East, Suite 320
                             Houston, Texas  77032                    
          ------------------------------------------------------------  
          (Address of principal executive offices, including zip code)


                                 (281) 986-8811
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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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 September 1, 1998, the Company issued the press
                 release attached hereto as Exhibit 99.1, which is incorporated
                 herein by reference.

ITEM 6.          RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                 Not applicable.

ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS.

                 The following exhibit is filed as a part of this report:

                 99.1  Press Release dated September 1, 1998.

ITEM 8.          CHANGE IN FISCAL YEAR.

                 Not applicable.

ITEM 9.          SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

                 Not applicable.





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<PAGE>   3
                                   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/  ED DONAHUE
                               ----------------------------------------------
                            Name:  Ed Donahue
                            Title: Vice President


Dated: September 1, 1998
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                                    EXHIBITS

Exhibit
  No.                              Description                             
- -------                            -----------                             

  99.1      Press Release dated September 1, 1998.





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<PAGE>   1
               [TRANSAMERICAN REFINING CORPORATION LETTERHEAD]




                                                          NEWS RELEASE


FOR IMMEDIATE RELEASE
CONTACT: SIMON WARD
PHONE:   (281) 987-8600
FAX:     (281) 986-8865

            TRANSAMERICAN REFINING CORP. UPDATES PROJECT STATUS &

                 CAPITAL IMPROVEMENT PROGRAM BUDGET ESTIMATE

HOUSTON, SEPTEMBER 1, 1998 - TransAmerican Refining Corporation
("TransAmerican") today said that it had completed a revised estimate of the
cost to complete its Capital Improvement Program ("CIP") at its Norco,
Louisiana refinery complex. TransAmerican said that it had revised the budget
for the CIP, after performing an extended detailed review of all available data
in conjunction with Baker & O'Brien, Construction Supervisor, and its
engineering contractors.

The Company now estimates that remaining expenditures of $121 to $145 million
are required to complete the CIP, depending upon the use of an unallocated
contingency amount of $24 million.  These remaining expenditures would result
in total CIP costs of $648 to $672 million. Management is considering various
alternatives to fund the completion of the refinery.

The cost increases resulted primarily from acceleration of the construction
schedule for the CIP, resulting in extensive overtime charges, low overall
labor productivity and increased costs to expedite delivery of equipment;
inadequate engineering quality on the HDS Unit, resulting in substantial rework
and lower labor productivity; the extensive refurbishment required of used
equipment; poor contractor estimates and cost controls, work planning and
reporting; and increased competition for labor requiring higher labor
compensation.

The Crude Unit and Vacuum Unit are currently operating at a crude input rate of
110,000 to 120,000 barrels per day. The Company has achieved mechanical
completion of the Delayed



- --------------------------------------------------------------------------------
Except for the historical information contained herein, the matters set forth
in this news release may contain forward looking statements that involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward looking statements. Factors which may
cause actual results to differ include engineering problems, work stoppages,
further cost overruns, personnel or material shortages, casualty losses,
unavailability of financing, competition and fluctuations in feedstock and
product prices, over which the Company may have no control. Investors are
directed to consider the risks and other uncertainties discussed in documents
filed by the Company with the Securities and Exchange Commission.
                                   (more)
<PAGE>   2
Coking Unit, HDS Unit and 160 tons per day Sulfur Unit and expects to place
these units in operation in September. The CIP is expected to be mechanically
complete by the end of March and fully operational by the end of May 1999,
approximately eight months ahead of the date required by the Senior Secured
Notes indenture of TransAmerican's parent, TransAmerican Energy Corporation.
TransAmerican Energy Corp. currently owns 100% of the outstanding common stock
of TransAmerican Refining Corp. and approximately 72% of the equity of
TransTexas Gas Corp.

TransAmerican Refining owns and operates a large refinery, located near New
Orleans, undergoing a capital improvement program that is expected to allow it
to process 200,000 barrels per day of mixed feedstock, including a large
component of heavy, sour crude.







- --------------------------------------------------------------------------------
Except for the historical information contained herein, the matters set forth in
this news release may contain forward looking statements that involve certain
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Factors which may cause actual
results to differ include engineering problems, work stoppages, further cost
overruns, personnel or material shortages, casualty losses, unavailability of
financing, competition and fluctuations in feedstock and product prices, over
which the Company may have no control. Investors are directed to consider the
risks and other uncertainties discussed in documents filed by the Company with
the Securities and Exchange Commission. 
                                      ###



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