8-K 1 e8-k.txt TRANSAMERICAN REFINING CORPORATION - JULY 20, 2000 1 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): July 20, 2000 TRANSAMERICAN REFINING CORPORATION (Exact name of registrant as specified in its charter) TEXAS (State or other jurisdiction of incorporation) 33-85930 76-0229632 -------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 1300 North Sam Houston Parkway East, Suite 320 Houston, Texas 77032 ---------------------------- (Address of principal executive offices, including zip code) (281) 986-8811 (Registrant's telephone number, including area code) 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On July 20, 2000 (the "Confirmation Date"), the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, entered an order (the "Confirmation Order") confirming the Company's Second Amended, Modified and Restated Plan of Liquidation proposed by TransAmerican Refining Corporation (the "Plan") under Chapter 11 of the United States Bankruptcy Code. Capitalized terms that are not defined herein shall have the meanings given them in the Plan. No appeal of the Confirmation Order has been filed, and the deadline for filing a timely appeal has expired. The Plan took effect and was consummated on the Effective Date, which was July 28, 2000. In accordance with the Plan, on the Effective Date, all Interests in the Company, including, without limitation, all of the Company's issued and outstanding shares of common stock, were canceled. The treatment of Claims and the Distributions to holders of Claims under the Plan will be in accordance with the priorities, and in the manner, set forth in the Plan and Confirmation Order. In accordance with the Plan, the Company will be dissolved. Copies of the Plan and Confirmation Order are attached hereto as Exhibits 2.1 and 2.2. Information as to the assets and liabilities of the Company as of June 30, 2000 is included in the monthly operating report filed herewith as Exhibit 99.1. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS. Not applicable. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. 2 3 (c) Exhibits: 2.1 --Second Amended, Modified and Restated Plan of Liquidation under Chapter 11 of the Bankruptcy Code Proposed by Debtor dated July 18, 2000. 2.2 --Order Confirming Debtor's Second Amended, Modified and Restated Plan of Liquidation entered July 20, 2000. 99.1 --Monthly Operating Report for the period ended June 30, 2000 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Company on August 2, 2000). ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Not applicable. 3 4 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 --------------------------- Name: Ed Donahue Title: Administrative Designee Dated: August 11, 2000 5 EXHIBIT INDEX

~~Exhibit~~ No. Description --- ---- ------- 2.1 -- Second Amended, Modified and Restated Plan of Liquidation under Chapter 11 of the Bankruptcy Code Proposed by Debtor dated July 18, 2000. 2.2 -- Order Confirming Debtor's Second Amended, Modified and Restated Plan of Liquidation entered July 20, 2000. 99.1 -- Monthly Operating Report for the period ended June 30, 2000, as(incorporated ~~filed~~by ~~with~~reference ~~the~~to UExhibit 99.S.1 ~~Bankruptcy~~to ~~Court~~the ~~for~~Form ~~the~~8-K ~~Southern~~filed ~~District~~by ofthe ~~Texas,~~Company ~~Corpus~~on ~~Christi~~August ~~Division~~2, 2000).

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