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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
TRANSMONTAIGNE INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
893934109
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(CUSIP Number)
HERBERT THORNHILL
MORGAN STANLEY
2000 WESTCHESTER AVENUE, ONE SOUTH C
PURCHASE, NY 10577
(914) 225-5542
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 26, 2006
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(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 ss.ss.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 ss.240.13d-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).
Cusip No. 893934109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |X|
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6. Citizenship or Place of Organization
DELAWARE
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7. Sole Voting Power
-0-
---------------------------------------------------------------
NUMBER
OF 8. Sharred Voting Power
SHARES
BENEFICIALLY 5,542,775
OWNED ---------------------------------------------------------------
BY EACH 9. Sole Dispositive Power
REPORTING
PERSON -0-
WITH ---------------------------------------------------------------
10. Shared Dispositive Power
5,544,775
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,544,775 (SEE ITEMS 4 AND 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
10.07% (SEE ITEM 5)
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14. Type of Reporting Person (See Instructions)
HC, CO
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Cusip No. 893934109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY CAPITAL GROUP INC.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |X|
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6. Citizenship or Place of Organization
DELAWARE
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7. Sole Voting Power
-0-
---------------------------------------------------------------
NUMBER
OF 8. Sharred Voting Power
SHARES
BENEFICIALLY 5,500,000
OWNED ---------------------------------------------------------------
BY EACH 9. Sole Dispositive Power
REPORTING
PERSON -0-
WITH ---------------------------------------------------------------
10. Shared Dispositive Power
5,500,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000 (SEE ITEMS 4 AND 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
9.99% (SEE ITEM 5)
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14. Type of Reporting Person (See Instructions)
CO
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Cusip No. 893934109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY & CO. INCORPORATED
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |X|
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6. Citizenship or Place of Organization
DELAWARE
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7. Sole Voting Power
-0-
---------------------------------------------------------------
NUMBER
OF 8. Sharred Voting Power
SHARES
BENEFICIALLY 400
OWNED ---------------------------------------------------------------
BY EACH 9. Sole Dispositive Power
REPORTING
PERSON -0-
WITH ---------------------------------------------------------------
10. Shared Dispositive Power
400
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
400 (SEE ITEM 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
0.00% (SEE ITEM 5)
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14. Type of Reporting Person (See Instructions)
CO
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Cusip No. 893934109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY DW INC.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |X|
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6. Citizenship or Place of Organization
DELAWARE
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7. Sole Voting Power
-0-
---------------------------------------------------------------
NUMBER
OF 8. Sharred Voting Power
SHARES
BENEFICIALLY 42,375
OWNED ---------------------------------------------------------------
BY EACH 9. Sole Dispositive Power
REPORTING
PERSON -0-
WITH ---------------------------------------------------------------
10. Shared Dispositive Power
44,375
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,750 (SEE ITEM 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
0.09% (SEE ITEM 5)
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14. Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of TransMontaigne Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 1670 Broadway, Suite 3100, Denver, Colorado 80202. Morgan Stanley
("MS"), Morgan Stanley Capital Group Inc. ("MSCGI"), Morgan Stanley & Co.
Incorporated ("MS&Co."), and Morgan Stanley DW Inc. ("MSDW", and, together with
MS, MSCGI, and MS&Co., the "Reporting Persons") hereby amend the Schedule 13D
originally filed on January 10, 2005 and amended on March 22, 2006.
ITEM 2. IDENTITY AND BACKGROUND
Item 2(e) is hereby amended in its entirety as follows:
During the last five years, none of the Reporting Persons, and to the
knowledge of the Reporting Persons, any of the persons listed on Schedules A, B,
C, or D, has (1) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (2) has 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 finding any violation with
respect to such laws, other than, in the case of clause (2), as described in
Schedule E hereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On April 26, 2006, MSCGI sent the following letter to the Company's board of
directors.
[MSCGI Letterhead]
April 26, 2006
Mr. Donald H. Anderson
Vice Chairman, President, and CEO
TransMontaigne Inc.
1670 Broadway, Ste. 3100
Denver, CO 80202
U.S.A.
Dear Don:
We are pleased to present this proposal to acquire TransMontaigne, Inc. at
a price of $10.50 per share, in cash, and otherwise on substantially the
same terms as your pending sale to an affiliate of SemGroup, L.P. We
believe this proposal is clearly superior to the $9.75 per share SemGroup
transaction, and we are confident that your board and your stockholders
will enthusiastically support our proposal.
As you know, we have devoted substantial time and attention to the
possible acquisition of TransMontaigne. Accordingly, our proposal is
subject only to (1) satisfactory review and approval of the disclosure
schedules and other schedules and exhibits to the merger agreement, (2)
satisfactory completion of confirmatory due diligence, which we are
prepared to commence immediately and which we believe can be completed,
with your cooperation, in five days, and (3) execution of a definitive
merger agreement. On the subject of the definitive merger agreement,
Morgan Stanley is prepared to enter into a merger agreement that would not
be conditioned on further diligence, would not be conditioned on financing
and would otherwise be substantially similar to the one that you entered
into with SemGroup. We also have analyzed the required regulatory
approvals and are confident that all necessary approvals can be obtained
in a timely fashion. Assuming that we enter into a merger agreement
expeditiously, we believe our proposed transaction could close in the
third quarter of 2006.
In light of our evidently superior proposal, we believe TransMontaigne is
permitted under Section 6.04 of the SemGroup Agreement to share non-public
information and participate in discussions and negotiations with us.
Morgan Stanley and its advisors are prepared to commence negotiations and
confirmatory diligence immediately and to devote all necessary time and
resources to complete this transaction promptly. We are available at your
convenience to answer any questions that you may have concerning our
offer.
This letter does not create or constitute any legally binding obligation,
liability or commitment by us regarding the proposed transaction, and
there will be no legally binding agreement between us regarding the
proposed transaction unless and until a definitive merger agreement is
executed between Morgan Stanley and TransMontaigne. Morgan Stanley shall
have no obligation to enter into or consummate a transaction, except if
and to the extent reflected in any such definitive agreements executed by
the parties. Consistent with our obligations under federal securities
laws, this letter will become publicly available when we file it with an
amendment to our Schedule 13D.
We are confident that our proposal presents a compelling opportunity for
both our companies and look forward to your response. If you have any
questions or would like me to clarify any aspect of our proposal, please
do not hesitate to call me. Alternatively, please feel free to call David
Silk or Mitchell Presser of Wachtell, Lipton, Rosen & Katz at
212-403-1000.
Sincerely yours,
John Shapiro
/s/ John Shapiro
President
Morgan Stanley Capital Group, Inc.
* * * *
The Reporting Persons may at any time, or from time to time, acquire
additional shares of Common Stock or dispose of their shares of Common Stock,
propose, pursue, or choose not to pursue the transaction described in the above
letter; change the terms of the transaction described in the above letter,
including the price, conditions, or scope of the transaction; take any action in
or out of the ordinary course of business to facilitate or increase the
likelihood of consummation of the transaction described in the above letter;
otherwise seek control or seek to influence the management and policies of the
Company; or change their intentions with respect to any such matters. In
connection with the proposed transaction, the Reporting Persons are considering
other transactions with respect to the Company and its assets, including without
limitation financing transactions or sales of assets to the Company's affiliated
master limited partnership or third parties.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is hereby amended in its entirety as follows:
(a) and (b): For the purposes of Rule 13d-3 promulgated under the Exchange
Act, MS may be deemed to beneficially own up to 5,544,775 shares of Common Stock
(5,500,000 of which are issuable upon exercise of the Warrants), or
approximately 10.07% of the outstanding shares of Common Stock based on
49,579,933 shares of Common Stock outstanding as of January 31, 2006 and
assuming the exercise in full of the Warrants. MS is filing solely in its
capacity as parent company of, and indirect beneficial owner of securities held
by, MSCGI, MS&Co. and MSDW.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCGI
may be deemed to beneficially own up to 5,500,000 shares of Common Stock
issuable upon exercise of the Warrants, or approximately 9.99% of the
outstanding shares of Common Stock based on 49,579,933 shares of Common Stock
outstanding as of January 31, 2006 and assuming the exercise in full of the
Warrants.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MS&Co.
may be deemed to beneficially own up to 400 shares of Common Stock, or
approximately 0.00% of the outstanding shares of Common Stock based on
49,579,933 shares of Common Stock outstanding as of January 31, 2006.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDW may
be deemed to beneficially own up to 44,375 shares of Common Stock, or
approximately 0.09% of the outstanding shares of Common Stock based on
49,579,933 shares of Common Stock outstanding as of January 31, 2006.
The Reporting Persons do not affirm the existence of a group and are filing
this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the
Exchange Act, provided that, as contemplated by Section 13d-1(k)(1)(ii), no
Reporting Person shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
Reporting Person knows or has reason to believe that such information is
inaccurate.
By virtue of the relationship previously reported under Item 2 of this
statement, each of MS and MS&Co. may be deemed to have shared voting and
dispositive power with respect to 400 shares of Common Stock held in a
proprietary account at MS&Co. that were previously acquired in open market
transactions. MS and MSCGI may be deemed to have shared voting and dispositive
power with respect to 5,500,000 shares of Common Stock beneficially owned by
MSCGI. MS and MSDW may be deemed to have shared dispositive power with respect
to 44,375 shares of common stock and shared voting power with respect to 42,375
shares of common stock. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by each Reporting Person
that it is the beneficial owner of any of the Common Stock referred to herein
for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
(c) Except as disclosed in Schedule F, none of the Reporting Persons has
effected any transactions in the Common Stock during the past 60 days. None of
the Reporting Persons is aware of any information that indicates that any other
Reporting Person has effected any such transaction.
(d) By virtue of the relationships described in Item 2 of this statement,
MS may be deemed to have the power to direct the receipt of dividends declared
on the shares of Common Stock held by MSCGI and MS&Co. and the proceeds from the
sale of the shares of Common Stock.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated April 26, 2006 between MS, MSCGI,
MS&Co, and MSDW.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 26, 2006
MORGAN STANLEY
/S/ DENNINE BULLARD
--------------------------
Name: Dennine Bullard
Title: Authorized Signatory
MORGAN STANLEY CAPITAL GROUP INC.
/S/ ROBERT P. KINNEY
--------------------------
Name: Robert P. Kinney
Title: Vice President
MORGAN STANLEY & CO. INCORPORATED
/S/ DENNINE BULLARD
--------------------------
Name: Dennine Bullard
Title: Authorized Signatory
MORGAN STANLEY DW INC.
/S/ KIRK WICKMAN
--------------------------
Name: Kirk Wickman
Title: Managing Director, General Counsel
and Secretary
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY
The names of the directors and the names and titles of the executive
officers of Morgan Stanley ("MS") and their principal occupations are set forth
below. The business address of each of the directors or executive officers is
that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to MS
and each individual is a United States citizen.
NAME TITLE
---- -----
*John J. Mack Chairman of the Board and Chief Executive Officer
*Roy J. Bostock Chairman of the Partnership for a Drug-Free America
*Erskine B. Bowles President-Elect of the University of North Carolina
*Sir Howard J. Davies(1) Director, The London School of Economics and
Political Science
*C. Robert Kidder Principal of Stonehenge Partners, Inc.
*Donald T. Nicolaisen Director
*Charles H. Noski Director
*Hutham S. Olayan President, Chief Executive Officer and Director of
Olayan America Corporation
*O. Griffith Sexton Adjunct professor of finance at Columbia Business
School
*Laura D'Andrea Tyson Dean of the London Business School
*Klaus Zumwinkel(2) Chairman of the Board of Management of Deutsche Post
AG
Walid Chammah Head of Investment Banking
Jonathan Chairman, Morgan Stanley International
Chenevix-Trench(3)
Zoe Cruz Co-President
Thomas Daula Chief Risk Officer
James P. Gorman President and COO, Global Wealth Management Group
David Heleniak Vice Chairman
Roger C. Hochschild President and COO, Discover Financial Services
Jerker Johansson(4) Co-Head of Institutional Sales and Trading
Gary G. Lynch Chief Legal Officer
Alasdair Morrison(5) Chairman and CEO, Morgan Stanley Asia
Eileen Murray Head of Global Operations and Technology
David W. Nelms Chairman and CEO, Discover Financial Services
Thomas Nides Chief Administrative Officer and Secretary
Robert W. Scully Co-President
Neal Shear Co-Head of Institutional Sales and Trading
David H. Sidwell Executive Vice President and Chief Financial Officer
Cordell Spencer(6) Deputy Head of Investment Banking
Owen D. Thomas President and COO, Investment Management
1 Sir Howard Davies is an English citizen
2 Klaus Zumwinkel is a German citizen
3 Jonathan Chenevix-Trench is an English citizen
4 Jerker Johansson is a Swedish citizen
5 Alasdair Morrison is an English citizen
6 Cordell Spencer is a Canadian citizen
* Director
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY CAPITAL GROUP, INC
The names of the directors and the names and titles of the executive
officers of Morgan Stanley Capital Group, Inc ("MSCGI") and their principal
occupations are set forth below. The business address of each of the directors
or executive officers is that of MSCGI at 2000 Westchester Avenue, Floor 01,
Purchase, NY 10577. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to MSCGI and each individual is a United
States citizen.
NAME TITLE
---- -----
*John A. Shapiro Chairman and President
G. William Brown Vice President
Colin Bryce Vice President
Kenneth Carlino Vice President
Benjamin Cross Vice President
Michael H. Drury Vice President
Simon T.W. Greenshields Vice President
Deborah L. Hart Vice President
Nancy A. King Vice President
Robert P. Kinney Vice President
Christopher Marmo Vice President
Stephen P. Mettler Vice President
*Philip V. Newcomb Vice President
*Mary Lou Peters Vice President
Ian Henry Franklin Potter Vice President
Olav N. Refvik Vice President
Brian J. Armstrong Treasurer
William F. McCoy Secretary
* Director
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY & CO. INCORPORATED
The names of the directors and the names and titles of the executive
officers of Morgan Stanley & Co. Incorporated ("MS&Co.") and their principal
occupations are set forth below. The business address of each of the directors
or executive officers is that of MS&Co. at 1585 Broadway, New York, New York
10036. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to MS&Co. and each individual is a United States
citizen.
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
*Walid A. Chammah Managing Director of MS&Co. and Head of Investment
Banking of MS
*Charles Chasin Managing Director of MS&Co. and Chief of Staff to the
Co-Presidents of MS
*Zoe Cruz Managing Director, Chief Executive Officer and
President of MS&Co. and Co-President of MS
*Richard Portogallo Managing Director of MS&Co. and Head of U.S. Equity
Division of MS
*Neal A. Shear Managing Director of MS&Co. and Co-Head of
Institutional Sales and Trading of MS
*Cordell G. Spencer Managing Director of MS&Co. and Deputy Head of
Investment Banking of MS
John H. Faulkner Managing Director, General Counsel and Secretary of
MS&Co.
Paul C. Wirth Managing Director and Chief Financial Officer of
MS&Co. and Controller and Principal Accounting
Officer of MS
Jill W. Ostergaard Managing Director and Chief Compliance Officer of
MS&Co.
David K. Wong Treasurer of MS&Co.
Alexander C. Frank Chief Operations Officer of MS&Co.
* Director
SCHEDULE D
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY DW INC.
The names of the directors and the names and titles of the executive
officers of Morgan Stanley DW Inc. ("MSDW") and their principal occupations are
set forth below. The business address of each of the directors or executive
officers is that of MSDW at 2000 Westchester Avenue, Floor 01, Purchase, NY
10577. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to MSDW and each individual is a United States citizen.
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
*Frank Bianco Managing Director, Controller and Chief Financial
Officer
*Michael R. Durbin Managing Director
*Raymond A. Harris Managing Director
*Kirk Wickman Managing Director, General Counsel and Secretary
*James P. Gorman President, Chief Executive Officer, Chief Operating
Officer, Managing Director
Jeffrey L. Adams Managing Director
Ian Bernstein Managing Director
Michael A. Burke, Sr. Managing Director
Ronald T. Carman Managing Director and Assistant Secretary
Noland Cheng Managing Director
Scott R. Graflund Managing Director
Shelley S. Hanan Managing Director
Thomas K. Harms Managing Director
Henry E. Kaplan Managing Director
Douglas J. Ketterer Managing Director
Steven G. Magee Managing Director
William A. McMahon Managing Director
James Mahon Managing Director
Kevin Morano Managing Director
Thomas P. O'Brien Managing Director
Michelle B. Oroschakoff Chief Compliance Officer
Daniel Petrozzo Managing Director
Sririam Subramaniam Managing Director
George D. Sullivan Managing Director
Jeffrey S. Swartz Managing Director
Todd R. Taylor Managing Director
Chris Van Aeken Managing Director
* Director
SCHEDULE E
Unless the context otherwise requires, the term "Morgan Stanley" means
Morgan Stanley and its consolidated subsidiaries.
(a) In April 2003, Morgan Stanley & Co. Incorporated ("MS&Co."), along with
nine other financial services firms operating in the U.S., reached a
settlement with the Securities and Exchange Commission ("SEC"), the New
York State Attorney General's Office, the New York Stock Exchange ("NYSE"),
the National Association of Securities Dealers, Inc. ("NASD"), and the
North American Securities Administrators Association (on behalf of state
securities regulators) to resolve their investigations relating to alleged
research conflicts of interest. Without admitting or denying allegations
with respect to violations of certain rules of the NYSE and NASD relating
to investment research activities (there were no allegations of fraud or
federal securities law violations made against MS&Co.), Morgan Stanley
agreed, among other things, to (1) pay $25 million as a penalty, (2) pay
$25 million as disgorgement of commissions and other monies, (3) provide
$75 million over five years to make available independent third-party
research to clients and (4) be permanently enjoined from violating certain
rules of the NYSE and NASD relating to investment research activities.
(b) In November 2003, Morgan Stanley DW Inc. ("MSDWI") consented, without
admitting or denying the findings, to an entry of an order (the "Order")
that resolved the SEC's and NASD's investigations into certain practices
relating to MSDWI's offer and sale of certain mutual funds from January 1,
2000 to the date of the Order. Pursuant to the Order, MSDWI was ordered to
(1) cease and desist from committing any violations and any future
violations of Section 17(a)(2) of the Securities Act of 1933, as amended,
and Rule 10b-10 under the Securities Exchange Act of 1934, as amended, (2)
distribute for the benefit of certain customers who purchased funds through
MSDWI pursuant to marketing arrangements between MSDWI and certain mutual
fund complexes the amount of $50 million and (3) make certain disclosures
and take certain other actions with respect to proprietary mutual funds.
(c) In November 2004, Morgan Stanley reached a settlement with the SEC to
resolve an informal accounting investigation by executing an offer of
settlement and agreeing to entry of a cease-and-desist order. The SEC found
that Morgan Stanley valued certain impaired aircraft in its aircraft
leasing business in late 2001, late 2002 and early 2003, and certain bonds
in its high-yield bond portfolio in late 2000, in a manner that did not
comply with generally accepted accounting principles, and thus violated
financial reporting, recordkeeping and internal control provisions of the
federal securities laws. The resolution did not involve any restatement of
past financial statements, any monetary penalty or any allegation of fraud.
(d) In December 2004, MS&Co. and MSDWI reached a settlement with the NYSE
under which Morgan Stanley executed two stipulations of facts and consent
to penalty. The first stipulation was with respect to Morgan Stanley's
failure to comply with certain prospectus delivery requirements,
operational deficiencies and other matters, and
included a fine of $13 million. The second stipulation was with respect to
employee defalcations, and included a fine of $6 million.
(e) In January 2005, the SEC announced a settlement with MS&Co. and Goldman
Sachs & Co. resolving the SEC's investigation relating to initial public
offering ("IPO") allocation practices. The SEC filed a settled civil
injunction action in the United States District Court for the District of
Columbia against MS&Co. relating to the allocation of stock to
institutional customers in IPOs underwritten during 1999 and 2000. Under
the terms of the settlement, Morgan Stanley agreed, without admitting or
denying the allegations, to the entry of a judgment enjoining it from
violating Rule 101 of Regulation M and the payment of a $40 million civil
penalty. The court approved the settlement on February 4, 2005. The
complaint alleges that MS&Co. violated Rule 101 of Regulation M by
attempting to induce certain customers who received allocations of IPOs to
place purchase orders for additional shares in the aftermarket.
In addition, MS&Co. and MSDWI have been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of its
business. Certain of such proceedings have resulted in findings of violation of
federal or state securities laws. Each of these proceedings was settled by
MS&Co. and MSDWI consenting to the entry of an order without admitting or
denying the allegations in the complaint. All of such proceedings are reported
and summarized in the MS&Co. Form BD and the MSDWI Form BD filed with the SEC,
which descriptions are hereby incorporated by reference.
SCHEDULE F
TRANSACTIONS IN THE PAST SIXTY DAYS BY MSDW.
Unless otherwise indicated, each of the transactions described below was
effected for cash on the New York Stock Exchange.
NUMBER OF SHARES OF COMMON PRICE PER
PURCHASE/SALE DATE STOCK SHARE
------------- ------------ -------------------------- ---------
Purchase Mar. 9, 2006 650 7.3437
Purchase Mar. 9, 2006 2375 7.3437
Purchase Mar. 9, 2006 750 7.3437
Purchase Mar. 9, 2006 600 7.3437
Purchase Mar. 9, 2006 550 7.3437
Purchase Mar. 9, 2006 500 7.3437
Purchase Mar. 9, 2006 2125 7.3437
Purchase Mar. 9, 2006 725 7.3437
Purchase Mar. 9, 2006 575 7.3437
Purchase Mar. 9, 2006 750 7.3437
Purchase Mar. 9, 2006 550 7.3437
Purchase Mar. 9, 2006 1000 7.3437
Purchase Mar. 9, 2006 650 7.3437
Purchase Mar. 9, 2006 600 7.3437
Purchase Mar. 9, 2006 525 7.3437
Purchase Mar. 9, 2006 550 7.3437
Purchase Mar. 9, 2006 575 7.3437
Purchase Mar. 9, 2006 750 7.3437
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated April 26, 2006 between MS, MSCGI,
MS&Co and MSDW.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, $0.01 par value per share, of TransMontaigne, Inc., a Delaware
corporation, and further agrees that this joint filing agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Dated as of April 26, 2006.
MORGAN STANLEY
/S/ DENNINE BULLARD
---------------------------
Name: Dennine Bullard
Title: Authorized Signatory
MORGAN STANLEY CAPITAL GROUP INC.
/S/ ROBERT P. KINNEY
---------------------------
Name: Robert P. Kinney
Title: Vice President
MORGAN STANLEY & CO.
INCORPORATED
/S/ DENNINE BULLARD
---------------------------
Name: Dennine Bullard
Title: Authorized Signatory
MORGAN STANLEY DW INC.
/S/ KIRK WICKMAN
---------------------------
Name: Kirk Wickman
Title: Managing Director, General Counsel
and Secretary