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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. 7)
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)
AUGUST 16, 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-
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8. Shared Voting Power
NUMBER OF
SHARES 5,541,950
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 9. Sole Dispositive Power
REPORTING
PERSON WITH -0-
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10. Shared Dispositive Power
5,543,950
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,543,950 (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)
9.47% (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-
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NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 5,500,000
OWNED BY EACH ---------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON WITH
-0-
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10. Shared Dispositve 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)
9.40% (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-
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NUMBER OF 8. Shared Voting Power
SHARES
BENEFICIALLY 400
OWNED BY ---------------------------------------------------------------
EACH 9. Sole Dispositive Power
REPORTING
PERSON WITH -0-
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10. Shared Dispositive Power
400
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
400 (SEE ITEM 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
0.00% (SEE ITEM 5)
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14. Type of Reporting Person (See Instructions)
CO
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Cusip No. 893934109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MORGAN STANLEY DW INC.
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [X]
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6. Citizenship or Place of Organization
DELAWARE
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7. Sole Voting Power
NUMBER OF
SHARES -0-
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 8. Shared Voting Power
REPORTING
PERSON WITH 41,550
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9. Sole Dispositive Power
-0-
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10. Shared Dispositive Power
43,550
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
43,550 (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)
0.08% (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. 7 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, May 8, 2006, May 17, 2006, June 18, 2006 and June 26, 2006.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to state that 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 as set forth on Schedules
A, B, C and D attached hereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
Promptly following the closing of the transactions (the "Transactions")
contemplated by the previously disclosed Agreement and Plan of Merger dated as
of June 22, 2006, by and among MSCGI, Buffalo Merger Sub Inc., and the Company
(the "Agreement"), MSCGI plans to cause the Company to change the timing of its
purchases of refined light oil products to a "just-in-time" model where product
is purchased as it is lifted by the Company's customers. The combination of
MSCGI holding the inventory until sale to the Company's customers combined with
fixed distribution fees is intended to create a new business model with stable
cash flows directly related to volumes lifted by the Company's customers. At or
upon the closing of the Transactions, MSCGI plans to purchase the Company's
existing inventory, the proceeds of which will be used to partially finance the
Transactions. Following the closing of the Transactions, MSCGI plans to cause
the Company to initiate discussions with TransMontaigne Partners, L.P. ("TLP"),
an affiliate of the Company, regarding the sale of certain of its terminaling
assets to TLP, including without limitation those assets which TLP has a current
or future option to purchase. Such sales would be subject to the agreement to
and negotiation of definitive sales agreements and the approval of the Conflicts
Committee and the board of directors of TLP's general partner.
* * * *
Subject to the terms of the Agreement, 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 seek not to pursue the
Transactions; seek to amend the terms of the Agreement, including the price,
conditions, or scope of the Transactions; take any action in or out of the
ordinary course of business to facilitate or increase the likelihood of
consummation of such transaction; 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
Transactions, 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 TLP or
third parties, which may or may not include the transactions described above.
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 5,543,950 shares of Common Stock
(5,500,000 of which are issuable upon exercise of the Warrants), or
approximately 9.47% of the outstanding shares of Common Stock based on
53,030,936 shares of Common Stock outstanding as of July 7, 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 9.40% of the
outstanding shares of Common Stock based on 53,030,936 shares of Common Stock
outstanding as of July 7, 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
53,030,936 shares of Common Stock outstanding as of July 7, 2006.
For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDW may
be deemed to beneficially own up to 43,550 shares of Common Stock, or
approximately 0.08% of the outstanding shares of Common Stock based on
53,030,936 shares of Common Stock outstanding as of July 7, 2006.
The Reporting Persons do not affirm the existence of a group and are filing
this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the
Exchange Act, provided that, as contemplated by Section 13d-1(k)(1)(ii), no
Reporting Person shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
Reporting Person knows or has reason to believe that such information is
inaccurate.
By virtue of the relationship previously reported under Item 2 of this
statement, each of MS and MS&Co. may be deemed to have shared voting and
dispositive power with respect to 400 shares of Common Stock held in a
proprietary account at MS&Co. that were previously acquired in open market
transactions. MS and MSCGI may be deemed to have shared voting and dispositive
power with respect to 5,500,000 shares of Common Stock beneficially owned by
MSCGI. MS and MSDW may be deemed to have shared dispositive power with respect
to 43,550 shares of common stock and shared voting power with respect to 41,550
shares of common stock. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by each Reporting Person
that it is the beneficial owner of any of the
Common Stock referred to herein for purposes of Section 13(d) of the Exchange
Act, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(c) Except as disclosed in Schedule F, none of the Reporting Persons
has effected any transactions in the Common Stock during the past 60 days. None
of the Reporting Persons is aware of any information that indicates that any
other Reporting Person has effected any such transaction.
(d) By virtue of the relationships described in Item 2 of this
statement, MS may be deemed to have the power to direct the receipt of dividends
declared on the shares of Common Stock held by MSCGI and MS&Co. and the proceeds
from the sale of the shares of Common Stock.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated August 22, 2006 between MS,
MSCGI, MS&Co, and MSDW.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 22, 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
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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 of the University of North Carolina
*Howard J. Davies(1) Director, The London School of Economics and
Political Science
*C. Robert Kidder Principal of Stonehenge Partners, Inc.
*Donald T. Nicolaisen Director
*Charles H. Noski Director
*Hutham S. Olayan President, Chief Executive Officer and Director of
Olayan America Corporation
*Charles E. Phillips, Jr. President and Director of Oracle Corporation
*O. Griffith Sexton Adjunct Professor of finance at Columbia Business School
*Laura D'Andrea Tyson Dean of the London Business School
*Klaus Zumwinkel(2) Chairman of the Board of Management of Deutsche
Post AG
Walid Chammah Head of Investment Banking
Jonathan Chenevix-Trench(3) Chairman, Morgan Stanley International
Zoe Cruz Co-President
Thomas V. Daula Chief Risk Officer
James P. Gorman President and COO, Global Wealth Management Group
David W. Heleniak Vice Chairman
Roger C. Hochschild President and COO, Discover Financial Services
Jerker M. 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 K. Murray Head of Global Operations and Technology
David W. Nelms Chairman and CEO, Discover Financial Services
Thomas R. Nides Chief Administrative Officer and Secretary
Linda Riefler Chief Talent Officer
Robert W. Scully Co-President
Neal A. Shear Co-Head of Institutional Sales and Trading
David H. Sidwell Executive Vice President and Chief Financial
Officer
Cordell G. Spencer(6) Deputy Head of Investment Banking
Owen D. Thomas President and COO, Investment Management
1 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. Unless otherwise indicated, 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(1) Vice President
Kenneth Carlino Vice President
Benjamin Cross Vice President
Michael H. Drury Vice President
Simon T.W. Greenshields(2) 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(3) Vice President
Olav N. Refvik(4) Vice President
Brian J. Armstrong Treasurer
William F. McCoy Secretary
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. The business address of
Mr. Potter is 23 Church Street, #16-01, Capital Square, Singapore, 049481.
4 Olav N. Refvik is a Norwegian citizen
* Director
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY & CO. INCORPORATED
The names of the directors and the names and titles of the executive
officers of Morgan Stanley & Co. Incorporated ("MS&Co.") and their principal
occupations are set forth below. The business address of each of the directors
or executive officers is that of MS&Co. at 1585 Broadway, New York, New York
10036. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to MS&Co. and each individual is a United States
citizen.
NAME PRESENT PRINCIPAL OCCUPATION
*Walid A. Chammah Managing Director of MS&Co. and Head of Investment
Banking of MS
*Charles Chasin Managing Director of MS&Co. and Chief of Staff to the
Co-Presidents of MS
*Zoe Cruz Managing Director, Chief Executive Officer and
President of MS&Co. and Co-President of MS
*Richard Portogallo Managing Director of MS&Co. and Head of U.S. Equity
Division of MS
*Neal A. Shear Managing Director of MS&Co. and Co-Head of
Institutional Sales and Trading of MS
*Cordell G. Spencer(1) 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 Managing Director and Treasurer of MS&Co.
Alexander C. Frank Managing Director and Chief Operations Officer of
MS&Co.
1 Cordell G. Spencer is a Canadian citizen
* 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
*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
James Mahon Managing Director
Jerry W. Miller Managing Director
Kevin Morano Managing Director
Michelle B. Oroschakoff Chief Compliance Officer
Daniel Petrozzo Managing Director
Andrew M. Saperstein Managing Director
Richard A. Skae Managing Director
Sririam Subramaniam Managing Director
George D. Sullivan Managing Director
Todd R. Taylor Managing Director
Chris Van Aeken(1) Managing Director
David K. Wong Treasurer
1 Chris Van Aeken is a Belgian citizen
* Director
SCHEDULE F
TRANSACTIONS IN THE PAST SIXTY DAYS BY MSDW
Unless otherwise indicated, each of the transactions described below was
effected for cash on the New York Stock Exchange.
NUMBER OF SHARES
PURCHASE/SALE DATE OF COMMON STOCK PRICE PER SHARE
Sale Aug. 17, 2006 425 $11.26
Sale Aug. 21, 2006 400 $11.27
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, $0.01 par value per share, of TransMontaigne, Inc., a Delaware
corporation, and further agrees that this joint filing agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Dated as of August 22, 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