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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): February 7, 2000
TRANSTEXAS GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-12204 76-0401023
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(Commission File Number) (I.R.S. Employer
Identification No.)
1300 North Sam Houston Parkway East, Suite 310
Houston, Texas 77032
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(Address of principal executive offices, including zip code)
(281) 987-8600
(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.
On February 7, 2000 (the "Confirmation Date"), the United States
Bankruptcy Court for the Southern District of Texas, Corpus Christi
Division, signed and entered an order (the "Confirmation Order")
confirming the Company's Second Amended, Modified and Restated
Plan of Reorganization dated January 25, 2000 (the "Plan") under
Chapter 11 of the United States Bankruptcy Code. The Plan will take
effect and be consummated on the Effective Date which is expected to
occur as soon as practicable. The following summary of the Plan is
qualified by reference to the Plan, the Disclosure Statement and
Confirmation Order. Copies of the Plan and Confirmation Order are
attached hereto as Exhibits 2.1 and 2.2. Capitalized terms that are not
defined herein shall have the meanings given them in the Plan.
On the Effective Date, the Company's existing securities, including the
$450 million TransTexas Senior Secured Note, $115.8 million of
TransTexas Subordinated Notes, and all of the Company's issued and
outstanding shares of common stock ("Old Common Stock") will be
canceled. Also on the Effective Date, the holders of the TransTexas
Senior Secured Note Claims will receive a Distribution under the Plan
consisting of approximately (i) 1,002,500 shares of New Class A Common
Stock, (ii) 247,500 shares of New Class B Common Stock, (iii)
222,455,000 shares of New Senior Preferred Stock, (iv) 20,716,000
shares of New Junior Preferred Stock, (v) New Warrants to purchase
625,000 shares of New Class A Common Stock, (vi) $200 million of New
Senior Secured Notes, and (vii) $24.6 million cash. The holders of the
TransTexas Subordinated Notes and Old Common Stock, as well as holders
of General Unsecured Claims, will receive no Distributions on account
of their Claims under the Plan. However, the Plan provides that the
holders of the TransTexas Senior Secured Note Claims will reallocate a
portion of their Plan Distribution as follows: (i) each holder of a
TransTexas Subordinated Note Claim will receive, at its election,
either (x) cash in an amount equal to $.04 per $1.00 of the principal
amount of its Allowed Claim, (y) shares of New Senior Preferred Stock
in an amount equal to $.12 per $1.00 of the principal amount of its
Allowed Claim, or (z) shares of New Junior Preferred Stock in an amount
equal to $.42 per $1.00 of the principal amount of its Allowed Claim;
(ii) each holder of a General Unsecured Claim will receive cash in an
amount equal to its ratable portion of $20 million and its ratable
portion of five million shares of New Senior Preferred Stock; (iii)
each holder of Old Common Stock that is not an Affiliate of the Debtor
will receive its ratable portion of 52,500 shares of New Class A Common
Stock and its ratable portion of 109,375 New Warrants; and (iv) John R.
Stanley, or his designee, will receive 247,500 shares of New Class B
Common Stock and 515,625 New Warrants.
Other creditors of the Company will receive the following Distributions
pursuant to the Plan:
(i) each holder of an Allowed Priority Claim will receive cash in
an amount equal to 100% of the Allowed amount of such Claim on
or as soon as practicable after the later of the Effective
Date or the date on which such Priority Claim becomes an
Allowed Priority Claim;
(ii) each holder of an Allowed Secured Tax Claim will receive, at
the option of the Company, either (a) equal cash payments
every three months following the Effective Date, commencing
March 15, 2000, over a period not exceeding six years totaling
the principal
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amount of such Claim plus 10% interest on any unpaid balance,
(b) such other treatment agreed to by the holder of the
Claim and the Company, provided such treatment is on more
favorable terms to the Company than the treatment in clause
(a), or (c) payment in full in cash on or as soon as
practicable after the later of the Effective Date or the date
on which such Secured Tax Claim becomes an Allowed Secured Tax
Claim;
(iii) the GMAC Secured Claim will be assumed and paid in accordance
with the terms and conditions as are agreed to in writing
between GMAC and the Company;
(iv) each holder of an Allowed Miscellaneous Secured Claim will
receive, at the option of the Company, one of the following
alternatives: (a) the Company will assume the Claim, leaving
the holder's legal, equitable and contractual rights
unaltered, (b) the Company will cure any default, reinstate
the maturity, compensate the holder of the Claim for any
damages and assume the Claim, or (c) the Company will provide
such other treatment as agreed to by the holder of the Claim
and the Company with the prior consent of the Bondholder
Committee and GMAC;
(v) each holder of an Allowed Mineral Interest Secured Claim will
receive, at the holder's election, either (a) equal annual
cash payments over a period of five years totaling the
principal amount of its Claim plus simple interest at the Plan
Rate and, until the Claim is paid in full, a continuing second
priority lien securing such Claim to the extent its Claim is
attributable to the Company's receivables as of the Petition
Date, or (b) cash in an amount equal to 40% of the Allowed
amount of its Claim;
(vi) each holder of an Allowed M&M Lien Secured Claim will receive
equal annual cash payments over a period of five years
totaling the principal amount of its Claim plus simple
interest from the Effective Date at the Plan Rate and, until
the Claim is paid in full, a continuing subordinated lien
securing such Claim;
(vii) the holder of the TransTexas Senior Secured Note Deficiency
Claim will receive no Distribution under the Plan;
(viii) each holder of an Allowed Convenience Claim will receive cash
in an amount equal to 100% of its Allowed Convenience Claim,
without interest, on the Effective Date or as soon as
practicable thereafter; and
(ix) each holder of an Allowed Production Payment Holder Claim will
receive such treatment as will leave its Claim Unimpaired
unless such holder agrees to a different treatment. All
Allowed Production Payment Holder Claims that are not due and
payable on or before the Effective Date will be paid in
accordance with their terms and in the ordinary course of
business.
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Holders of Allowed Claims and Interests as of 5:00
p.m. (CST) on February 15, 2000 (the Distribution
Record Date) will be entitled to participate in
Distributions under the Plan. The Company also
expects, in connection with consummation of the Plan,
to execute a Post Confirmation Credit
Facility and amend the GMAC DIP Facility.
As of the Confirmation Date, there were 57,515,566
shares of Old Common Stock issued and outstanding. As
of the Effective Date, all of the Old Common Stock
will be canceled and the following shares will be
issued and outstanding: approximately (i) 1,002,500
shares of New Class A Common Stock, (ii) 247,500
shares of New Class B Common Stock, (iii) 222,455,000
shares of New Senior Preferred Stock, and (iv)
20,716,000 shares of New Junior Preferred Stock. In
addition, there will be approximately 106,200,000
shares of New Senior Preferred Stock and 25,000,000
shares of New Junior Preferred Stock reserved for
issuance upon payment of dividends in kind, and
625,000 shares of New Class A Common Stock reserved
for issuance upon exercise of New Warrants issued
pursuant to the Plan.
Information as to the assets and liabilities of the
Company as of December 31, 1999 is included in the
unaudited balance sheet attached hereto 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.
(c) Exhibits:
2.1 -- Second Amended, Modified and Restated Plan of
Reorganization of TransTexas Gas Corporation dated
January 25, 2000.
2.2 -- Order Confirming Debtor's Second Amended, Modified and
Restated Plan of Reorganization dated February 7, 2000.
99.1 -- Unaudited Balance Sheet of the Company dated as of
December 31, 1999.
99.2 -- Press Release issued on February 7, 2000.
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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.
TRANSTEXAS GAS CORPORATION
By: /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President
Dated: February 18, 2000
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EXHIBIT INDEX
No. Description Page
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2.1 -- Second Amended, Modified and Restated Plan of Reorganization
of TransTexas Gas Corporation dated January 25, 2000.
2.2 -- Order Confirming Debtor's Second Amended, Modified and
Restated Plan of Reorganization dated February 7, 2000.
99.1 -- Unaudited Balance Sheet of the Company dated as of December
31, 1999.
99.2 -- Press Release issued on February 7, 2000.