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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): December 11, 1998
TRANSAMERICAN REFINING CORPORATION
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(Exact name of registrant as specified in its charter)
TEXAS
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(State or other jurisdiction of incorporation)
33-85930 76-0229632
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(Commission File Number) (I.R.S. Employer
Identification No.)
1300 North Sam Houston Parkway East, Suite 320
Houston, Texas 77032
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(Address of principal executive offices, including zip code)
(281) 986-8811
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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.
This Current Report on Form 8-K is being filed by TransAmerican
Refining Corporation, a Texas corporation ("TARC"), to give the
holders of its 16% Senior Subordinated Notes due 2003 the
opportunity to review the terms of certain of the documents to
be executed in connection with the Transaction defined and
described in the Consent Solicitation Statements of TARC dated
October 5, 1998, and supplements thereto dated November 24, 1998
(the "Consent Solicitation Statements"). Such documents are
attached as exhibits hereto. The closing of the Transaction is
expected to occur on Tuesday, December 15, 1998.
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 -- Form of Certificate of Designations of Class A Participating
Preferred Stock, Series A of TCR Holding Corporation ("TCR
Holding").
99.2 -- Form of Certificate of Designations of Class A Participating
Preferred Stock, Series B of TCR Holding.
99.3 -- Form of Certificate of Designations of Class B Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.4 -- Form of Certificate of Designations of Class C Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.5 -- Form of Certificate of Designations of Class D Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.6 -- Form of Certificate of Designations of Class E Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.7 -- Form of Certificate of Designations of 6% Participating
Preferred Stock of TransContinental Refining Corporation
("TransContinental").
99.8 -- Form of Stockholders Agreement by and among TCR Holding, TARC
and the Initial Holders named therein.
99.9 -- Form of Stockholders Agreement by and among TransContinental,
TCR Holding and the Initial Holders named therein.
99.10 -- Form of Indenture between TARC, as Issuer, and The Bank of New
York, as Trustee, governing TARC's 15% Senior Secured Notes due
2003.
99.11 -- Form of Pledge Agreement by TARC in favor of TransAmerican
Energy Corporation ("TEC").
99.12 -- Form of Pledge Agreement by TCR Holding in favor of TEC.
99.13 -- Form of Repurchase Rights Agreement by and among TEC, TCR
Holding and Certain Stockholders of TCR Holding.
99.14 -- Form of Letter Agreement by and between TARC and Trust Company
of the West pursuant to which TARC will be granted certain
repurchase rights with respect to the Class B Common Stock of
TCR Holding Corporation ("TCR Holding").
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 REFINING CORPORATION
By /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President
Dated: December 11, 1998
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EXHIBITS
Exhibit
No. Description
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99.1 -- Form of Certificate of Designations of Class A Participating
Preferred Stock, Series A of TCR Holding.
99.2 -- Form of Certificate of Designations of Class A Participating
Preferred Stock, Series B of TCR Holding.
99.3 -- Form of Certificate of Designations of Class B Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.4 -- Form of Certificate of Designations of Class C Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.5 -- Form of Certificate of Designations of Class D Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.6 -- Form of Certificate of Designations of Class E Junior
Non-Voting Participating Preferred Stock of TCR Holding.
99.7 -- Form of Certificate of Designations of 6% Participating
Preferred Stock of TransContinental.
99.8 -- Form of Stockholders Agreement by and among TCR Holding,
TARC and the Initial Holders named therein.
99.9 -- Form of Stockholders Agreement by and among TransContinental,
TCR Holding and the Initial Holders named therein.
99.10 -- Form of Indenture between TARC, as Issuer, and The Bank of New
York, as Trustee, governing TARC's 15% Senior Secured Notes due
2003.
99.11 -- Form of Pledge Agreement by TARC in favor of TEC.
99.12 -- Form of Pledge Agreement by TCR Holding in favor of TEC.
99.13 -- Form of Repurchase Rights Agreement by and among TEC, TCR
Holding and Certain Stockholders of TCR Holding.
99.14 -- Form of Letter Agreement by and between TARC and __________
pursuant to which TARC will be granted certain repurchase
rights with respect to the Class B Common Stock of TCR Holding.
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