-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MNtRFzKed5PcWFSfRC+dIMuCz9ybmq7KsJm4qWeMf/ZI45oJo13tMYf9b2JIFdmU uZs57Hv008MFtO34xNeZdw== 0000928475-02-000120.txt : 20020918 0000928475-02-000120.hdr.sgml : 20020918 20020918160849 ACCESSION NUMBER: 0000928475-02-000120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020916 FILED AS OF DATE: 20020918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTEXAS GAS CORP CENTRAL INDEX KEY: 0000904977 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760401023 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12204 FILM NUMBER: 02767017 BUSINESS ADDRESS: STREET 1: 1300 NORTH SAM HOUSTON PARKWAY EAST STREET 2: STE 310 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2819878600 MAIL ADDRESS: STREET 1: 1300 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 310 CITY: HOUSTON STATE: TX ZIP: 77032-2949 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] RELATIONSHIP: OWNER STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 4 1 sept17.txt TRANSTEXAS GAS CORPORATION FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a)of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 __ Check this box if no longer OMB Approval subject to Section 16. Form 4 or OMB Number - 3235-0287 Form 5 obligations may continue. Expires: December 31, 2001 See Instruction 1(b) Estimated average burden hours per response - 0.5 1. Name and Address of Reporting Person* Icahn Carl C. (Last) (First) (Middle) c/o Icahn Associates Corp. 767 Fifth Avenue, Suite 4700 (Street) New York New York 10153 (City) (State) 2. Issuer Name and Ticker or Trading Symbol Transtexas Gas Corporation (TTXG) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for September 16, 2002 (Month/Date/Year) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. o If the form is filed by more than one reporting person, see Instruction 4(b)(v). 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) ______ Director x 10% Owner ______ Officer ________ Other (specify below) (give title below) 7. Individual or Joint/Group Filing (check applicable line) _____ Form filed by One Reporting Person x Form Filed by More than One Reporting Person Table I (A) - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Class A Common Stock 2. Transaction Date (Month/Day/Year) 9/16/02 3. Transaction Code (Instr. 8) Code J 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 20,274,730 A See Explanation 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 20,604,428 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Table I (B) - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Senior Preferred Stock 2. Transaction Date (Month/Day/Year) 9/16/02 3. Transaction Code (Instr. 8) Code J 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 56,374,872 D See Explanation 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 56,374,872 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion of Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 4. Transaction Code (Instr. 8) Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) (D) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned at End of Transaction (Instr. 4) 10. Ownership Form of Derivatives Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: Prior to the mandatory conversion described below, High River Limited Partnership ("High River") directly owned 112,749,744 shares of Senior Preferred Stock, 36,053,860 of which shares were acquired by reason of pay-in-kind dividends accruing on the 76,695,884 shares of Senior Preferred Stock owned by High River since April 28, 2000. On September 16, 2002, each two shares of Senior Preferred Stock were mandatorily converted into one share of new Senior Preferred Stock and into .35964127 shares of Class A Common Stock in accordance with the terms of the certificate of designation for the Senior Preferred Stock. As general partner of High River, Barberry Corp. ("Barberry") may be deemed to beneficially own the 20,604,428 shares of Common Stock and the 56,374,872 shares of Senior Preferred Stock as to which High River possesses direct beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% interest in Barberry, be deemed to beneficially own the 20,604,428 shares of Common Stock and the 56,374,872 shares of Senior Preferred Stock as to which High River possesses direct beneficial ownership. Each of Mr. Icahn and Barberry disclaim beneficial ownership of such shares that High River directly beneficially owns for all other purposes. /s/ Carl C. Icahn September 18, 2002 **Signature of Reporting Person Date Carl C. Icahn **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2 of 4 [Signature Page to Form 4 of Carl C. Icahn and affiliates for Transtexas (September 16, 2002)] JOINT FILER INFORMATION Name: High River Limited Partnership Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Transtexas Gas Corporation Statement for: September 16, 2002 Signature: Barberry Corp., as General Partner By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory Page 3 of 4 8 JOINT FILER INFORMATION Name: Barberry Corp. Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Transtexas Gas Corporation Statement for: September 16, 2002 Signature: Barberry Corp. By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory 9 Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----