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
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(Title of Class of Securities)
89393410
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(CUSIP Number)
Andrew J. Connelly, Esq., General Counsel, Louis Dreyfus Corporation
20 Westport Road, P.O. Box 810, Wilton, CT 06897-0810, (203) 761-8444
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 30, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for the 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).
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SCHEDULE 13D
CUSIP NO. 89393410 PAGE 2 OF 13 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Louis Dreyfus S.A.S. (formerly S. A. Louis Dreyfus et Cie.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO/AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 4,351,080 shares
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,351,080 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,351,080 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* []
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON*
CO
2
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 3 OF 13 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Louis Dreyfus Holding Company Inc. 13-2884817
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO/AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,351,080 shares
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,351,080 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,351,080 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* []
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
`
14 TYPE OF REPORTING PERSON*
CO
3
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 4 OF 13 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Louis Dreyfus Corporation 13-5204055
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 4,351,080 shares
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,351,080 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,351,080 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* []
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON*
CO
4
This Amendment No. 2 to Schedule 13D is filed by Louis Dreyfus
S.A.S. (formerly S. A. Louis Dreyfus et Cie.), a corporation organized under the
laws of France ("LDSAS"), Louis Dreyfus Holding Company Inc., a Delaware
corporation ("LDHC"), and Louis Dreyfus Corporation, a Delaware corporation
("LDC" and together with LDSAS and LDHC, the "Louis Dreyfus Group") relating to
the Common Stock, par value $.01 per share (the "Common Stock"), of
TransMontaigne Inc., a Delaware corporation (the "Issuer"); and should be read
in conjunction with the Schedule 13D filed November 6, 1998, as amended and
restated by Amendment No. 1 thereto filed November 8, 2002 (as so amended and
restated, the "Schedule 13D").
Capitalized terms used herein but not defined herein have the
meanings assigned to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The second to last paragraph of Item 2 is hereby restated as
follows, and each of the Annexes referred to below are amended and restated as
attached:
Information with respect to the executive officers and directors of
LDSAS, LDHC and LDC, including (a) name, (b) business address, (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and (d) citizenship, is listed on the Schedules attached hereto as Annexes A, B
and C, respectively, which are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated as follows:
LDC and LDHC acquired an aggregate 4,500,000 shares of the Common
Stock as partial consideration of LDC's sale of the LDEC Shares to the Issuer.
Pursuant to the Stock Purchase Agreement, the Issuer agreed, for so long as LDC
and its affiliates maintain an equity ownership interest in the Issuer equal to
or greater than 10% of the outstanding shares of the Common Stock, to use its
reasonable best efforts to nominate to the Board of Directors of the Issuer (the
"Board of Directors") a person designated by LDC who is reasonably acceptable to
the Board of Directors. Peter B. Griffin, President of LDC, who was so
designated by LDC and appointed to the Board of Directors, resigned from the
Board of Directors effective January 28, 2004 and LDC has not requested that a
person designated by LDC be nominated to the Board of Directors as his
successor.
As described in Item 6 below, LDC agreed to certain restrictions
upon its ability to acquire additional shares of the Common Stock without the
Issuer's prior consent. These restrictions terminated on October 30, 2003.
Depending upon market conditions, financial considerations and other factors,
the Louis Dreyfus Group may purchase additional shares of the Common Stock, or
sell shares of the Common Stock, if appropriate opportunities to do so are
available, at such times as the Louis Dreyfus Group considers advisable.
On July 16, 2004, the Issuer announced that it had authorized
management to engage UBS Investment Bank to assist the Issuer in evaluating its
strategic alternatives. As a
5
result of that announcement, LDC is considering whether it may be interested in
acquiring all or part of the Issuer.
Subject to the foregoing, none of LDSAS, LDHC, or LDC has any
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The first paragraph of Paragraph (a) of Item 5 is hereby amended and
restated as follows:
(a) As of the date hereof and subject to the arrangements described
in Item 6 below, LDC is the direct beneficial owner of 4,351,080 shares of the
Common Stock, representing approximately 10.6% of the issued and outstanding
shares of the Common Stock. LDHC is the indirect beneficial owner of such
4,351,080 shares, representing approximately 10.6% of the issued and outstanding
shares of the Common Stock. LDSAS is the indirect beneficial owner of the
4,351,080 shares of the Common Stock beneficially owned by LDHC, representing
approximately 10.6% of the issued and outstanding shares of the Common Stock.
6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The second paragraph of Item 6 is hereby amended and restated as
follows:
LDC, LDHC and LDSAS acquired beneficial ownership of 4,500,000
shares of the Common Stock pursuant to the Stock Purchase Agreement. Pursuant to
the Stock Purchase Agreement, the Issuer agreed, for so long as LDC and its
affiliates maintain beneficial ownership in the Issuer equal to or greater than
10% of the outstanding shares of the Common Stock, to recommend a person
designated by LDC and reasonably acceptable to the Board of Directors for
election as a director of the Issuer. Peter B. Griffin, President of LDC, who
was so designated by LDC and appointed to the Board of Directors, resigned from
the Board of Directors effective January 28, 2004 and LDC has not requested that
a person designated by LDC be nominated to the Board of Directors as his
successor. The description of the Stock Purchase Agreement is qualified by
reference to the full text thereof, which was included as Exhibit 2 to the
Schedule 13D and is incorporated herein by reference.
The last paragraph of Item 6 is hereby amended and restated as
follows:
In connection with the Recapitalization, LDC and the Issuer entered
into the Amended and Restated Louis Dreyfus Corporation Registration Rights
Agreement dated as of June 27, 2002 (the "2002 Registration Rights Agreement").
Pursuant to the 2002 Registration Rights Agreement, the Louis Dreyfus Group is
entitled to certain registration rights with respect to the shares beneficially
owned by the Louis Dreyfus Group. Also pursuant to the 2002 Registration Rights
Agreement, LDC has agreed not to sell, transfer or otherwise dispose of any
portion of the shares of the Common Stock acquired in the Sale (other than to
other members of the Louis Dreyfus Group) to the extent that, to LDC's
knowledge, after giving effect to such sale, transfer or other disposal, the
acquiring person would hold in excess of 5% of the voting power of all voting
securities of the Issuer. Further, LDC agreed to certain restrictions, which
restrictions terminated on October 30, 2003, upon its ability to acquire
additional shares of the Common Stock without the Issuer's consent and upon its
ability to participate in any proxy solicitation in respect of the Issuer or any
similar actions designed to influence the management and control of the Issuer.
The description of the 2002 Registration Rights Agreement is qualified by
reference to the full text thereof, which was included as Exhibit 2 to the
Schedule 13D and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Written Agreement of LDSAS, LDHC and LDC relating to the filing
of this Amendment as required by Rule 13d-l(k).
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
correct and complete.
Louis Dreyfus S.A.S.
August 6, 2004 By: /s/ Gerard Louis-Dreyfus
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Name: Gerard Louis-Dreyfus
Title: Chairman/President
Louis Dreyfus Holding Company Inc.
August 6, 2004 By: /s/ Hal Wolkin
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Name: Hal Wolkin
Title: Vice President
Louis Dreyfus Corporation
August 6, 2004 By: /s/ Peter B. Griffin
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Name: Peter B. Griffin
Title: President
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ANNEX A
LOUIS DREYFUS S.A.S. (FORMERLY S.A. LOUIS DREYFUS ET CIE.) ("LDSAS")
Name and Business Address
(all business addresses are:
Louis Dreyfus S.A.S.
87 Avenue de la Grande Armee
75782 Paris, France Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
--------------------------- ---------- -----------
DIRECTORS
Gerard Louis-Dreyfus Chairman/President of LDSAS U.S.A.
Louis Dreyfus Holding
Company Inc.
200 Park Avenue, 33d Floor
New York, New York 10166
Bernard Baldensperger Directeur General of LDSAS France
Pierre Louis-Dreyfus Directeur General of LDSAS France
Philippe Louis-Dreyfus Directeur General of LDSAS France
Marie-Jeanne Meyer Directeur General of LDSAS France
Bernard Laferriere Directeur General Adjoint of LDSAS France
Georges Gateff Directeur Central of LDSAS France
Ernest F. Steiner Chief Financial Officer of Groupe U.S.A.
Louis Dreyfus Holding Louis Dreyfus
Company Inc.
200 Park Avenue, 33d Floor
New York, New York 10166
EXECUTIVE OFFICERS
(WHO ARE NOT DIRECTORS)
Patrik d'Aymery Directeur General Adjoint / Directeur France
Financier of LDSAS
9
ANNEX B
LOUIS DREYFUS HOLDING COMPANY INC. ("LDHC")
Name and Business Address
(all business addresses are:
Louis Dreyfus Holding
Company Inc.
20 Westport Road
P.O. Box 810
Wilton, Connecticut 06897 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
--------------------------- ---------- -----------
DIRECTORS
Gerard Louis-Dreyfus*
Jeffrey R. Gilman Senior Vice President of LDHC U.S.A.
Peter B. Griffin President of LDC U.S.A.
Louis Dreyfus Corporation
20 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810
Ernest F. Steiner*
EXECUTIVE OFFICERS
(WHO ARE NOT DIRECTORS)
Robert L. Aiken Vice President of LDHC U.S.A.
Andrew J. Connelly Vice President and General Counsel of U.S.A.
LDHC
Richard D. Gray Vice President and Treasurer of LDHC U.S.A.
Deborah J. Neff Senior Vice President of LDC U.S.A.
Louis Dreyfus Corporation
20 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810
Hal Wolkin Senior Vice President of LDC U.S.A.
Louis Dreyfus Corporation
20 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810
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* Individual's business address, present principal occupation and
citizenship are set forth in Annex A (LDSAS).
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ANNEX C
LOUIS DREYFUS CORPORATION ("LDC")
Name and Business Address
(all business addresses are:
Louis Dreyfus Corporation
20 Westport Road
P.O. Box 810
Wilton, Connecticut 06897-0810 Present Principal Occupation or
unless otherwise indicated) Employment Citizenship
--------------------------- ---------- -----------
DIRECTORS
Gerard Louis-Dreyfus*
Robert L. Aiken**
Jeffrey R. Gilman**
Peter B. Griffin**
Joseph Nicosia Executive Vice President and Chairman U.S.A.
of Allenberg Cotton Division of LDC
Bruce Ritter Executive Vice President and Chairman U.S.A.
of the Softs Group of LDC
EXECUTIVE OFFICERS (WHO
ARE NOT DIRECTORS)
Ernest F. Steiner*
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* Individual's business address, present principal occupation and
citizenship are set forth in Annex A (LDSAS).
** Individual's business address, present principal occupation and
citizenship are set forth in Annex B (LDHC).
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Paul D. Addis Executive Vice President of LDC U.S.A.
Peter T. Bafitis Senior Vice President of LDC U.S.A.
Lawrence Greenhall Senior Vice President of LDC U.S.A.
William C. Kreussling Senior Vice President of LDC U.S.A.
Gary Lubben Senior Vice President of LDC U.S.A.
Deborah J. Neff**
Clifford L. Wald Senior Vice President of LDC U.S.A.
Hal Wolkin**
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** Individual's business address, present principal occupation and
citizenship are set forth in Annex B (LDHC).
12