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 15, 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 15, 2002, TransAmerican Holdings, Inc.
("TransAmerican") acquired 51% of the assets of a tourist
destination resort project located in Sahel Alma, Kesrwan,
Lebanon; the subject project is currently named the All Seasons
Resort (the "Property"). The acquisition was effected in
accordance with the terms of a Definitive Agreement, first
executed on August 9, 2002 and approved by TransAmerican as of
August 15, 2002 (the "Agreement") by and between TransAmerican
and Dr. Hilmi Kaseem Al Turky and Mr. Saeb Al Houssary (the
"Principals"), owners of the Project (the "Acquisition"). Both
of the Principals are Directors of TransAmerican. In order to
ensure an arms length transaction, however, both of the
Principals abstained from voting on the Acquisition when placed
before the Board of Directors of TransAmerican for approval.
As consideration for the Acquisition, TransAmerican will
deliver to the Principals US$2,100,000, which will be paid in two
payments. The first payment will be in the amount of US$100,000,
payable upon completion of due diligence on the Property; and the
second payment of US$2,000,000 is due and payable within 4 months
from the date of the signing of the purchase deed. In addition,
pursuant to the terms of the Definitive Agreement, the Principals
will acquire a total of 600,000 restricted common shares of
TransAmerican for the total sum of US$300,000 payable at the time
of signing the formal transfer of ownership of the Property.
The All Seasons Resort is located in an area that has been
and is a popular year-round tourist destination very near Beirut,
Lebanon. The Property is only a short walk from the
internationally-known gaming palace, Casino Du Liban. The Resort
is presently in the final stages of construction, and when
completed, the Resort will be a contemporary destination
consisting of studio apartments, a restaurant, nightclub, retail
shops and related parking.
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.
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 31, 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 31, 2002.
(c) Exhibits.
2.1 Definitive Agreement, dated as of August 7, 2002, by and
between TransAmerican Holdings, Inc., Dr. Hilimi Kaseem
Al Turky and Mr. Saeb Al Houssary.
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 30, 2002 By: /s/ Najib E. Choufani
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Najib E. Choufani
Chairman and CEO