-----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, GRBZHHFEpG0f6AejcaLeziay5ACM/QBIO5jvt0v7DPS2asNqdJLMraVbuemZThMW bbN5wxcL0L7fMTEejs3ulw== 0000928475-02-000128.txt : 20020930 0000928475-02-000128.hdr.sgml : 20020930 20020930103715 ACCESSION NUMBER: 0000928475-02-000128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020930 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45974 FILM NUMBER: 02775709 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sept27.txt TRANSTEXAS GAS CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Transtexas Gas Corp. (Name of Issuer) Class A Common Stock Senior Preferred (New) Stock (Title of Class of Securities) Class A Common Stock-893895201 / Senior Preferred Stock-893895607 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. and affiliated companies 767 Fifth Avenue, 47th floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. Class A Common Stock-893895201 / Senior Preferred Stock-893895607 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER Common Stock 20,604,424/ Preferred Stock 56,374,872 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER Common Stock 20,604,424/Preferred Stock 56,374,872 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock 20,604,424/Preferred Stock 56,374,872 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 32.47% / Preferred Stock 33.01% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. Class A Common Stock-893895201 / Senior Preferred Stock-893895607 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER Common Stock 20,604,424/Preferred Stock 56,374,872 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Common Stock 20,604,424/Preferred Stock 56,374,872 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock 20,604,424/Preferred Stock 56,374,872 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 32.47% / Preferred Stock 33.01% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. Class A Common Stock-893895201 / Senior Preferred Stock-893895607 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER Common Stock 20,604,424/Preferred Stock 56,374,872 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Common Stock 20,604,424/Preferred Stock 56,374,872 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock 20,604,424/Preferred Stock 56,374,872 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 32.47% / Preferred Stock 33.01% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D Item 1. Security and Issuer This statement constitutes Amendment No. 1 to the Schedule 13D previously filed. As used herein, the term "Registrants" shall include Carl C. Icahn, High River Limited Partnership, a Delaware limited partnership ("High River") and Barberry Corp., a Delaware corporation ("Barberry"). Item 2. Identity and Background Item 2 is hereby amended by the addition of the following: The principal business address and the address of the principal office of Barberry is 100 South Bedford Road, Mount Kisco, New York 10549. Barberry is the general partner of High River and is primarily engaged in the business of investing in securities. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Barberry. No executive officer of Barberry, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by the addition of the following: Registrants acquired the Shares as a result of a mandatory conversion of the Preferred Shares and the accrual of pay-in kind dividends on the Preferred Shares, in each case, as described more fully in Item 5. Item 5. Interests in Securities of the Issuer (a) As a result of (i) pay-in-kind dividends accruing on the Preferred Shares and (ii) the mandatory conversion with respect to the Preferred Shares, effective September 16, 2002, pursuant to which each two Preferred Shares was converted into one new Preferred Share and approximately .35964127 Common Shares in accordance with the terms of the certificate of designation for the Preferred Shares, Registrants may be deemed to beneficially own, in the aggregate, (x) 20,604,424 Common Shares representing approximately 32.47% of the Issuer's outstanding Common Shares (based upon the 63,448,832 Common Shares stated to be outstanding by the Issuer on a pro forma basis following the mandatory conversion referred to above) and (y) 56,374,872 Preferred Shares representing approximately 33.01% of the Issuer's outstanding Preferred Shares (based upon the 170,763,488 Preferred Shares stated to be outstanding by the Issuer on a pro forma basis following the mandatory conversion referred to above). (b) High River has sole voting power and sole dispositive power with regard to the Shares referred to in (a) above. Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares that High River directly beneficially owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) On September 16, 2002, each two Preferred Shares beneficially owned by High River were mandatorily converted into one new Preferred Share and approximately .35964127 Common Shares in accordance with the terms of the certificate of designation for the Preferred Shares. Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement of the Registrants SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 30, 2002 HIGH RIVER LIMITED PARTNERSHIP By: Barberry Corp., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn Carl C. Icahn [Amendment No.1 to Transtexas 13D to reflect mandatory conversion of preferred into preferred and common] EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to Class A Common Stock, par value $0.01 per share and Series A Senior Preferred Stock, par value $1.00 per share of Transtexas Gas Corp., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 30th day of September, 2002. HIGH RIVER LIMITED PARTNERSHIP By: Barberry Corp., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn Carl C. Icahn [Joint Filing Agreement for Amendment No.1 to Transtexas 13D to reflect mandatory conversion of preferred into preferred and common] -----END PRIVACY-ENHANCED MESSAGE-----