-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NtAfmTxZTrqz/91Scy3dQwGCZFpAy75QsDzvhT+cAj7jX67lE/ZFg3VU02Tps9gK p/5KR21GydLwRVBDZTZGoA== 0000950123-04-009363.txt : 20040806 0000950123-04-009363.hdr.sgml : 20040806 20040806142423 ACCESSION NUMBER: 0000950123-04-009363 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040806 GROUP MEMBERS: LOUIS DREYFUS CORPORATION GROUP MEMBERS: LOUIS DREYFUS HOLDING COMPANY INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S A LOUIS DREYFUS ET CIE ET AL CENTRAL INDEX KEY: 0000933543 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 87 AVENUE DE LA GRANDE ARMEE 75782 CITY: PARIS STATE: I0 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMONTAIGNE INC CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36106 FILM NUMBER: 04957432 BUSINESS ADDRESS: STREET 1: 1670 BROADWAY STREET 2: SUITE 3100 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036268200 MAIL ADDRESS: STREET 1: P O BOX 5660 STREET 2: SUITE 3100 CITY: DENVER STATE: CO ZIP: 80217-5660 FORMER COMPANY: FORMER CONFORMED NAME: TRANSMONTAIGNE OIL CO DATE OF NAME CHANGE: 19960724 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD EXPLORATION CO INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y99841sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* TransMontaigne Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 89393410 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2004 ------------- (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). 1 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). 7 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 ---------------------------------- Name: Gerard Louis-Dreyfus Title: Chairman/President Louis Dreyfus Holding Company Inc. August 6, 2004 By: /s/ Hal Wolkin ---------------------------------- Name: Hal Wolkin Title: Vice President Louis Dreyfus Corporation August 6, 2004 By: /s/ Peter B. Griffin ---------------------------------- Name: Peter B. Griffin Title: President 8 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
- -------- * Individual's business address, present principal occupation and citizenship are set forth in Annex A (LDSAS). 10 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*
- ---------- * 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). 11 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**
- ---------- ** Individual's business address, present principal occupation and citizenship are set forth in Annex B (LDHC). 12 EX-99.1 2 y99841exv99w1.txt WRITTEN AGREEMENT OF LDSAS, LDHC AND LDC. EXHIBIT 1 The undersigned agree that the foregoing Amendment No. 2 dated August 6, 2004, to the Schedule 13D filed November 6, 1998, as amended and restated by Amendment No. 1 thereto filed November 8, 2002, is being filed with the Securities and Exchange Commission on behalf of each of Louis Dreyfus S.A.S., a corporation organized under the laws of France, Louis Dreyfus Holding Company Inc., a Delaware corporation, and Louis Dreyfus Corporation, a Delaware corporation. Dated: Louis Dreyfus S.A.S. August 6, 2004 By: /s/ Gerard Louis-Dreyfus --------------------------------- Name: Gerard Louis-Dreyfus Title: Chairman/President Louis Dreyfus Holding Company Inc. August 6, 2004 By: /s/ Hal Wolkin --------------------------------- Name: Hal Wolkin Title: Vice President Louis Dreyfus Corporation August 6, 2004 By: /s/ Peter B. Griffin --------------------------------- Name: Peter B. Griffin Title: President 13 -----END PRIVACY-ENHANCED MESSAGE-----