UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 12, 2002
Commission File Number: 0-29933
TRANSAMERICAN HOLDINGS, INC.
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(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 77-0434471
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
9601 Wilshire Boulevard, Suite 620,
Beverly Hills, California 90210
(Address of principal executive offices)
(310) 271-4159
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains "forward-looking
statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Statements of our intentions, beliefs, expectations or
predictions for the future, denoted by the words "believes,"
"expects," "may," "will," "should," "seeks," "pro forma,"
"anticipates," "intends" and similar expressions are forward-
looking statements that reflect our current views about future
events and are subject to risks, uncertainties and assumptions.
We wish to caution readers that these forward looking statements
are not guarantees of future performance and involve risks and
uncertainties. Actual events or results may differ materially
from those discussed in the forward-looking statements as a
result of various factors, including, without limitation, the
risk factors and other matters discussed in our Annual Report on
Form 10-KSB for the year ended December 31, 2001, on file with
the Securities and Exchange Commission. All subsequent written
and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by
the cautionary statements included in this document. We
undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information,
future events or otherwise.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 12, 2002, TransAmerican Holdings, Inc.
("TransAmerican") acquired 51% of the shares of Shaden Al-Khaleej
Est., a Saudi Arabic Kingdom company ("Shaden"). The acquisition
was effected in accordance with the terms of a Definitive
Agreement, first executed on August 7, 2002 and approved by
TransAmerican as of August 12, 2002 (the "Agreement"), by and
between TransAmerican and Shaden Al-Khaleej Est. (the
"Acquisition")
As consideration for the Acquisition, TransAmerican will
deliver to Shaden (i) 1,683,528 shares of TransAmerican's common
stock, $0.001 par value per share (the "Common Stock"); (ii) the
agreement to fund, within 3 months from the date of closing,
US$700,000 from TransAmerican's resources in the form of debt to
Shaden, which funds are to be used only for new business
expansion capital; and (iii) the further agreement to fund, at a
future date yet unspecified, US$1,050,000 from TransAmerican's
resources in the form of debt to Shaden, which funds are to be
used only for capital requirements of new business contracts. In
addition, pursuant to the terms of the Agreement, if for any
reason Shaden is unable to satisfy its debt repayment
requirements, then TransAmerican will receive additional
proportional shares of Shaden to compensate for the value of the
debt repayment.
Shaden Al-Khaleej Est. is a leading Middle Eastern firm
whose primary activities include construction, architectural
design, related communications, decorative stamped concrete
applications and specialized interior design and furnishings that
are targeted to both commercial and high-end residential
projects.
The description of the transaction contained herein is
qualified in its entirety by reference to the Definitive
Agreement which is filed herewith as Exhibit 2.1 and incorporated
herein by reference.
This report may contain forward-looking statements that
involve risks and uncertainties including statements regarding
TransAmerican's expectation and beliefs regarding its future
results or performance. TransAmerican's actual results could
differ materially from those projected in the forward-looking
statements. For a discussion of factors that might cause or
contribute to such differences, see Risk Factors of
TransAmerican's Form 10-K for the year ended December 31, 2001,
which is on file with the Securities and Exchange Commission.
TransAmerican does not intend to update any of the forward-
looking statements after the date of this report to conform these
statements to actual results or to changes in management's
expectations, except as required by law.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial statements of business acquired.
Not filed herewith; to be filed by amendment. Pursuant to Item
7(a)(4) of Form 8-K, the Registrant hereby undertakes to file
such information as soon as it is available but no later than
October 25, 2002.
(b) Pro forma financial information.
Not filed herewith; to be filed by amendment. Pursuant to Item
7(a)(4) of Form 8-K, the Registrant hereby undertakes to file
such information as soon as it is available but no later than
October 25, 2002.
(c) Exhibits.
2.1 Definitive Agreement, dated as of August 7, 2002, by and
between TransAmerican Holdings, Inc. to Shaden Al-Khaleej
Est.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
TRANSAMERICAN HOLDINGS, INC.
Date: August 26, 2002 By: /s/ Najib E. Choufani
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Najib E. Choufani
Chairman and CEO