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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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REGISTRATION NUMBER 33-85930
TRANSAMERICAN REFINING CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0229632
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1300 NORTH SAM HOUSTON PARKWAY EAST
SUITE 320
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 986-8811
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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]
The number of shares of common stock and common stock purchase warrants of
the registrant outstanding on April 30, 1997, was 30,000,000 and 7,495,313,
respectively.
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PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
PAGE
----
(1) Report of Independent Accountants....................... 16
Balance Sheet.......................................... 17
Statement of Operations................................ 18
Statement of Stockholder's Equity...................... 19
Statement of Cash Flows................................ 20
Notes to Financial Statements.......................... 21
(2) All schedules have been omitted because the information is either not
required or is set forth in the financial statements or the notes
thereto.
(3) Exhibits
The following instruments are included as exhibits to this Annual Report on
Form 10-K and are filed herewith unless otherwise indicated. Exhibits
incorporated by reference are so indicated by parenthetical information.
2.1 -- Stock Transfer Agreement dated as of February 23, 1995,
between TARC, TEC and TransAmerican (previously filed as
Exhibit 2 to TARC's and TEC's Current Report on Form 8-K
dated March 14, 1995 and incorporated herein by
reference)
3.1 -- Articles of Incorporation of TARC (previously filed as
Exhibit 3.1(i) to TARC's and TEC's Registration Statement
on Form S-1 (Registration No. 33-82200) and incorporated
herein by reference)
3.2 -- By-laws of TARC (previously filed as Exhibit 3.1(ii) to
TARC's and TEC's Registration Statement on Form S-1
(Registration No. 33-82200) and incorporated herein by
reference)
4.1 -- Indenture dated as of February 15, 1995, between TARC,
First Fidelity Bank, National Association, as Trustee and
TEC, with respect to the Guaranteed First Mortgage
Discount Notes and the Guaranteed First Mortgage Notes
(together, the "Notes"), including the forms of Notes as
exhibits (previously filed as Exhibit 3 to TARC's and
TEC's Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.2 -- Warrant Agreement dated as of February 23, 1995, among
the Company, TEC and First Fidelity Bank, National
Association, as Warrant Trustee, with respect to the
Common Stock Purchase Warrants including the form of
Warrant as an exhibit (previously filed as Exhibit 4 to
TARC's and TEC's Current Report on Form 8-K dated March
14, 1995 and incorporated herein by reference)
4.3 -- Pledge Agreement dated as of February 23, 1995, from TARC
to First Fidelity Bank, National Association, as Trustee
(previously filed as Exhibit 5 to TARC's and TEC's
Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.4 -- Security Agreement dated as of February 23, 1995, from
TARC to First Fidelity Bank, National Association, as
Trustee (previously filed as Exhibit 6 to TARC's and
TEC's Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
1
3
4.5 -- Cash Collateral and Disbursement Agreement dated as of
February 23, 1995, among TARC, First Fidelity Bank,
National Association, as Trustee, First Fidelity Bank,
N.A., as Disbursement Agent, and Baker & O'Brien, Inc.,
as Construction Supervisor (previously filed as Exhibit 7
to TARC's and TEC's Current Report on Form 8-K dated
March 14, 1995 and incorporated herein by reference)
4.6 -- Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement from TARC in favor of
First Fidelity Bank, National Association, as Trustee
(previously filed as Exhibit 8 to TARC's and TEC's
Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.7 -- Registration Rights Agreement dated as of February 23,
1995, between TransTexas, TARC, and TEC (previously filed
as Exhibit 10 to TARC's and TEC's Current Report on Form
8-K dated March 14, 1995 and incorporated herein by
reference)
4.8 -- First Supplemental Indenture dated as of February 24,
1997 among the Company, TEC and First Union National
Bank, f/k/a First Fidelity Bank, N.A. (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.9 -- Indenture dated as of March 14, 1997, between TARC and
First Union National Bank, as Trustee, with respect to
the $36 million Senior Secured Notes due 1998, including
the form of Note as an exhibit (previously filed as an
exhibit to TARC's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.10 -- Pledge Agreement dated as of March 14, 1997, from TARC to
First Union National Bank, as Trustee (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.11 -- Security Agreement dated as of March 14, 1997, from TARC
to First Union National Bank, as Trustee (previously
filed as an exhibit to TARC's Annual Report on Form 10-K
for the fiscal year ended January 31, 1997 and
incorporated herein by reference).
4.12 -- Cash Collateral and Disbursement Agreement dated as of
March 14, 1997, between TARC and First Union National
Bank, as Trustee and Disbursement Agent (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.13 -- First Amendment to Cash Collateral and Disbursement
Agreement dated as of April 3, 1997, between TARC and
First Union National Bank, as Trustee and Disbursement
Agent (previously filed as an exhibit to TARC's Annual
Report on Form 10-K for the fiscal year ended January 31,
1997 and incorporated herein by reference).
10.1 -- Services Agreement dated August 24, 1993, by and among
TARC, TEC, TransTexas and TransAmerican, as amended
(previously filed as Exhibit 10.1 to TARC's and TEC's
Registration Statement on Form S-1 (Registration No.
33-82200) and incorporated herein by reference)
10.2 -- Tax Allocation Agreement dated August 24, 1993, by and
among TransAmerican, TEC, TARC, TransTexas and the other
subsidiaries of TransAmerican, as amended (previously
filed as Exhibit 10.2 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.3 -- Indemnification Agreement by and between TARC and each of
its directors (previously filed as Exhibit 10.3 to TARC's
and TEC's Registration Statement on Form S-1
(Registration No. 33-82200) and incorporated herein by
reference)
2
4
10.4 -- Interruptible Gas Sales Terms and Conditions dated
between TARC and TransTexas, as amended (previously filed
as Exhibit 10.4 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.5 -- Intercompany Note dated as of August 12, 1994, executed
by TARC for the benefit of TransAmerican (previously
filed as Exhibit 10.5 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.6 -- Processing Agreement dated March 20, 1996 by and between
TARC and J. Aron & Company (previously filed as an
exhibit to TARC's Form 10-K for the transition period
ended January 31, 1996, and incorporated herein by
reference)
10.7 -- Employment Agreement dated June 12, 1995, between TARC
and R. Glenn McGinnis (previously filed as an exhibit to
TARC's Form 10-K for the transition period ended January
31, 1996, and incorporated herein by reference)
10.8 -- Processing Agreement dated April 22, 1996 between TARC
and Glencore Ltd. (previously filed as an exhibit to
TARC's Form 10-Q for the quarter ended April 30, 1996,
and incorporated herein by reference)
11.1 -- Statement of Computation of Net Income (Loss) Per Share
(previously filed as an exhibit to TARC's Annual Report
on Form 10-K for the fiscal year ended January 31, 1997
and incorporated herein by reference).
21.1 -- Schedule of Subsidiaries (previously filed as Exhibit
21.1 to TARC's and TEC's Registration Statement on Form
S-1 (Registration No. 33-82200) and incorporated herein
by reference)
27.1 -- Financial Data Schedule.
*99.1 -- Financial Statements of TransTexas Gas Corporation as
filed as a part of the Annual Report on Form 10-K of
TransTexas Gas Corporation for the fiscal year ended
January 31, 1997.
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* Filed herewith.
(b) Reports on Form 8-K.
There were no current reports on Form 8-K filed during the fourth quarter
of the fiscal year ended January 31, 1997.
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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 May 1, 1997.
TRANSAMERICAN REFINING CORPORATION
By: /s/ JOHN R. STANLEY
-------------------------------------
John R. Stanley
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities indicated on May 1, 1997.
NAME TITLE
---- -----
/s/ JOHN R. STANLEY Director, Chairman of the Board, President,
- ----------------------------------------------------- and Chief Executive Officer (Principal
John R. Stanley Executive Officer)
/s/ DONALD B. HENDERSON Director
- -----------------------------------------------------
Donald B. Henderson
/s/ THOMAS B. MCDADE Director
- -----------------------------------------------------
Thomas B. McDade
/s/ EDWIN B. DONAHUE Vice President and Secretary
- ----------------------------------------------------- (Principal Financial and
Edwin B. Donahue Accounting Officer
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INDEX TO EXHIBITS
The following instruments are included as exhibits to this Annual Report on
Form 10-K and are filed herewith unless otherwise indicated. Exhibits
incorporated by reference are so indicated by parenthetical information.
2.1 -- Stock Transfer Agreement dated as of February 23, 1995,
between TARC, TEC and TransAmerican (previously filed as
Exhibit 2 to TARC's and TEC's Current Report on Form 8-K
dated March 14, 1995 and incorporated herein by
reference)
3.1 -- Articles of Incorporation of TARC (previously filed as
Exhibit 3.1(i) to TARC's and TEC's Registration Statement
on Form S-1 (Registration No. 33-82200) and incorporated
herein by reference)
3.2 -- By-laws of TARC (previously filed as Exhibit 3.1(ii) to
TARC's and TEC's Registration Statement on Form S-1
(Registration No. 33-82200) and incorporated herein by
reference)
4.1 -- Indenture dated as of February 15, 1995, between TARC,
First Fidelity Bank, National Association, as Trustee and
TEC, with respect to the Guaranteed First Mortgage
Discount Notes and the Guaranteed First Mortgage Notes
(together, the "Notes"), including the forms of Notes as
exhibits (previously filed as Exhibit 3 to TARC's and
TEC's Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.2 -- Warrant Agreement dated as of February 23, 1995, among
the Company, TEC and First Fidelity Bank, National
Association, as Warrant Trustee, with respect to the
Common Stock Purchase Warrants including the form of
Warrant as an exhibit (previously filed as Exhibit 4 to
TARC's and TEC's Current Report on Form 8-K dated March
14, 1995 and incorporated herein by reference)
4.3 -- Pledge Agreement dated as of February 23, 1995, from TARC
to First Fidelity Bank, National Association, as Trustee
(previously filed as Exhibit 5 to TARC's and TEC's
Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.4 -- Security Agreement dated as of February 23, 1995, from
TARC to First Fidelity Bank, National Association, as
Trustee (previously filed as Exhibit 6 to TARC's and
TEC's Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.5 -- Cash Collateral and Disbursement Agreement dated as of
February 23, 1995, among TARC, First Fidelity Bank,
National Association, as Trustee, First Fidelity Bank,
N.A., as Disbursement Agent, and Baker & O'Brien, Inc.,
as Construction Supervisor (previously filed as Exhibit 7
to TARC's and TEC's Current Report on Form 8-K dated
March 14, 1995 and incorporated herein by reference)
4.6 -- Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement from TARC in favor of
First Fidelity Bank, National Association, as Trustee
(previously filed as Exhibit 8 to TARC's and TEC's
Current Report on Form 8-K dated March 14, 1995 and
incorporated herein by reference)
4.7 -- Registration Rights Agreement dated as of February 23,
1995, between TransTexas, TARC, and TEC (previously filed
as Exhibit 10 to TARC's and TEC's Current Report on Form
8-K dated March 14, 1995 and incorporated herein by
reference)
4.8 -- First Supplemental Indenture dated as of February 24,
1997 among the Company, TEC and First Union National
Bank, f/k/a First Fidelity Bank, N.A. (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.9 -- Indenture dated as of March 14, 1997, between TARC and
First Union National Bank, as Trustee, with respect to
the $36 million Senior Secured Notes due 1998, including
the form of Note as an exhibit (previously filed as an
exhibit to TARC's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.10 -- Pledge Agreement dated as of March 14, 1997, from TARC to
First Union National Bank, as Trustee (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
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4.11 -- Security Agreement dated as of March 14, 1997, from TARC
to First Union National Bank, as Trustee (previously
filed as an exhibit to TARC's Annual Report on Form 10-K
for the fiscal year ended January 31, 1997 and
incorporated herein by reference).
4.12 -- Cash Collateral and Disbursement Agreement dated as of
March 14, 1997, between TARC and First Union National
Bank, as Trustee and Disbursement Agent (previously filed
as an exhibit to TARC's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 and incorporated
herein by reference).
4.13 -- First Amendment to Cash Collateral and Disbursement
Agreement dated as of April 3, 1997, between TARC and
First Union National Bank, as Trustee and Disbursement
Agent (previously filed as an exhibit to TARC's Annual
Report on Form 10-K for the fiscal year ended January 31,
1997 and incorporated herein by reference).
10.1 -- Services Agreement dated August 24, 1993, by and among
TARC, TEC, TransTexas and TransAmerican, as amended
(previously filed as Exhibit 10.1 to TARC's and TEC's
Registration Statement on Form S-1 (Registration No.
33-82200) and incorporated herein by reference)
10.2 -- Tax Allocation Agreement dated August 24, 1993, by and
among TransAmerican, TEC, TARC, TransTexas and the other
subsidiaries of TransAmerican, as amended (previously
filed as Exhibit 10.2 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.3 -- Indemnification Agreement by and between TARC and each of
its directors (previously filed as Exhibit 10.3 to TARC's
and TEC's Registration Statement on Form S-1
(Registration No. 33-82200) and incorporated herein by
reference)
10.4 -- Interruptible Gas Sales Terms and Conditions dated
between TARC and TransTexas, as amended (previously filed
as Exhibit 10.4 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.5 -- Intercompany Note dated as of August 12, 1994, executed
by TARC for the benefit of TransAmerican (previously
filed as Exhibit 10.5 to TARC's and TEC's Registration
Statement on Form S-1 (Registration No. 33-82200) and
incorporated herein by reference)
10.6 -- Processing Agreement dated March 20, 1996 by and between
TARC and J. Aron & Company (previously filed as an
exhibit to TARC's Form 10-K for the transition period
ended January 31, 1996, and incorporated herein by
reference)
10.7 -- Employment Agreement dated June 12, 1995, between TARC
and R. Glenn McGinnis (previously filed as an exhibit to
TARC's Form 10-K for the transition period ended January
31, 1996, and incorporated herein by reference)
10.8 -- Processing Agreement dated April 22, 1996 between TARC
and Glencore Ltd. (previously filed as an exhibit to
TARC's Form 10-Q for the quarter ended April 30, 1996,
and incorporated herein by reference)
11.1 -- Statement of Computation of Net Income (Loss) Per Share
(previously filed as an exhibit to TARC's Annual Report
on Form 10-K for the fiscal year ended January 31, 1997
and incorporated herein by reference).
21.1 -- Schedule of Subsidiaries (previously filed as Exhibit
21.1 to TARC's and TEC's Registration Statement on Form
S-1 (Registration No. 33-82200) and incorporated herein
by reference)
27.1 -- Financial Data Schedule.
*99.1 -- Financial Statements of TransTexas Gas Corporation as
filed as part of the Annual Report on Form 10-K of
TransTexas Gas Corporation for the fiscal year ended
January 31, 1997.
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* Filed herewith.