TRANSAMERICAN REFINING CORP
8-K, 2000-08-14
PETROLEUM REFINING
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<PAGE>   1
                       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):    July 20, 2000


                       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)


<PAGE>   2
ITEM 1.            CHANGES IN CONTROL OF REGISTRANT.

                   Not applicable.

ITEM 2.            ACQUISITION OR DISPOSITION OF ASSETS.

                   Not Applicable.

ITEM 3.            BANKRUPTCY OR RECEIVERSHIP.

                   On July 20, 2000 (the "Confirmation Date"), the United States
                   Bankruptcy Court for the Southern District of Texas, Corpus
                   Christi Division, entered an order (the "Confirmation Order")
                   confirming the Company's Second Amended, Modified and
                   Restated Plan of Liquidation proposed by TransAmerican
                   Refining Corporation (the "Plan") under Chapter 11 of the
                   United States Bankruptcy Code. Capitalized terms that are not
                   defined herein shall have the meanings given them in the
                   Plan. No appeal of the Confirmation Order has been filed, and
                   the deadline for filing a timely appeal has expired. The Plan
                   took effect and was consummated on the Effective Date, which
                   was July 28, 2000. In accordance with the Plan, on the
                   Effective Date, all Interests in the Company, including,
                   without limitation, all of the Company's issued and
                   outstanding shares of common stock, were canceled. The
                   treatment of Claims and the Distributions to holders of
                   Claims under the Plan will be in accordance with the
                   priorities, and in the manner, set forth in the Plan and
                   Confirmation Order. In accordance with the Plan, the Company
                   will be dissolved. Copies of the Plan and Confirmation Order
                   are attached hereto as Exhibits 2.1 and 2.2.

                   Information as to the assets and liabilities of the Company
                   as of June 30, 2000 is included in the monthly operating
                   report filed herewith as Exhibit 99.1.

ITEM 4.            CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                   Not applicable.

ITEM 5.            OTHER EVENTS.

                   Not applicable.

ITEM 6.            RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                   Not applicable.

ITEM 7.            FINANCIAL STATEMENTS AND EXHIBITS.

                   (a)     Financial statements of businesses acquired:

                           Not applicable.

                   (b)     Pro forma financial information:

                           Not applicable.



                                       2
<PAGE>   3
                   (c)     Exhibits:

                           2.1       --Second Amended, Modified and Restated
                                     Plan of Liquidation under Chapter 11 of the
                                     Bankruptcy Code Proposed by Debtor dated
                                     July 18, 2000.

                           2.2       --Order Confirming Debtor's Second Amended,
                                     Modified and Restated Plan of Liquidation
                                     entered July 20, 2000.

                          99.1       --Monthly Operating Report for the period
                                     ended June 30, 2000 (incorporated by
                                     reference to Exhibit 99.1 to the Form 8-K
                                     filed by the Company on August 2, 2000).

ITEM 8.            CHANGE IN FISCAL YEAR.

                   Not applicable.

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

                   Not applicable.




                                       3
<PAGE>   4
                                   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: Administrative Designee


Dated:  August 11, 2000


<PAGE>   5
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
No.                                Description
---                                -----------
<S>                                <C>
2.1  --           Second Amended, Modified and Restated Plan of Liquidation
                  under Chapter 11 of the Bankruptcy Code Proposed by Debtor
                  dated July 18, 2000.

2.2  --           Order Confirming Debtor's Second Amended, Modified and
                  Restated Plan of Liquidation entered July 20, 2000.

99.1 --           Monthly Operating Report for the period ended June 30, 2000
                  (incorporated by reference to Exhibit 99.1 to the Form 8-K
                  filed by the Company on August 2, 2000).
</TABLE>






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