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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. 4)
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)
MAY 17, 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 ----------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 5,542,775
EACH ----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
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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 ----------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 5,500,000
EACH ----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
----------------------------------------------------------------
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 ----------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 400
EACH ----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
----------------------------------------------------------------
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) |_|
--------------------------------------------------------------------------------
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 ----------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 42,375
EACH ----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
----------------------------------------------------------------
10. Shared Dispositive Power
44,375
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,375 (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. 4 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, April 26,
2006, and May 8, 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 May 17, 2006, MSCGI sent the following letter to the Company's board of
directors:
[MSCGI Letterhead]
May 17, 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 offer $11.00 cash per TransMontaigne share for the
acquisition of all of the outstanding shares of TransMontaigne, Inc.
("TransMontaigne"). We have changed the terms from our previous offer only
to increase the price and to provide TransMontaigne and its shareholders
greater assurance of the absence of any regulatory impediment to a
transaction, and the payment by us of an
aggregate of $25 million in the event of such an impediment. We believe
this offer delivers better value than the revised transaction with
SemGroup, and is a superior proposal as contemplated by the amended and
restated merger agreement (the "SemGroup Agreement") by and among
SemGroup, L.P., SemGroup Subsidiary Holding, L.L.C. ("SemGroup"), TMG
Acquisition Company and TransMontaigne.
This letter constitutes a binding, irrevocable offer to enter into the
attached merger agreement, which we have signed. If by 8:00 p.m. Denver
time on Thursday, May 18, 2006 (the "Initial Expiration Time"), the Board
of Directors of TransMontaigne has delivered to SemGroup the notice
contemplated by Section 6.04(d)(i) of the SemGroup Agreement, then this
offer will expire at 7:00 a.m. Denver time on Wednesday, May 24, 2006
unless previously accepted by TransMontaigne by execution and delivery to
us of the attached merger agreement, together with the schedules and
attachments thereto. If the Board of Directors has not delivered such
notice by the Initial Expiration Time, this offer will terminate at the
Initial Expiration Time.
This offer and our other agreements set forth in this letter shall be
governed by and construed in accordance with the laws of the State of
Delaware without regard to the conflicts of laws principles thereof.
Sincerely yours,
/s/ John Shapiro
John Shapiro
President
Morgan Stanley Capital Group Inc.
The letter was accompanied by an agreement and plan of merger executed by MSCGI.
This agreement is attached hereto as Exhibit 2.
* * * *
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, partnerships with third parties, or sales of
assets to the Company's affiliated master limited partnership or third parties.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated May 17, 2006 between MS, MSCGI, MS&Co,
and MSDW.
Exhibit 2 Plan and Agreement of Merger, dated as of May 17, 2006, between
MSCGI, Buffalo Merger Sub Inc., and the Company, executed by MSCGI
and Buffalo Merger Sub Inc.
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: May 17, 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. Davies1 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 Zumwinkel2 Chairman of the Board of Management of Deutsche Post AG
Walid Chammah Head of Investment Banking
Jonathan Chenevix-
Trench3 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 Johansson4 Co-Head of Institutional Sales and Trading
Gary G. Lynch Chief Legal Officer
Alasdair Morrison5 Chairman, 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 Spencer6 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 Bryce1 Vice President
Kenneth Carlino Vice President
Benjamin Cross Vice President
Michael H. Drury Vice President
Simon T.W. Greenshields2 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 Potter3 Vice President
Olav N. Refvik4 Vice President
Brian J. Armstrong Treasurer
William F. McCoy Secretary
* Director
1 Colin Bryce is an English citizen
2 Simon T.W. Greenshields is an English citizen
3 Ian Henry Franklin Potter is a Canadian citizen
4 Olav N. Refvik is a Norwegian citizen
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. Spencer1 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
1 Cordell G. Spencer is a Canadian citizen
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
---- ----------------------------
*James P. Gorman President, Chief Executive Officer, Chief Operating
Officer, Managing Director
*Shelley S. Hanan Managing Director
*Raymond A. Harris Managing Director
*Kirk Wickman Managing Director, General Counsel and Secretary
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
Michael R. Durbin Managing Director
Jeffrey A. Gelfand Managing Director, Controller and Chief Financial
Officer
Scott R. Graflund Managing Director
Thomas K. Harms Managing Director
Donald A. Herrema 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
Jerry W. Miller Managing Director
Kevin Morano Managing Director
Thomas P. O'Brien Managing Director
Michelle B. Chief Compliance Officer
Oroschakoff
Daniel Petrozzo Managing Director
Andrew M. Saperstein Managing Director
Richard A. Skae Managing Director
Sriram Subramaniam Managing Director
George D. Sullivan Managing Director
Jeffrey S. Swartz Managing Director
Todd R. Taylor Managing Director
Chris Van Aeken1 Managing Director
David K. Wong Treasurer
* Director
1 Chris Van Aeken is a Belgian citizen
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.
(f) In May 2006, MS&Co. reached a settlement with the SEC, NYSE and NASD
relating to its production of email in the research analyst and IPO
investigations from December 2000 through at least July 2005. The
complaint alleges that Morgan Stanley did not timely produce emails in
response to requests in those matters because it did not diligently search
for back-up tapes containing responsive emails until 2005, and because it
over-wrote back-up tapes potentially containing responsive email until at
least December 2002. Without admitting or denying the allegations of the
complaint, Morgan Stanley consented to (1) a permanent injunction barring
future violations of ss.17(b) of the Exchange Act (which requires, among
other things, that Morgan Stanley respond promptly to SEC subpoenas and
requests) and the relevant regulations promulgated thereunder and (2) the
payment of a $15 million civil penalty, $5 million of which will be paid
to NASD and the NYSE.
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.