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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 ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
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33-85930 76-0441642
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(Commission File Number) (I.R.S. Employer
Identification No.)
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1300 North Sam Houston Parkway East, Suite 200
Houston, Texas 77032
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(Address of principal executive offices, including zip code)
(281) 986-8822
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(Registrant's telephone number, including area code)
1300 East North Belt, Suite 200
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 a press release
pursuant to Rule 135c under the Securities Act of 1933, as
amended ("Securities Act"), announcing the commencement of an
offering of debt securities not registered or required to be
registered under the Securities Act. This press release is
filed as Exhibit 99.1 to this report and incorporated herein
by reference thereto.
Also on May 14, 1997, the Registrant issued a press release
announcing the commencement of a tender offer for all of the
outstanding common stock purchase warrants of its subsidiary,
TransAmerican Refining Corporation ("TARC"). This press
release is filed as Exhibit 99.2 to this report and
incorporated herein by reference thereto.
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 Announcing
Unregistered Note Offering.
99.2 - Press Release dated May 14, 1997 Announcing Tender
Offer for TARC Common Stock Purchase Warrants.
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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 ENERGY CORPORATION
By /s/ Ed Donahue
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Name: Ed Donahue
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 Announcing
Unregistered Note Offering . . . . . . . . . . . . . . . . . . . . . . . . 6
99.2 Press Release Dated May 14, 1997 Announcing
Tender Offer for TARC Common Stock Purchase Warrants . . . . . . . . . . . 7
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EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: SIMON WARD
PHONE: (281) 987-8600
FAX: (281) 986-8865
TRANSAMERICAN ENERGY CORPORATION ANNOUNCES
SENIOR NOTES OFFERING
HOUSTON, MAY 14, 1997 - TransAmerican Energy Corporation announced today
that it is commencing an offering of an aggregate of $1.53 billion principal
amount of long-term debt, in the form of $425 million principal amount of
Senior Secured Notes due 2002 and $1,105 million principal amount Senior
Secured Discount Notes due 2002 which, if consummated, would result in gross
proceeds of approximately $1.3 billion to the Company. The Notes will be
offered and sold only to qualified institutional buyers (as defined in Rule
144A under the Securities Act of 1933, as amended). The purpose of the
offering is to facilitate a recapitalization of the Company's two operating
subsidiaries, TransTexas Gas Corporation (Nasdaq NMS: TTXG) and TransAmerican
Refining Corporation.
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
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EXHIBIT 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: SIMON WARD
PHONE: (281) 987-8600
FAX: (281) 986-8865
TRANSAMERICAN ENERGY CORPORATION TO COMMENCE TENDER OFFER
FOR SUBSIDIARY COMMON STOCK WARRANTS
HOUSTON, MAY 14, 1997 - TransAmerican Energy Corporation said today that it is
commencing a tender offer for all of the outstanding warrants to purchase the
common stock in its subsidiary, TransAmerican Refining Corporation. Jefferies
& Company, Inc. will act as the exclusive Dealer Manager for the tender offer
and D.F. King will act as the Informaton Agent. The Company is offering to
purchase the warrants at a price of $3.00 per warrant and has established a
tender offer expiration date of June 12, 1997 at 9:30 am, New York time. The
consummation of the tender offer is subject to certain conditions described in
the tender offer documents available from the Dealer Manager and Information
Agent.
TransAmerican Energy Corp. currently owns 80% of the common stock of TransTexas
Gas Corp. and 100% of the common equity of TransAmerican Refining Corp.
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