-----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, JplSoJbODASruvlyMwGTIGP7NhHFmwblB2pYDaOr/esdLi5ZlMhr0fB/Y3Qs0vNS xQoh4Etm39nlu9xaOMPByQ== 0000927356-00-000015.txt : 20000107 0000927356-00-000015.hdr.sgml : 20000107 ACCESSION NUMBER: 0000927356-00-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991227 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMONTAIGNE INC CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11763 FILM NUMBER: 502188 BUSINESS ADDRESS: STREET 1: 370 17TH ST STREET 2: SUITE 2750 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036268200 MAIL ADDRESS: STREET 1: P O BOX 5660 STREET 2: SUITE 2750 CITY: DENVER STATE: CO ZIP: 80217 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 8-K 1 FORM 8-K UNITED STATES 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 27, 1999 TRANSMONTAIGNE INC. ------------------------------------ (Exact Name of Registrant as specified in its charter) Delaware ------------------------------------- (State or other jurisdiction of incorporation) Commission File Number 001-11763 IRS Employer No. 06-1052062 370 Seventeenth Street Suite 2750 Denver, CO 80202 ------------------------------------ (Address, including zip code of principal executive offices) 303-626-8200 ------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On December 27, 1999, TransMontaigne Inc. issued the press release attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description 99.1 Press Release dated December 27, 1999 SIGNATURES 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. TransMontaigne Inc., By: /s/ Harold R. Logan, Jr. ---------------------------- Harold R. Logan, Jr. Executive Vice President January 5, 2000 2 EX-99.1 2 PRESS RELEASE DATED DEC. 27, 1999 EXHIBIT 99.1 Contact: Donald H. Anderson, Vice-Chairman Harold R. Logan, Jr. - Executive Vice President/Finance 303-626-8200 27 December 1999 Release after the close - ---------------- ----------------------- Denver, Colorado - TransMontaigne Inc. ("TransMontaigne") (ASE:TMG) today announced the signing of a definitive agreement to sell its natural gas gathering subsidiary, Bear Paw Energy Inc., (BPEI), to BPE Acquisition LLC, a special purpose entity formed by Bear Paw's Management in association with Thomas J. Edelman and Chase Capital Partners ("CCP"). The sale of BPEI is for cash consideration of $107.5 million, plus retroactive reimbursement for all of the capital expenditures made by TransMontaigne on "BPEI"s newly constructed Powder River coal seam gathering system from July 1, 1999 to December 31, 1999. The transaction, expected to close in mid January of 2000, will be effective December 31, 1999 and is subject to receipt of customary consents and applicable regulatory approvals. The net proceeds, estimated at approximately $130 million, will be used primarily to reduce TransMontaigne's current indebtedness. The estimated gain realized by the sale, if recognized in the 2nd fiscal quarter ending December 31, 1999, will mitigate, but not eliminate, the losses that TransMontaigne is currently experiencing in its core business, petroleum products logistical services. That business segment has been experiencing losses related to the cost of fully hedging its significant petroleum products inventory, currently some 6,000,000 barrels of gasoline and distillate, and trading and location differential losses due to unanticipated strength in crude oil versus heating oil prices. The crude oil and petroleum products futures markets remain significantly backwardated with the prompt month strength distorting the normal winter/summer value relationships of heating oil and gasoline products. The current "inverse" market structure is severely penalizing those service- oriented companies, like TransMontaigne, which are required to hold petroleum products needed to operate terminal and pipeline facilities and meet customer demand, versus a structure which rewards the holding of inventory by pricing carrying value into the forward price curve. In response to the unprecedented severity and duration of this current market structure, TransMontaigne has undertaken and continues a number of steps including: (1) an aggressive program to lower its overall petroleum products inventory thus reducing the related hedging costs, without impacting the "just in time" delivery services provided to its customers; (2) a review of its current strategy, adopted in November 1998 with the acquisition of Louis Dreyfus Energy Corporation, of fully hedging all petroleum product inventories, including those minimum quantities not held for resale; and (3) a re-evaluation and modification of the pricing structure of certain supply, distribution and marketing services it provides. The cash generated by this ongoing inventory minimization will also be used to reduce the Company's bank indebtedness. TransMontaigne offers a broad range of logistically integrated transportation, storage, terminaling, supply, exchange, distribution, and marketing services to refiners, manufacturers, producers, transporters, suppliers, distributors, markets and end-users of petroleum products, crude oil, chemicals, and other bulk liquids. FORWARD-LOOKING STATEMENTS - -------------------------- This press release includes statements which may constitute forward- looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Although the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. - END - -----END PRIVACY-ENHANCED MESSAGE-----