UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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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/A 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 30, 2002, TransAmerican Holdings, Inc.
("TransAmerican" or the "Company") filed a Current Report on Form
8-K with respect to its acquisition of a 51% interest in the
assets of a tourist destination resort project, the All Seasons
Resort, located in Sahel Alma, Kesrwan, Lebanon (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"). The acquisition was initially to be
structured as a tax-free exchange of shares.
Subsequent to entering into the Agreement, TransAmerican and
Messrs. Al Turky and Al Houssary restructured the transactional
structure of the acquisition, pursuant to which the parties
entered into an Amendment to Definitive Agreement, in October
2002 (the "Amendment"). According to the terms of the Amendment,
TransAmerican will now own eighty percent (80%) of the Property
for the total sum of Two Million Two Hundred Thousand U.S.
Dollars (US$2,200,000). This sum is to be paid in two
installments: One Hundred Thousand U.S. Dollars (US$100,000)
payable as a down payment; and the balance of Two Million One
Hundred Thousand U.S. Dollars (US$2,100,000) payable within three
months of the date of signing the formal purchase deed. In
addition, the Principals may, but are no longer obliged to,
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. All
other terms and conditions of the Definitive Agreement remain
unchanged.
Both of the Principals are Directors of TransAmerican. In
order to ensure an arms length transaction, both of the
Principals abstained from voting on the Acquisition, and the
subsequent Amendment, when placed before the Board of Directors
of TransAmerican for approval.
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 was included with the initial Current Report on
Form 8-K filed on August 30, 2002, and the Amendment to
Definitive Agreement 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.
Pursuant to Item 7(a)(4) of Form 8-K, a certification of the
value of the Property by KPMG is filed herewith.
(b) Exhibits.
2.1 Amendment to Definitive Agreement, dated as of October
2002, by and between TransAmerican Holdings, Inc., Dr.
Hilmi K. 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: October 31, 2002 By: /s/ Najib E. Choufani
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Najib E. Choufani
Chairman and CEO