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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): August 31, 1998
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)
33-85930 76-0441642
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(Commission File Number) (I.R.S. Employer
Identification No.)
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)
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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 August 31, 1998, TransAmerican Refining Corporation, a
wholly owned subsidiary of 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 August 31, 1998 of TransAmerican
Refining Corporation.
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 and Chief Financial Officer
Dated: August 31, 1998
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EXHIBITS
Exhibit
No. Description
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99.1 Press Release dated August 31, 1998 of TransAmerican Refining
Corporation.
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[TRANSAMERICAN LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Simon Ward
Phone: (281) 987-8600
Fax: (281) 986-8865
TRANSAMERICAN REFINING CORP. ANNOUNCES INVESTMENT NEGOTIATIONS
HOUSTON, August 31, 1998 - TransAmerican Refining Corporation (TransAmerican)
today said that it was engaged in negotiations with an investor group which, if
consummated, would result in an investment in TransAmerican of approximately
$100 million. The investment is expected to be completed by the end of
September and would result in a change of control at TransAmerican. Management
believes that the proceeds of the investment, together with anticipated
borrowings and other sources of capital, would be sufficient to fund the
completion of the Capital Improvement Program underway at the refinery.
Consummation of any such transaction will be contingent upon obtaining the
consent of holders of the Company's Senior Subordinated Notes and holders of
the Senior Secured Notes and Senior Secured Discount Notes of its parent,
TransAmerican Energy Corporation.
SECURITIES WHICH MAY BE ISSUED TO INVESTORS 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.
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. As a result
of these and other factors, there can be no assurance that the anticipated
financing of the Capital Improvement Program will be consummated on terms
favorable to the Company, if at all.
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