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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 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.
This Current Report on Form 8-K is being filed by TransAmerican
Energy Corporation, a Delaware corporation ("TEC"), to give the
holders of its 11-1/2% Senior Secured Notes due 2002 and 13%
Senior Secured Discount Notes due 2002 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 Statement of TEC dated September 30, 1998,
and supplement thereto dated November 11, 1998 (the "Consent
Solicitation Statement"). 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 _______________
pursuant to which TARC will be granted certain repurchase rights
with respect to the Class B Common Stock of 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 ENERGY CORPORATION
By /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President and Chief Financial Officer
Dated: December 11, 1998
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EXHIBITS
Exhibit
No. Description
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99.13 -- Form of Repurchase Rights Agreement by and among TEC, TCR
Holding and Certain Stockholders of TCR Holding.
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.
99.9 -- Form of Stockholders Agreement by and among TransContinental,
TCR Holding and the Initial Holders named therein.
99.8 -- Form of Stockholders Agreement by and among TCR Holding,
TARC and the Initial Holders named therein.
99.12 -- Form of Pledge Agreement by TCR Holding in favor of TEC.
99.11 -- Form of Pledge Agreement by TARC in favor of TEC.
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.
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.
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