UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)
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)
December 31, 2004
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: |_|.
(Continued on the following pages)
The information required on this cover page shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
CUSIP No. 893934109 SCHEDULE 13D
1 NAME OF REPORTING PERSONS
Morgan Stanley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 5,500,400
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
5,500,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,400 (See Items 4 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.67% (See Item 5)
14 TYPE OF REPORTING PERSON
HC, CO, IA
CUSIP No. 893934109 SCHEDULE 13D
1 NAME OF REPORTING PERSONS
Morgan Stanley Capital Group Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 5,500,000
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
5,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000 (See Items 4 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.67% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 893934109 SCHEDULE 13D
1 NAME OF REPORTING PERSONS
Morgan Stanley & Co. Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 400
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $0.01 par value 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.
As more fully described in Item 4 below, beginning on March 1, 2005,
MSCGI (as defined below), will have the right to purchase, subject to
adjustments, 5,500,000 shares of Common Stock of the Company pursuant to certain
warrants issued by the Company to MSCGI on November 23, 2004 (the "Warrants").
Item 2. Identity and Background.
This Schedule 13D is being filed jointly on behalf of Morgan Stanley, a
Delaware corporation ("MS"), Morgan Stanley Capital Group Inc., a Delaware
corporation ("MSCGI") and Morgan Stanley & Co. Incorporated, a Delaware
corporation ("MS&Co.", together with MS and MSCGI, the "Reporting Persons"). The
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of MS, MSCGI and MS&Co. are
set forth in Schedules A, B and C, respectively.
The address of the principal business office of each of the Reporting
Persons is 1585 Broadway, New York, New York, 10036.
MS is a global financial services firm that maintains leading market
positions in each of its business segments - Institutional Securities,
Individual Investor Group, Investment Management and Credit Services.
MSCGI is a wholly owned subsidiary of MS. MSCGI effects non-regulated
transactions with various international clients in various international
markets. MSCGI is a non-clearing member of NYMEX and executes transactions for
its own account on such exchange.
MS&Co. is a wholly owned subsidiary of MS.
None of the Reporting Persons nor, to the knowledge of the Reporting
Persons, any of the other persons listed on Schedules A, B or C attached hereto
has been convicted in a criminal proceeding in the past five years (excluding
traffic violations or similar misdemeanors).
During the past five years, none of the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of the other persons listed on Schedules
A, B or C attached hereto was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 below, on November 23, 2004, as
partial consideration for MSCGI entering into the Product Supply Agreement (as
defined below), the Company issued the Warrants to MSCGI.
Item 4. Purpose of Transaction.
The Company's wholly-owned subsidiary, TransMontaigne Product Services
Inc., a Delaware corporation ("TPSI"), is engaged in the business of storing,
distributing, supplying and marketing products, which requires a long-term
supply of certain refined petroleum products. TPSI and MSCGI have entered into
that certain product supply agreement, dated as of November 4, 2004 (as amended
from time to time, the "Product Supply Agreement") pursuant to which, among
other things, MSCGI will sell and supply refined petroleum products to TPSI and
TPSI will purchase and receive the same products from MSCGI.
As partial consideration for MSCGI entering into the Product Supply
Agreement, the Company issued to MSCGI the Warrants, the terms and conditions of
which are provided in that certain warrant certificate dated as of November 23,
2004 (the "Warrant Certificate"). Each Warrant entitles the holder thereof to
purchase from the Company, at any time and from time to time on or after the
earlier to occur of March 1, 2005 and the date preceding a Reorganization (as
defined in the Warrant Certificate) through and including March 1, 2010, one
share of Common Stock, at an exercise price per Warrant equal to $6.60. The
number and kind of shares of Common Stock for which each Warrant is exercisable
and the exercise price are subject to adjustments from time to time as set forth
in the Warrant Certificate. The Warrants may be transferred in whole or in part
at any time and from time to time, provided that, so long as the Product Supply
Agreement has not been terminated or expired on its terms, the Warrants may not
be transferred directly or indirectly to a transferee that is not an Affiliate
(as defined in the Warrant Certificate) of MSCGI.
In connection with the issuance of the Warrants, the Company and MSCGI
have entered into a registration rights agreement dated as of November 23, 2004
(the "Registration Rights Agreement") pursuant to which MSCGI and certain of its
transferees or successors (collectively, the "MSCGI Holders") were granted
certain demand and piggyback registration rights. The Registration Rights
Agreement will become effective at the same time as the Warrants become
exercisable. MSCGI Holders are entitled to request three demand registrations,
the last one of which shall be a shelf registration statement pursuant to Rule
415 under the Securities Act of 1933, as amended, to be effective for not less
than 180 days. No more than one demand registration may be requested by any
MSCGI Holder in any 12-month period. Subject to the terms and conditions of the
Registration Rights Agreement, the MSCGI Holders also have the right to include
their Registrable Securities (as defined in the Registration Rights Agreement)
in certain registration statements filed by the Company on its own initiative or
at the request of a third party also entitled to registration rights. The
Registration Rights Agreement also contains customary provisions regarding the
registration rights, including, but not limited to, registration procedures,
transfer restrictions, withdrawal rights, registration expenses and
indemnification.
A copy of each of the Product Supply Agreement, Warrant Certificate and
Registration Rights Agreement are attached hereto as Exhibits 1, 2 and 3,
respectively, and are incorporated herein by reference.
Except as set forth in this Item 4, the Reporting Persons do not have
any current plans or proposals which relate to or would result in any of the
matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MS
may be deemed to beneficially own up to 5,500,400 shares of Common Stock
(5,500,000 of which are issuable upon exercise of the Warrants), or
approximately 11.67% of the outstanding shares of Common Stock based on
41,633,590 shares of Common Stock outstanding as of November 23, 2004 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 and MS&Co.
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 11.67% of the
outstanding shares of Common Stock based on 41,633,590 shares of Common Stock
outstanding as of November 23, 2004 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 0.0% of the outstanding shares of Common Stock based on 41,633,590
shares of Common Stock outstanding as of November 23, 2004.
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.
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. By virtue of
the relationship previously reported under Item 2 of this statement, each of 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. 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.
Except as set forth in Schedule D, 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.
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See response to Item 4.
Item 7. Exhibits.
Exhibit 1 i) Product Supply Agreement dated November 4, 2004 between MSCGI
and TPSI*
ii) First Amendment to the Product Supply Agreement dated
November 23, 2004*
Exhibit 2 Warrant Certificate dated November 23, 2004 issued by the
Company**
Exhibit 3 Registration Rights Agreement dated November 23, 2004 between
the Company and MSCGI**
Exhibit 4 Joint Filing Agreement dated January 7, 2005 between MS, MSCGI
and MS&Co.
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* Incorporated by reference to the Company's Current Report on Form 8-K,
dated November 4, 2004, as amended by a Form 8-K/A filed on January 7, 2005.
** Incorporated by reference to the Company's Current Report on Form 8-K,
dated November 30, 2004.
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: January 7, 2005
MORGAN STANLEY
/s/ Robert G. Koppenol
---------------------------------
Name: Robert G. Koppenol
Title: Authorized Signatory
MORGAN STANLEY CAPITAL GROUP INC.
/s/ Neal A. Shear
---------------------------------
Name: Neal A. Shear
Title: Chairman and President
MORGAN STANLEY & CO. INCORPORATED
/s/ Robert G. Koppenol
---------------------------------
Name: Robert G. Koppenol
Title: Authorized Signatory
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
---- -----
*Philip J. Purcell Chairman of the Board and Chief Executive Officer
*Sir Howard Davies1 The Director, London School of Economics and Political Science
*Edward A. Brennan Former Executive Chairman of AMR Corporation
*John E. Jacob Executive Vice President - Global Communications of Anheuser-Busch Companies, Inc.
*C. Robert Kidder Principal of Stonehenge Partners, Inc.
*Charles F. Knight Chairman Emeritus of Emerson Electric Co.
*John W. Madigan Retired; former Chairman, Chief Executive Officer and President of Tribune Company
*Miles L. Marsh Former Chairman and Chief Executive Officer of Fort James Corporation
*Michael A. Miles Special Limited Partner and member of the advisory board of Forstmann Little & Co.
*Laura D'Andrea Tyson Dean of the London Business School
*Klaus Zumwinkel2 Chairman of the Management Board of Deutsche Post AG
Stephan F. Newhouse President
Stephen S. Crawford Executive Vice President and Chief Administrative Officer
David Sidwell Executive Vice President and Chief Financial Officer
Donald G. Kempf, Jr. Executive Vice President, Chief Legal Officer and Secretary
Tarek F. Abdel-Meguid Head of Worldwide Investment Banking Division
Zoe Cruz Head of Worldwide Fixed Income Division
John P. Havens Head of Worldwide Institutional Equity Division
Roger C. Hochschild President and COO, Discover Financial Services
Mitchell M. Merin President and COO, Investment Management
David W. Nelms Chairman and CEO, Discover Financial Services
Vikram S. Pandit President and COO, Institutional Securities Group
Joseph R. Perella Chairman of Institutional Securities Group
John H. Schaefer President and COO, Individual Investor Group
---------------------------
1 Sir Howard Davies is an English citizen and not a United States citizen.
2 Klaus Zumwinkel is a German citizen and not a United States 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 1585 Broadway, New York, New York
10036. 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
---- -----
*Shear, Neal A Chairman and President
Aaron, Debra M. Vice President
Brown, G. William Vice President
Bryce, Colin Vice President
*Chasin, Charles Vice President
Delaney, Joseph F. Vice President
Greenshields, Simon T.W. Vice President
Grzeczka, Keith L. Vice President
Hart, Deborah L. Vice President
Kamins, Harold W. Vice President
King, Nancy A. Vice President
Kinney, Robert P. Vice President
Mettler, Stephen P. Vice President
*Newcomb, Philip V. Vice President
Potter, Ian Henry Franklin Vice President
Refvik, Olav N. Vice President
Sandberg, Bruce R. Vice President
Shapiro, John A. Vice President
Shelton, Richard David Vice President
White, Charlton S. Vice President
Armstrong, Brian J. Treasurer
McCoy, William F. Secretary
Herzer, Charlene R. Assistant Secretary
Krause, Susan M. Assistant 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, Business Address Present Principal Occupation
---------------------- ----------------------------
*Zoe Cruz Managing Director of MS&Co. and Head of Worldwide
Fixed Income Division of Morgan Stanley ("MS")
*John P. Havens Managing Director of MS&Co. and Head of Worldwide
Institutional Equity Division of MS
*Donald G. Kempf, Jr. Managing Director of MS&Co. and Executive Vice
President, Chief Legal Officer and Secretary of MS
*Tarek F. Abdel-Meguid Managing Director of MS&Co. and Head of Worldwide
Investment Banking Division of MS
*Alasdair G. Morrison Managing Director of MS&Co. and Chairman of Morgan
Stanley Asia
*Stephan F. Newhouse Managing Director of MS&Co. and President of MS
*Vikram S. Pandit Managing Director, President and COO of MS&Co. and
President and COO of Institutional Securities of MS
*Joseph R. Perella Managing Director, Chairman and CEO of MS&Co. and
Chairman of Institutional Securities of MS
*Philip J. Purcell Managing Director of MS&Co. and Chairman of the
Board and Chief Executive Officer of MS
*Robin Roger Managing Director, General Counsel and Secretary of
MS&Co.
Eileen S. Wallace Managing Director and Treasurer of MS&Co.
Alexander C. Frank Managing Director and CFO of MS&Co. and Controller
of MS
* Director
SCHEDULE D
TRANSACTIONS IN THE PAST SIXTY DAYS BY MS&CO.
Unless otherwise indicated, each of the transactions described below
was effected for cash on the American Stock Exchange on December 21, 2004.
Purchase/Sale Number of Shares of Common Stock Price per Share
Sale 3,750 $5.51
Sale 100 $5.42
Sale 150 $5.45
Sale 125 $5.50
Exhibit 1 i) Product Supply Agreement dated November 4, 2004 between MSCGI
and TPSI*
ii) First Amendment to the Product Supply Agreement dated
November 23, 2004*
Exhibit 2 Warrant Certificate dated November 23, 2004 issued by the
Company**
Exhibit 3 Registration Rights Agreement dated November 23, 2004 between
the Company and MSCGI**
Exhibit 4 Joint Filing Agreement dated January 7, 2005 between MS, MSCGI
and MS&Co.
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* Incorporated by reference to the Company's Current Report on Form 8-K,
dated November 4, 2004, as amended by a Form 8-K/A filed on January 7, 2005.
** Incorporated by reference to the Company's Current Report on Form 8-K,
dated November 30, 2004.