-----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, H12u2QU8ucv3AQLssWhJu7knTvyaRSHawMcgJD307ykVMRrmhjIFILKi3XU+UDMG 1Kxhgw1rzLzD5jI/e3xSeQ== 0000899733-97-000002.txt : 19970106 0000899733-97-000002.hdr.sgml : 19970106 ACCESSION NUMBER: 0000899733-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961218 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events FILED AS OF DATE: 19970103 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMONTAIGNE OIL CO CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11763 FILM NUMBER: 97500882 BUSINESS ADDRESS: STREET 1: 1801 BROADWAY STE 600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032961908 MAIL ADDRESS: STREET 1: 1801 BROADWAY SUITE 600 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD EXPLORATION CO INC DATE OF NAME CHANGE: 19920703 8-K 1 GRASSLANDS 8-K ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 18, 1996 ------------ TRANSMONTAIGNE OIL COMPANY Commission file number 1-11763 A Delaware Corporation IRS Employer No. 06-1052062 370 Seventeenth Street Suite 2750 Denver, CO 80202 Telephone Number (303) 626-8200 ============================================================================ Item 2. Acquisition or Disposition of Assets ------------------------------------ On December 20, 1996, the Registrant acquired the Grasslands natural gas gathering, processing, treating and fractionation system from Koch Hydrocarbon Company for approximately $71,000,000 in cash, pursuant to the Agreement for Sale of McKenzie Gas Processing Plant and Grasslands Gas Gathering System dated as of October 31, 1996, between the Registrant's wholly-owned subsidiary Bear Paw Energy, Inc. and Koch Hydrocarbon Company. The Registrant intends to continue the prior use of the assets acquired. Substantially the same information required by this Form 8-K concerning the acquisition was previously reported in the Registrant's Form S-2 Registration Statement dated December 24, 1996, which is incorporated by reference as Exhibit 99.1 to this Current Report. The Agreement for Sale was previously filed as Exhibit 10.7 to the Registrant's Form S-2 Registration Statement dated December 24, 1996, and is incorporated by reference as Exhibit 2.1 to this Current Report. Item 5. Other Events ------------------------------------ The Registrant entered into a Credit Agreement dated December 18, 1996 between TransMontaigne Oil Company and The First National Bank of Boston, Agent, which Agreement was previously filed as Exhibit 10.8 to the Registrant's Form S-2 Registration Statement dated December 24, 1996, and which is incorporated by reference as Exhibit 10.1 to this Current Report. Item 7. Financial Statements and Exhibits --------------------------------- a. Financial Statements of Business Acquired The financial statements of the business acquired are incorporated by reference from the Registrant's Form S-2 Registration Statement dated December 24, 1996, which is incorporated by reference as Exhibit 99.1 to this Current Report. b. Pro Forma Financial Information The required pro forma financial information is incorporated by reference from the Registrant's Form S-2 Registration Statement dated December 24, 1996, which is incorporated by reference as Exhibit 99.1 to this Current Report. c. Exhibits Exhibit No. Description ----------- ----------- 2.1 Agreement for Sale of McKenzie Gas Processing Plant and Grasslands Gas Gathering System dated as of October 31, 1996 between Bear Paw Energy, Inc. and Koch Hydrocarbon Company, incorporated by reference from Exhibit 10.7 to the Registrant's Form S-2 Registration Statement dated December 24, 1996. 10.1 Credit Agreement between TransMontaigne Oil Company and The First National Bank of Boston, Agent, dated December 18, 1996, incorporated by reference from Exhibit 10.8 to Registrant's Form S-2 Registration Statement dated December 24, 1996. 23.1 Consent of KPMG Peat Marwick LLP. FILED HEREWITH 99.1 Registrant's Form S-2 Registration Statement dated December 24, 1996 (incorporated by reference from the Registrant's Form S-2 Registration Statement dated December 24, 1996 (SEC File No. 333-18795) filed with the Securities and Exchange Commission on December 24, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 3, 1996 TRANSMONTAIGNE OIL COMPANY By:/s/Harold R. Logan, Jr. Harold R. Logan, Jr. Executive Vice President/Finance EX-23 2 Exhibit 23.1 Consent of Independent Auditors To the Board of Directors and Stockholders TransMontaigne Oil Company: We consent to incorporation by reference in the registration statements (Nos. 333-04405 and 333-15055) on Form S-8 of our report dated December 4, 1996, relating to the historical summaries of revenue and direct operating expenses of a natural gas gathering, processing, treating and fractionation system (the Grasslands Facilities) of Koch Industries, Inc. acquired by TransMontaigne Oil Company for the nine months ended September 30, 1996 and the years ended December 31, 1995 and 1994, which report appears in the Form 8-K of TransMontaigne Oil Company dated January 3, 1997. KPMG Peat Marwick LLP Denver, Colorado January 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----