================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
TRANSMONTAIGNE INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
893934109
--------------------------------------------------------------------------------
(CUSIP Number)
HERBERT THORNHILL
MORGAN STANLEY
2000 WESTCHESTER AVENUE, ONE SOUTH C
PURCHASE, NY 10577
(914) 225-5542
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 21, 2006
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
BK, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7. Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 5,543,150
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
-----------------------------------------------------------------
10. Shared Dispositive Power
5,545,150
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,545,150 (SEE ITEMS 4 AND 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
10.07% (SEE ITEM 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC, CO
--------------------------------------------------------------------------------
Cusip No. 893934109
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY CAPITAL GROUP INC.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
BK, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7. Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 5,500,000
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-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 if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.99% (SEE ITEM 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
Cusip No. 893934109
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY & CO. INCORPORATED
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
BK, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7. Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 400
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
-----------------------------------------------------------------
10. Shared Dispositive Power
400
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
400 (SEE ITEM 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.00% (SEE ITEM 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
Cusip No. 893934109
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY DW INC.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
BK, OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7. Sole Voting Power
-0-
-----------------------------------------------------------------
NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 42,750
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
-----------------------------------------------------------------
10. Shared Dispositive Power
44,750
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,750 (SEE ITEM 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.09% (SEE ITEM 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 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.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended in its entirety as follows:
This Schedule 13D is being filed jointly on behalf of the Reporting
Persons. The name, business address, present principal occupation or employment
and citizenship of each director and executive officer of MS, MSCGI, MS&Co. and
MSDW are set forth in Schedules A, B, C and D, respectively.
The address of the principal business office of MS and MS&Co. is 1585
Broadway, New York, New York, 10036. The address of the principal business
office of MSCGI and MSDW is 2000 Westchester Avenue, Floor 01, Purchase, NY
10577.
MS is a global financial services firm that maintains leading market
positions in each of its business segments - Institutional Securities, Global
Wealth Management Group, Asset Management, and Discover.
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. and MSDW are wholly-owned subsidiaries of MS.
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
or C attached hereto, 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
paragraphs (i), (ii) and (iii) below. Unless the context otherwise requires, the
term "Morgan Stanley" means MS and its consolidated subsidiaries.
(i) In April 2003, 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.
(ii) On November 17, 2003, MSDW 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 MSDW's offer and sale
of certain mutual funds from January 1, 2000 to the date of the Order. Pursuant
to the Order, MSDW 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 and Rule 10b-10 under the Securities Exchange Act of 1934 ("Exchange
Act"), (2) distribute for the benefit of certain customers who purchased funds
through MSDW pursuant to marketing arrangements between MSDW 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.
(iii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
MS plans to finance the transactions described in Item 4 below with
available cash, other liquid assets, and proceeds from the incurrence of new
debt.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On March 21, 2006, MSCGI sent the following letter to the Company's board
of directors.
[MSCGI Letterhead]
March 21, 2006
Mr. Donald H. Anderson
Vice Chairman, President, and CEO
TransMontaigne Inc.
1670 Broadway, Ste. 3100
Denver, CO 80202
U.S.A.
Dear Don:
In connection with our ongoing discussions regarding our business
relationships, you inquired of our plans with respect to Transmontaigne
Inc. (the "Company"), and in particular whether we would be interested in
an expansion of our strategic relationship. We advised you that absent due
diligence we would not be in a position to assess our interest, but that we
would be willing to undertake a due diligence investigation to determine
whether or not we had such an interest. In that connection, we would like
to thank you for the opportunity that you have provided to Morgan Stanley
Capital Group, Inc. ("Morgan Stanley") and its representatives to perform a
due diligence investigation of the Company. We appreciate the time and
effort that Company management has devoted to providing us information
about the Company, and we are very satisfied with the progress and results
of our investigation to date.
As a result of that investigation, Morgan Stanley is pleased to propose to
acquire, directly or indirectly, 100% of the equity securities of the
Company at a price per share of $8.50. If this is attractive to you, we
would propose completing remaining due diligence expeditiously, while
simultaneously negotiating definitive transaction agreements and obtaining
definitive financing commitments.
Our proposal is conditioned upon our satisfaction with final due diligence,
regulatory and other customary conditions, the negotiation of definitive
transaction documents, the receipt of final approvals from both your and
our boards of directors, and finalization of financing commitments. Morgan
Stanley and its advisors are prepared 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
proposal.
This letter is a non-binding indication of the interest of Morgan Stanley
in acquiring the Company, and does not reflect an agreement (or agreement
to agree) or other legally binding obligation. Neither Morgan Stanley nor
the Company shall have any obligation to enter into or consummate a
transaction, except if and to the extent reflected in definitive agreements
executed by the parties. As we are sure you understand, 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.
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 5,545,150 shares of Common Stock
(5,500,000 of which are 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. 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 44,750 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.
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.
(c) Except as disclosed in Schedule E, 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 March 21, 2006 between MS, MSCGI,
and MS&Co.
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: March 21, 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.
*Charles H. Noski Corporate Vice President and Chief Financial Officer
of Northrop Grumman Corp.
*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 Chenevix-Trench(3) Chairman, Morgan Stanley International
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
*Robin Roger Managing Director of MS&Co.
*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.
(*) 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 Acting President and COO, Individual Investor Group
of MS
*Richard R. Sanchez 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
Paul W. Klug 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
Raymond M. Smesko Managing Director
Sririam Subramaniam Managing Director
Edward M. Sullivan Managing Director
George D. Sullivan Managing Director
Jeffrey S. Swartz Managing Director
Benedict R. Tarantino Managing Director
Todd R. Taylor Managing Director
Chris Van Aeken Managing Director
Eileen Wallace Treasurer
(*) Director
SCHEDULE E
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
Purchase/Sale Date of Common Stock Price per Share
------------- ---- --------------- ---------------
Purchase Feb. 10, 2006 225 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 525 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 375 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 450 7.3819
Purchase Feb. 10, 2006 550 7.3819
Purchase Feb. 10, 2006 450 7.3819
Purchase Feb. 10, 2006 450 7.3819
Purchase Feb. 10, 2006 425 7.3819
Purchase Feb. 10, 2006 425 7.3819
Purchase Feb. 10, 2006 2200 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 375 7.3819
Purchase Feb. 10, 2006 425 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 575 7.3819
Purchase Feb. 10, 2006 350 7.3819
Purchase Feb. 10, 2006 550 7.3819
Purchase Feb. 10, 2006 400 7.3819
Purchase Feb. 10, 2006 425 7.3819
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
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated March 21, 2006 between MS, MSCGI,
MS&Co and MSDW.