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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2003
------------------
COMMISSION FILE NUMBER 0-30475
TRANSTEXAS GAS CORPORATION
1300 NORTH SAM HOUSTON PARKWAY EAST
SUITE 310
HOUSTON, TEXAS 77032-2949
Registrant's telephone number, including area code: (281) 987-8600
DELAWARE 76-0401023
(State of incorporation) (I.R.S. employer
identification no.)
------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $0.01 PAR VALUE
SERIES A SENIOR PREFERRED STOCK, $0.001 PAR VALUE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Indicate by check mark whether the registrant has filed all documents
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [X] No [ ]
The aggregate market value of the common stock held by non-affiliates of
the registrant on April 30, 2003 was $6,979,371.
The number of shares of Class A Common Stock of the registrant outstanding
on April 30, 2003 was 63,448,830.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the "Amendment") is being filed to
amend the annual report on Form 10-K of TransTexas Gas Corporation (the
"Company" or "TransTexas") filed with the Securities and Exchange Commission on
May 1, 2003 (the "Original 10-K"). The purpose of this Amendment is to include
Items 10, 11, 12 and 13 previously intended to be incorporated by reference
through the Company's proxy statement for its 2003 annual meeting of
stockholders. The Company will not be filing its proxy statement for its 2003
annual meeting within 120 days following its year ended January 31, 2003 and,
therefore, is filing this Amendment. The Amendment does not amend any other
disclosure in the Original 10-K.
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TABLE OF CONTENTS
PART III
Page
----
Item 10. Directors and Executive Officers of the Registrant ................................... 1
Item 11. Executive Compensation ............................................................... 2
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters ....................................................... 4
Item 13. Certain Relationships and Related Transactions ....................................... 6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following provides information regarding the Company's directors as of
April 30, 2003.
NAME OFFICE TERM EXPIRES
- ---- ------ ------------
R. Gerald Bennett .......................... Director - Class II 2005
Ronald H. Benson ........................... Director - Class II 2005
Ted E. Davis ............................... Director - Class I 2004
Walter S. Piontek .......................... Director - Class I 2004
R. GERALD BENNETT, age 61, has been a director of the Company since March
17, 2000. He is the Chief Executive Officer and President of Total Safety Inc.
From June 1996 to December 1998, Mr. Bennett was a Senior Vice President of
Equitable Gas Company. Prior thereto, Mr. Bennett served as President and Chief
Executive Officer of Fuel Resources, Inc., a wholly owned subsidiary of The
Brooklyn Union Gas Company.
RONALD H. BENSON, age 57, has been a director of the Company since March
17, 2000. He is an independent consultant for Haddington Ventures LLC and a
private investor. From 1997 to 1999, he was an executive officer of TPC Corp, a
subsidiary of Pacificorp. From 1994 to 1997, he was President of TPC Gathering
and Transmission Company. From 1991 to 1993, he was President of Phibro Energy
Productions, Inc. Prior thereto, he was Vice President of Natural Gas Trading
for Phibro Energy, Inc.
TED E. DAVIS, age 64, has been a director of the Company since his election
in June 2001. He is retired from Conoco Inc. where he was employed for 35 years
in various capacities including President of Exploration Production for
International Operations, President of Upstream North America and Vice President
of Natural Gas and Gas Products.
WALTER S. PIONTEK, age 66, has been a director of the Company since March
17, 2000. He is retired from Mobil Oil Corporation where he was employed for 39
years in various capacities including Executive Vice President of Mobil's North
American exploration and production operations.
On March 27, 2003, Mr. Vincent J. Intrieri, a Class III Director of the
Company since 2002, resigned.
For information regarding the Company's executive officers see "Executive
Officers of the Registrant" under Part I, Item 4 on page 8 of this Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, officers and holders of more than 10% of a registered
class of the Company's equity securities ("Reporting Persons") to file reports
of ownership and changes in ownership with the SEC. Such Reporting Persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) reports they file. Based solely on a review of information furnished to
the Company and reports filed through the Company, the Company believes that all
Section 16(a) filing requirements applicable to its Reporting Persons were
complied with during the year ended January 31, 2003.
1
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation paid during the years ended
January 31, 2003, 2002 and 2001 to the Chief Executive Officer and the next four
most highly compensated executive officers of the Company whose total annual
salary and bonus exceeded $100,000 in the year ended January 31, 2003.
ANNUAL COMPENSATION
------------------------------------------------------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL
POSITION YEAR SALARY BONUS COMPENSATION(1)
-------- ---- -------- ----- ---------------
Arnold H. Brackenridge(3) ................2003 $350,000 $ 58,333 $8,000
Chief Executive Officer 2002 309,615 -- 6,800
2001 -- -- --
John R. Stanley(2) .......................2003 46,154 -- 1,846
Former Chief Executive Officer 2002 396,923 -- 6,800
2001 526,923 -- 6,115
Edwin B. Donahue .........................2003 363,000 55,000 8,000
Vice President, Chief Financial 2002 330,000 -- 6,800
Officer and Secretary 2001 326,116 300,000(4) 7,746
Gregory J. Halvatzis(5) ..................2003 200,000 16,667 6,857
Vice President of Exploration 2002 192,846 -- --
2001 -- -- --
Simon J. Ward ............................2003 219,350 36,558 8,000
Vice President and Treasurer 2002 219,349 -- 6,800
2001 214,520 50,000 1,633
George C. Wright .........................2003 218,645 -- 8,000
Vice President of Accounting 2002 181,912 -- 6,800
2001 179,247 25,000 5,409
(1) Reflects amounts contributed by the Company under the Company's Savings
Plan. Certain of the Company's executive officers receive personal
benefits in addition to salary and cash bonuses. The aggregate amount of
such personal benefits, however, does not exceed the lessor of $50,000 or
10% of the total of the annual salary and bonus reported for the named
executive officer and accordingly, such amounts have been excluded from
the table.
(2) In March 2002, Mr. Stanley's employment was terminated pursuant to a
separation agreement with the Company. For payments made under the
separation agreement, see "Employment Agreements."
(3) Mr. Brackenridge joined the Company in March 2001.
(4) Reflects amount due for prior periods upon assumption by the Company of
Mr. Donahue's employment contract as part of the Company's prior
bankruptcy proceeding as described below.
(5) Mr. Halvatzis was elected Vice President of Exploration in March 2002.
EMPLOYMENT AGREEMENTS
In March 2000, the Company and Mr. Stanley entered into a three-year
employment agreement. In March 2002, Mr. Stanley resigned as Chief Executive
Officer and as Chairman and member of the Board of Directors of the Company. Mr.
Stanley's employment agreement provided that the Company would pay him $3.0
million in cash upon the termination of his employment. A separation agreement
between Mr. Stanley and the Company provided that the Company would pay Mr.
Stanley $3.0 million in installments, together with interest at a rate of 10%
per annum. During fiscal year 2003, the Company paid Mr. Stanley $2,307,965
pursuant to the separation agreement. At January 31, 2003, the severance
remaining to be paid to Mr. Stanley was $0.8 million.
2
In December 1998, the Company and Mr. Donahue entered into a two-year
employment agreement, which provided that Mr. Donahue was entitled to a bonus of
$500,000. The balance of this bonus was paid during fiscal year 2001 after the
Company assumed Mr. Donahue's employment agreement as part of its prior
bankruptcy proceeding.
In January 2001, the Company and Mr. Halvatzis entered into a severance
agreement, which provided that if the Company terminates Mr. Halvatzis'
employment other than for cause, the Company shall pay Mr. Halvatzis his salary
for three months past the date of his termination.
In May 1998, the Company and Mr. Ward entered into a severance agreement,
which provided that if the Company terminates Mr. Ward's employment other than
for cause, the Company shall pay Mr. Ward his salary for 12 months past the date
of his termination.
DIRECTOR COMPENSATION
All independent directors are paid an annual fee of $60,000, payable in
quarterly installments. The Board of Directors meets regularly each quarter.
Independent directors also receive $2,000 for each meeting attended in addition
to the four regular quarterly meetings. Independent directors are reimbursed for
reasonable out-of-pocket expenses incurred in attending meetings of the Board of
Directors or committees and for other reasonable expenses related to the
performance of their duties as directors.
SAVINGS PLAN
The Company maintains a long-term savings plan (the "Savings Plan") in
which eligible employees of the Company may elect to participate. Each employee
becomes eligible to participate in the Savings Plan on January 1 and July 1
following the completion of one year of service with the Company and attainment
of age 21. The Savings Plan is intended to constitute a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and
contains a salary reduction arrangement described in Section 401(k) of the Code.
Each participant may elect to reduce his compensation by a percentage equal
to 2% to 15% and the Company will contribute that amount to the Savings Plan on
a pre-tax basis on behalf of the participant. The Code limits the annual amount
that a participant may elect to have contributed on his behalf on a pre-tax
basis to the Savings Plan. For 2003, this limit is $12,000, $14,000 for those
individuals 50 years of age or older. The Company presently makes a matching
contribution in an amount equal to 100% of the amount elected to be contributed
by each participant on a pre-tax basis, up to a maximum of 4% of each
participant's compensation. Each participant also may elect to contribute up to
10% of his compensation to the Savings Plan on an after-tax basis. The Code
imposes nondiscrimination tests on contributions made to the Savings Plan
pursuant to participant elections and on the Company's matching contributions,
and limits amounts that may be allocated to a participant's Savings Plan account
each year. In order to satisfy the nondiscrimination tests, contributions made
on behalf of certain highly compensated employees (as defined in the Code) may
be limited. Contributions made to the Savings Plan pursuant to participant
elections and matching contributions are at all times 100% vested. Contributions
to the Savings Plan are invested, according to specified investment options
selected by the participants, in investment funds maintained by the trustee of
the Savings Plan. Generally, a participant's vested benefits will be distributed
from the Savings Plan as soon as administratively practicable following a
participant's retirement, death, disability or other termination of employment.
In addition, a participant may elect to withdraw his after-tax contributions
from the Savings Plan prior to his termination of employment and, subject to
strict limitations and exceptions, the Savings Plan provides for withdrawals of
a participant's pre-tax contributions prior to a participant's termination of
employment in the event of the participant's severe financial hardship or
attainment of age 59 1/2. The Savings Plan may be amended or terminated by the
Board of Directors of the Company. As of January 31, 2003, approximately 74
employees of the Company were eligible to participate in the Savings Plan,
including its executive officers.
EXECUTIVE REIMBURSEMENT PLAN
The Company maintains an executive reimbursement plan in which certain
officers and key employees of the Company are entitled to participate. Pursuant
to this plan, participants are entitled to reimbursement of medical expenses not
otherwise covered by the Company's medical insurance. During the year ended
January 31, 2003, Mr. Brackenridge received $16,006, Mr. Stanley received
$14,009, Mr. Donahue received $6,658, Mr. Halvatzis received $11,524, Mr. Ward
received $17,065 and Mr. Wright received $7,850 in reimbursements under this
plan.
3
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not presently have a compensation committee, rather the
entire Board of Directors reviews and sets executive officer compensation. No
officer or employee of the Company participated in deliberations of the Board of
Directors concerning executive officer compensation.
The Company's executive compensation program consists of a mixture of base
salary, cash bonuses and certain benefits. In determining the total amount and
mixture of the compensation package for each executive officer, the Board of
Directors subjectively considers the overall value to the Company of each
executive in light of numerous factors such as competitive position, individual
performance including past and expected contribution to the Company's goals of
each executive officer and the Company's long-term needs and goals including
attracting and retaining key management personnel. The Board of Directors does
not base the executive officer's compensation on any formula related to the
Company's performance due to the insolvent status of the Company. At this time,
the Company reviews the market rates for similar executive officer positions in
similar sized companies and reviews the individual executive officer's
experience, qualifications and the aforementioned factors in determining the
appropriate compensation.
The Company's Chief Executive Officer, Arnold H. Brackenridge, received
approximately $416,000 as compensation in fiscal year 2003 since his election in
March 2002. From March 2001 to March 2002, Mr. Brackenridge returned from
retirement to serve as the Company's President and Chief Operating Officer, a
role he previously served in from June 1992 until his retirement in 1999. Prior
to 1992, Mr. Brackenridge served for eight years as the President and Chief
Executive Officer of Wintershall Energy, a business group of BASF Corporation.
The Board of Directors believes that Mr. Brackenridge's compensation is
appropriate based upon his experience in the energy industry.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Class A Common Stock from April 24, 2000 (the date the Class A Common
Stock began trading on the OTCBB under the symbol "TTXG") to January 31, 2003,
with the cumulative total stockholder return of the Nasdaq Stock Market Index
and a peer group (which includes National Energy, Contour Energy, Greka Energy,
Wiser Energy, Howell Corp, Benton Oil & Gas, Mallon Resources, Panaco, Esenjay
Petroleum and KCS Energy) over the same period. The comparison assumes a $100
investment on April 24, 2000 in the Class A Common Stock, the Nasdaq Stock
Market Index and the peer group, and assumes reinvestment of all dividends and
distributions. The last sale price of the Class A Common Stock on April 30, 2003
was $0.11.
Year Ended January 31,
--------------------------------------------
4/24/00 2001 2002 2003
------- ---- ---- ----
TransTexas ...................... $100 $345 $ 53 $ 4
Peer Group ...................... 100 172 108 115
Nasdaq Index .................... 100 80 56 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the
beneficial ownership of each class of the Company's outstanding voting
securities as of April 29, 2003, by (i) each director, (ii) each executive
officer, (iii) each person known to the Company to beneficially own more than
five percent of each class of voting securities and (iv) all directors and
executive officers of the Company as a group. Except as otherwise indicated,
each stockholder identified in the table has sole voting and investment power
with respect to its or his shares.
4
SENIOR PREFERRED STOCK
SHARES OWNED
------------------------------------
NAME AND ADDRESS NUMBER PERCENTAGE
- ---------------- ------ ----------
Arnold H. Brackenridge ........................................... -- --
Edwin B. Donahue ................................................. -- --
Gregory J. Halvatzis ............................................. -- --
David R. Jennings ................................................ -- --
John R. Thompson ................................................. -- --
Simon J. Ward .................................................... -- --
George C. Wright ................................................. -- --
R. Gerald Bennett ................................................ -- --
Ronald H. Benson ................................................. -- --
Ted E. Davis ..................................................... -- --
Walter S. Piontek ................................................ -- --
All directors and officers as a group (11 persons) ............... -- --
Credit Suisse First Boston Corporation(1) ........................ 61,100,150 37.2%
High River Limited Partnership(2)................................. 56,374,872 34.3%
Oaktree Capital Management, LLC(3) ............................... 17,009,642 10.4%
Angelo, Gordon & Co., L.P.(4) .................................... 12,307,984 7.5%
CLASS A COMMON STOCK
SHARES OWNED
------------------------------------
NAME AND ADDRESS NUMBER PERCENTAGE
- ---------------- ------ ----------
Arnold H. Brackenridge(5)......................................... 18 *
Edwin B. Donahue(6)............................................... 24 *
Gregory J. Halvatzis ............................................. -- --
David R. Jennings ................................................ -- --
John R. Thompson ................................................. -- --
Simon J. Ward .................................................... -- --
George C. Wright ................................................. -- --
R. Gerald Bennett ................................................ -- --
Ronald H. Benson ................................................. -- --
Ted E. Davis ..................................................... -- --
Walter S. Piontek ................................................ -- --
All directors and officers as a group (11 persons) ............... 42 *
Credit Suisse First Boston Corporation(1) ........................ 20,604,424 32.5%
High River Limited Partnership(2)................................. 24,547,505 38.7%
Oaktree Capital Management, LLC(3) ............................... 6,721,744 10.6%
Angelo, Gordon & Co., L.P.(4) ................................... 4,426,458 7.0%
- -------------
* Less than 1% of the shares outstanding in the class.
(1) Information contained herein concerning Credit Suisse First Boston
Corporation is based upon information reported on a Schedule 13G/A filed
by Credit Suisse First Boston Corporation effective as of December 31,
2002. The principal business address of Credit Suisse First Boston is 11
Madison Avenue, New York, New York 10010.
(2) High River Limited Partnership is the direct beneficial owner of the
20,604,424 shares of Class A Common Stock and the 56,374,872 shares of
Senior Preferred Stock. Barberry Corp., a Delaware corporation, is the
general partner of High River Limited Partnership, and Carl C. Icahn is
the sole member of Barberry Corp. and owns 100% of the interest therein.
As the general partner of High River Limited Partnership, Barberry Corp.
may be deemed to beneficially own all of the securities which High River
Limited Partnership directly beneficially owns. Mr. Icahn has shared
voting power and shared dispositive power with regard to the 20,604,424
shares of Class A Common Stock and the 56,374,872 shares of Senior
Preferred Stock, however, he is in a position directly and indirectly to
determine the investment and voting decisions made by Barberry Corp. and
High River Limited Partnership. Both Barberry Corp.
5
and High River Limited Partnership maintain their principal place of
business at 100 South Bedford Road, Mount Kisco, New York 10549. Mr.
Icahn's principal business address is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153. Information contained
herein concerning securities held by High River Limited Partnership is
based upon information reported on a Schedule 13D/A effective as of
September 16, 2002.
(3) The securities represented to be owned by Oaktree Capital Management, LLC
are held by OCM Opportunities Fund II, L.P., for which Oaktree Capital
Management, LLC acts as the general partner, and by Columbia/HCA Master
Retirement Trust (Separate Account II), for which Oaktree Capital
Management, LLC acts as the investment manager. Although Oaktree Capital
Management, LLC may be deemed to beneficially own such securities for
purposes of the reporting requirements of the Securities Exchange Act of
1934, as amended, Oaktree Capital Management, LLC, a registered
investment advisor under the Investment Advisors Act of 1940, as amended,
disclaims any beneficial ownership of such securities held by the above
referenced fund and account. Information contained herein concerning
securities held by Oaktree Capital Management, LLC is based upon
information reported on a Schedule 13G effective as of September 16,
2002. The principal business address of Oaktree Capital Management, LLC
is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(4) The securities represented to owned by Angelo, Gordon & Co., L.P. are
held for the accounts of 19 private investment funds for which Angelo,
Gordon & Co., L.P. acts as general partner and/or discretionary
investment advisor. Angelo, Gordon & Co., L.P. is a Delaware limited
partnership. AG Partners, L.P., a Delaware limited partnership, is the
sole general partner of Angelo, Gordon & Co., L.P. Mr. John M. Angelo is
a general partner of AG Partners, L.P. and the chief executive officer of
Angelo, Gordon & Co., L.P. Mr. Michael L. Gordon is the other general
partner of AG Partners, L.P. and the chief operating officer of Angelo,
Gordon & Co., L.P. Thus, under certain circumstances, Mr. Angelo and Mr.
Gordon may also be deemed to be beneficial owners of the securities held
by Angelo, Gordon & Co., L.P. Information contained herein concerning
securities held by Angelo, Gordon & Co., L.P. is based upon information
reported on a Schedule 13G effective as of December 31, 2002. The
principal business address of Angelo, Gordon & Co., L.P. is 245 Park
Avenue, 26th Floor, New York, New York 10167.
(5) The address of Arnold H. Brackenridge is 1300 North Sam Houston Parkway
East, Houston, Texas 77032-2949.
(6) The address of Edwin B. Donahue is 1300 North Sam Houston Parkway East,
Houston, Texas 77032-2949.
CHANGES IN CONTROL
The Company's proposed Plan of Reorganization, in part, provides for the
cancellation of all present common and preferred equity interests and the
simultaneous issuance of new common stock in equal amounts to Credit Suisse
First Boston Management LLC, Oaktree Capital Management, LLC and Angelo, Gordon
& Co., L.P. (the "New Common Stockholders"). The New Common Stockholders are
three of the four creditors in the Company's $52 million Oil & Gas Credit
Facility, which is secured by a first lien on substantially all of the Company's
assets. The Oil & Gas Credit Facility will be reduced to approximately $37
million, $5 million of which will be held by the New Common Stockholders. Under
the Company's proposed Plan of Reorganization, the New Common Stockholders will
provide a $3.5 million loan for the recommencement of the Company's drilling
program.
Presently, the holders of the Company's Senior Preferred Stock elect all of
the members of the Company's Board of Directors. Upon confirmation of the
proposed Plan of Reorganization by the Bankruptcy Court, the New Common
Stockholders will have the right to elect all of the members of the Company's
Board of Directors.
The Company expects the proposed Plan of Reorganization to be amended,
however, at this time, the Company is unable to state the terms of any such
amendment. No assurance can be given that the Bankruptcy Court will approve the
Company's proposed Plan of Reorganization. Additional information with respect
to any such amended Plan of Reorganization will be provided on a Form 8-K or on
the Company's website at www.transtexasgas.com.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 2000, the Company and Mr. Stanley entered into a three-year
employment agreement. In March 2002, Mr. Stanley resigned as Chief Executive
Officer and as Chairman and member of the Board of Directors of the Company. Mr.
Stanley's employment agreement provided that the Company would pay him $3.0
million in cash upon the termination of his employment. A separation agreement
between Mr. Stanley and the Company provided that the Company would pay Mr.
Stanley $3.0 million in installments, together with interest at a rate of 10%
per annum. During fiscal year 2003, the Company paid Mr. Stanley $2,307,965
pursuant to the separation agreement. At January 31, 2003, the severance
remaining to be paid to Mr. Stanley was $0.8 million.
6
As discussed in Note 7 of Notes to Consolidated Financial Statements, the
Company and CSFB entered into an unsecured Term Loan Agreement wherein CSFB
advanced to the Company the principal sum of $2.0 million. CSFB is the
beneficial owner of more than 10% of each of the 15% Notes, Class A Common Stock
and Senior Preferred Stock.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 2, 2003.
TRANSTEXAS GAS CORPORATION
By: /s/ ARNOLD H. BRACKENRIDGE
-----------------------------------
ARNOLD H. BRACKENRIDGE
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on June 2, 2003.
NAME TITLE
---- -----
/s/ ARNOLD H. BRACKENRIDGE President, Chief Executive Officer and Chief
------------------------------------ Operating Officer (Principal Executive Officer)
Arnold H. Brackenridge
/s/ ED DONAHUE Vice President and Chief Financial Officer
------------------------------------ (Principal Financial and Accounting Officer)
Ed Donahue
/s/ R. GERALD BENNETT Director
------------------------------------
R. Gerald Bennett
/s/ RONALD H. BENSON Director
------------------------------------
Ronald H. Benson
/s/ TED E. DAVIS Director
------------------------------------
Ted E. Davis
/s/ WALTER S. PIONTEK Director
------------------------------------
Walter S. Piontek
8
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Arnold H. Brackenridge, certify that:
1. I have reviewed this annual report on Form 10-K/A, Amendment No. 1, of
TransTexas Gas Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or other persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 2, 2003 /s/ ARNOLD H. BRACKENRIDGE
-----------------------------------------
Arnold H. Brackenridge
President, Chief Executive Officer and
Chief Operating Officer
9
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Ed Donahue, certify that:
1. I have reviewed this annual report on Form 10-K/A, Amendment No. 1, of
TransTexas Gas Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or other persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 2, 2003 /s/ ED DONAHUE
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Ed Donahue
Vice President, Chief Financial Officer and
Secretary
10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 - Certification of Chief Executive Officer and Chief Financial
Officer
11