UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRANSMONTAIGNE OIL COMPANY
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
893934109
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(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7324
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 4, 1996
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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 |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 1 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 2 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Holding Inc.
I.R.S. No. 13-3634771
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,154,961
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,154,961
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Holding Inc. disclaims beneficial ownership of 3,154,961
shares attributed to it through its ownership of Dillon, Read Inc.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 3 of 105 Pages
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- ---------------------------------- ----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Inc.
I.R.S. No. 13-3404336
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,154,961
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,154,961
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dillon, Read Inc. disclaims beneficial ownership of 3,153,977
shares attributed to it through its ownership of Dillon, Read
and Co. Inc. and 984 shares held by Dillon, Read & Co. Inc., as agent.
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 4 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read & Co. Inc.
I.R.S. No. 13-1939216
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,154,961
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,154,961
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person reports 3,154,961 shares held for managed
accounts and the reporting person disclaims beneficial ownership
in such shares.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON*
BD
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 5 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yorktown Energy Partners, L.P.
I.R.S. No. 13-3603939
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,014,216
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,014,216
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,216
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.684%
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14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 6 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yorktown Energy Partners II, L.P.
I.R.S. No. 13-3803552
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 555,556
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
555,556
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,556
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.67%
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14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 6 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 7 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners III, L.P.
I.R.S. No. 13-3577723
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 29,499
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
29,499
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,499
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1418%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 7 of 105 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 893934109 Page 8 of 105 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners IV, L.P.
I.R.S. No. 13-3665818
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,556
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,556
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,556
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0267%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 8 of 105 Pages<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the
"Common Stock") of TransMontaigne Oil Company (the "Company"),
whose principal executive offices are located at 370 Seventeenth
Street, Suite 900, Denver, Colorado 80208.
Item 2. Identity and Background
This statement is filed by each of the following per-
sons: (i) Dillon, Read Holding Inc. ("DR Holding"); (ii) Dillon,
Read Inc. ("DRI"); (iii) Dillon, Read & Co. Inc. ("Dillon Read");
(iv) Yorktown Energy Partners, L.P. ("Yorktown"); (v) Yorktown
Energy Partners II, L.P. ("Yorktown II"); (vi) Lexington Partners
III, L.P. ("Lexington III"); and (vii) Lexington Partners IV,
L.P. ("Lexington IV"), which are sometimes referred to collec-
tively herein as the "Reporting Persons." Yorktown, Yorktown II,
Lexington III and Lexington IV are sometimes referred to collec-
tively herein as the "Funds."
DR Holding is a corporation organized under the laws of
the State of Delaware, whose principal office and business
address is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801. The principal business of DR Holding
is the ownership of all of the outstanding shares of common stock
of DRI.
DRI, a wholly owned subsidiary of DR Holding, is a cor-
poration organized under the laws of the State of Delaware, whose
principal office and business address is c/o Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801. Dillon
Read, a wholly owned subsidiary of DRI, is a corporation orga-
nized under the laws of the State of Connecticut, whose principal
office and business address is 535 Madison Avenue, New York, New
York 10022. The principal business of DRI is the ownership of
all of the outstanding shares of common stock of Dillon Read,
whose principal business is investment banking and securities
brokerage and trading.
Yorktown, a limited partnership organized under the
laws of the State of Delaware, has its principal office and busi-
ness address at 535 Madison Avenue, New York, New York 10022.
The principal business of Yorktown is investing in equity securi-
ties of energy investments. Yorktown II, a limited partnership
organized under the laws of the State of Delaware, has its prin-
cipal office and business address at 535
<PAGE>
-2-
Madison Avenue, New York, New York 10022. The principal busi-
ness of Yorktown II is investing in equity securities of energy
investments.
Lexington III, a limited partnership organized on
behalf of certain officers of Dillon Read to invest in securities
issued in transactions in which Dillon Read is involved, was
formed under the laws of the State of Delaware and has its prin-
cipal office and business address at 535 Madison Avenue, New
York, New York 10022. Lexington IV, a limited partnership orga-
nized on behalf of certain officers of Dillon Read to invest in
securities issued in transactions in which Dillon Read is
involved, was formed under the laws of the State of Delaware and
has its principal office and business address at 535 Madison Ave-
nue, New York, New York 10022.
The partnership agreement with respect to Yorktown pro-
vides that the management, operation and investment policy (which
includes the right to vote or power to direct the disposition of
securities) of the partnership shall be vested exclusively in its
general partner, which is DR Associates III, L.P. ("DR Associ-
ates"). Pursuant to the Yorktown partnership agreement, DR Asso-
ciates may delegate its authority to manage Yorktown to another
party. DR Associates has delegated such authority to Dillon
Read, its general partner, and as such, Dillon Read may have the
power to vote and the power to dispose of the securities reported
in this Schedule 13D as being owned by Yorktown. The partnership
agreement with respect to Yorktown II provides that the manage-
ment, operation and investment policy (which includes the right
to vote or power to direct the disposition of securities) of the
partnership shall be vested exclusively in its general partner,
which is Yorktown II Corp. Pursuant to the Yorktown II partner-
ship agreement, Yorktown II Corp. may delegate its authority to
manage Yorktown II to another party. Dillon Read has been
appointed manager of Yorktown II by Yorktown II Corp., and as
such, has the power to vote and the power to dispose of the secu-
rities reported in this Schedule 13D as being owned by Yorktown
II.
The partnership agreement with respect to Lexington III
provides that the management, operation and investment policy
(which includes the right to vote or power to direct the disposi-
tion of securities) of Lexington III shall be vested exclusively
in its general partner, which is Dillon Read. The partnership
agreement with respect to Lexington IV provides that the manage-
ment, operation and investment policy (which includes the right
to vote and power to direct the disposition
<PAGE>
-3-
of securities) of Lexington IV shall be vested exclusively in
its general partner, which is DRMC Inc. DRMC Inc. is wholly
owned by DRI, and as such, DRI may have the power to vote and
the power to dispose of the securities reported in this Sched-
ule 13D as being owned by Lexington IV.
The names, addresses, citizenships and principal occu-
pations or employments of the respective directors and executive
officers of DR Holding, DRI and Dillon Read are set forth in
Exhibits A, B and C, respectively, attached hereto, which are
incorporated herein by reference.
Except as set forth in Exhibits A, B and C hereto and
in the following paragraph, none of the Reporting Persons, nor,
to the best knowledge of any of the Reporting Persons, any other
person identified pursuant to this Item 2, within the last five
years was (i) convicted in a criminal proceeding (excluding traf-
fic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of compe-
tent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or
state securities laws or a finding of any violations of such
laws.
On January 16, 1992, Dillon Read (along with 97 other
securities firms), without admitting or denying any findings,
consented to the entry of an Order in settlement of an SEC Admin-
istrative Proceeding (File No. 3-7646) entitled In the Matter of
the Distribution of Securities Issued by Certain Government Spon-
sored Enterprises ("GSE"). The Order stated the SEC's findings
that Dillon Read made and kept certain records that did not accu-
rately reflect Dillon Read's customers' orders for certain GSE
securities in violation of Section 17(a) (and Rules 17a-3 and
17a-4 thereunder). The Order further provided that Dillon Read
shall cease and desist from any violation in the future, pay a
penalty of $100,000, and maintain policies and procedures reason-
ably designed to ensure future compliance with the provisions of
Section 17(a) and Rules 17a-3 and 17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
Effective June 4, 1996, TransMontaigne Oil Company, a
privately owned holding company ("Old TransMontaigne") merged
with and into Sheffield Exploration Company, Inc., a publicly
held company ("Sheffield"), with Sheffield as survivor of the
<PAGE>
-4-
transaction. Immediately thereafter, Sheffield changed its
name to TransMontaigne Oil Company ("the Company"). The common
stock of Old TransMontaigne was converted at the effective time
to Common Stock of the Company, on a share for share basis.
Dillon Read, as agent, and each of the Funds received the
shares of Common Stock held by them pursuant to the conversion
of the shares of common stock of Old TransMontaigne held by
each of them. Such shares of Old TransMontaigne were issued in
exchange for shares of common stock of Continental Ozark Corpo-
ration ("COC") on May 10, 1995, the effective time of the
merger between Old TransMontaigne and COC, with COC as survi-
vor. Immediately after such merger, COC changed its name to
TransMontaigne Oil Company. Dillon Read, as agent, and each of
the Funds held shares of Series A Preferred Stock of COC, which
were converted into shares of common stock of COC prior to the
merger. In connection with the merger of Old TransMontaigne
into COC and the recapitalization of COC, Dillon Read, as
agent, Yorktown II and Lexington IV purchased additional common
stock of COC in the amounts of 133,333, 555,556 and 5,556
shares of common stock, respectively.
With respect to the investments made by each of the
Funds in COC, Yorktown, Yorktown II, Lexington III and Lexington
IV purchased the shares of COC purchased by it with partnership
funds made available to it pursuant to a capital call from its
limited partners. As set forth under Items 5 and 6 below,
550,134 shares of Common Stock owned of record by Dillon Read
(the "Agency Shares") are held by it as agent for certain man-
aging directors, former managing directors, officers and former
officers of Dillon Read listed on Exhibit D, attached hereto and
incorporated herein by reference, under powers of attorney pursu-
ant to which Dillon Read has been granted sole voting power and
sole investment power with respect to such securities. Such Com-
mon Stock was received by each of the persons listed on Exhibit D
hereto upon the conversion of shares of Old TransMontaigne held
by them into Common Stock on June 4, 1996. The source and the
aggregate amount of funds used to purchase the Common Stock by
each of the persons listed on Exhibit D hereto is set forth in
Exhibit D hereto. The table below sets forth the aggregate
amount of funds used in making the purchases of the Common Stock
by each of the Funds and Dillon Read, as agent.
<PAGE>
-5-
<TABLE>
<CAPTION>
Common Stock
Originally Total Price of
Purchaser Purchased 1 Common Stock
- --------- ------------ --------------
<S> <C> <C>
Yorktown 2,014,216 $5,438,384.00
Yorktown II 555,556 2,000,001.60
Lexington III 29,499 79,646.00
Lexington IV 5,556 20,001.60
Dillon Read 550,134 1,605,360.80
</TABLE>
Item 4. Purpose of Transaction
All of the shares of Common Stock were acquired by the
Reporting Persons in transactions originally involving invest-
ments by the Reporting Persons in COC, as more fully described in
Item 3 of this Schedule 13D. The merger of Old TransMontaigne
into Sheffield, and the subsequent change of name of Sheffield,
as survivor, to TransMontaigne Oil Company was effective June 4,
1996.
The Funds acquired the Common Stock owned of record by
them in the ordinary course of their respective investment activ-
ities and as contemplated by their organizational documents.
Dillon Read acquired the 550,134 Agency Shares owned of record by
it pursuant to powers of attorney executed by the individuals
listed on Exhibit D hereto.
By reason of Dillon Read's relationship with the Funds
(see Item 2), Dillon Read may be in a position to influence
whether the Company engages in certain corporate transactions,
including those transactions enumerated under paragraphs (a)
through (j) of Item 4 of Schedule 13D.
- --------------------
1 Represents the number of shares of common stock of COC
issued upon conversion of the Series A Preferred Stock of
COC (including Pay In Kind Shares, issued from time to time,
on the Series A Preferred Stock of COC) and includes shares
of common stock of COC purchased upon the recapitalization
of COC. As the result of the two mergers and subsequent
changes of corporate names described in this Item 3, these
shares have been converted into Common Stock of the Company.
<PAGE>
-6-
Except as described in this Statement, as of the date
hereof, the Reporting Persons have not formulated any specific
plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company
or the disposition of securities of the Company; (b) an extraor-
dinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company; (c) a sale or transfer of a
material amount of assets of the Company; (d) any change in the
present board of directors or management of the Company, includ-
ing any plans or proposals to change the number or term of direc-
tors or management of the Company, including any plans or propos-
als 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 Company; (f) any
other material change in the Company's business or corporate
structure; (g) changes in the Company's charter or bylaws or
other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the
Company 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) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Act"); or (j) any action similar to any of those enumerated
above.
Item 5. Interests in Securities of the Issuer
(a) By reason of their relationship with Dillon Read
(see Item 2), as of June 4, 1996, DR Holding and DRI may be
deemed pursuant to Rule 13d-3 under the Act ("Rule 13d-3") to
beneficially own 3,154,961 shares of Common Stock, representing
15.2% of the outstanding shares of Common Stock reported by the
Company to be outstanding at June 4, 1996 (the "Outstanding
Shares"). DR Holding and DRI disclaim beneficial ownership of
all shares of Common Stock held by Dillon Read and the Funds.
By reason of Dillon Read's relationship with the Funds
(see Item 2), as of June 4, 1996, Dillon Read may be deemed pur-
suant to Rule 13d-3 to beneficially own 3,154,961 shares of Com-
mon Stock (including the 550,134 Agency Shares held by Dillon
Read as agent for the persons listed on Exhibit D hereto), repre-
senting 15.2% of the Outstanding Shares.
<PAGE>
-7-
As of June 4, 1996, Yorktown beneficially owns
2,014,216 shares of Common Stock, representing 9.684% of the Out-
standing Shares. Yorktown II beneficially owns 555,556 shares of
Common Stock, representing 2.67% of the Outstanding Shares.
Lexington III beneficially owns 29,499 shares of Common Stock,
representing .1418% of the Outstanding Shares. Lexington IV
beneficially owns 5,556 shares of Common Stock, representing
.0267% of the Outstanding Shares.
In addition, as of June 4, 1996, DRI and the individu-
als named in Exhibit D hereto may be deemed to beneficially own
the 550,134 Agency Shares, including the 984 shares beneficially
owned by DRI, representing 2.67% of the Outstanding Shares; how-
ever, pursuant to powers of attorney executed by each such indi-
vidual in favor of Dillon Read, Dillon Read has been granted sole
voting power and sole investment power with respect to the Agency
Shares. Accordingly, each such person disclaims beneficial own-
ership of the Agency Shares held by Dillon Read for his economic
benefit. The name of each such person and the number of Agency
Shares and other shares of Common Stock and the percentage of the
Outstanding Shares as to which each such person disclaims or
affirms beneficial ownership are set forth in Exhibit D hereto,
which is incorporated herein by reference.
Except as set forth herein, to the best knowledge of
the Reporting Persons, none of the other persons identified in
this filing currently owns, or has any right to acquire, any
shares of the Common Stock.
(b) As noted in Items 2 and 5(a), Dillon Read has the
voting power and investment power with respect to the shares of
Common Stock reported in this Statement as being beneficially
owned by the Funds, and with respect to the Agency Shares. By
reason of their relationship with one another, Dillon Read, DRI
and DR Holding may be deemed to share voting and dispositive pow-
ers as to all of the shares of Common Stock reported in Item 5(a)
that Dillon Read may be deemed to beneficially own; however, as
noted above, DR Holding and DRI disclaim beneficial ownership of
such shares.
(c) None.
(d) To the best knowledge of the Reporting Persons, no
person other than those identified in this Schedule has the right
to receive or the power to direct the receipt of
<PAGE>
-8-
dividends from, or the proceeds from the sale of, the securi-
ties reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
In connection with the issuance of the Common Stock,
Exhibit G (attached hereto and incorporated herein by reference)
sets forth the arrangement between the Reporting Persons and the
Company with respect to registration rights for such Common Stock
granted to the Reporting Persons by the Company. Exhibit H
(attached hereto and incorporated herein by reference) sets forth
certain representations made by the Reporting Persons to the Company
with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit A - Executive Officers and Directors of Dillon,
Read Holding Inc.
Exhibit B - Executive Officers and Directors of Dillon,
Read Inc.
Exhibit C - Executive Officers and Directors of Dillon,
Read & Co. Inc.
Exhibit D - Ownership of Common Stock by Managing Direc-
tors, Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Exhibit E - Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit F - Form of Power of Attorney Executed by Persons
Listed in Exhibit D.
Exhibit G - Registration Rights Agreement
Exhibit H - Letter of Representations
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable inquiry and
to the best of their respective knowledge and belief, the infor-
mation set forth in the Schedule 13D is true, complete and
correct.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
----------------------------
Name: David W. Niemiec
Title: Vice Chairman
<PAGE>
YORKTOWN ENERGY PARTNERS, L.P.
By: DR Associates III, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Bryan H. Lawrence
--------------------------
Managing Director
YORKTOWN ENERGY PARTNERS II, L.P.
By: Yorktown II Corp.,
its General Partner
By: /s/ Bryan H. Lawrence
--------------------------
Chairman
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
--------------------------
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
-------------------------
Chairman
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read &
Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: Jan Hessel Lindenbergh
RESIDENCE OR ING Bank
BUSINESS ADDRESS: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
PRINCIPAL OCCUPATION:
(a) Name: ING Bank
(b) Address: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
(c) Title: Director
CITIZENSHIP: HOLLAND
<PAGE>
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director of
Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
<PAGE>
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and Man-
aging Director
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive Officer,
Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Barbara T. Alexander
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Sharyar Aziz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Tamara A. Baum
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: James H. Brandi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William S. Brenizer
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: John G. Brim
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Michael A. Cilia
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Frank V. Colombo
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John N. Crew
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Kenneth S. Crews
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard W. Dickey
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Charles P. Durkin, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Thomas J. Hartfield
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H.F. Haskell, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Anthony B. Helfet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 555 California Street, Suite 4950
San Francisco, CA 94104
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 555 California Street, Suite 4950
San Francisco, CA 94104
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William O. Hiltz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert H. Hotz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: James W. Hunt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Peter H. Imhoff
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Yerger Johnstone
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
NAME: Craig A.T. Jones
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 260 Franklin Street - 15th Floor
Boston, MA 02110
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 260 Franklin Street - 15th Floor
Boston, MA 02110
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
(c) Title: Director and Managing Director
CITIZENSHIP: Japan
NAME: Patrick J. Landers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Bryan H. Lawrence
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: J. Richard Leaman, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard R. Macek
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 120 Wall Street
New York, NY 10005
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 120 Wall Street
New York, NY 10005
(c) Title: Controller, Director and Managing
Director
CITIZENSHIP: USA
NAME: Daniel F. Marciano
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Cynthia R. Melcher
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Richard J. Milligan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert Moulton-Ely
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: John H. Mullin, III
RESIDENCE OR Ridgeway Farm Inc.
BUSINESS ADDRESS: Route 2
Box 380
Brookneal, VA 24528
PRINCIPAL OCCUPATION:
(a) Name: Ridgeway Farm Inc.
(b) Address: Route 2
Box 380
Brookneal, VA 24528
(c) Title: Shade Tree Farmer
CITIZENSHIP: USA
NAME: Christian L. Oberbeck
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Victor A. Pelson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Robert A. Pilkington
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: UK
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Thomas L. Piper, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Jerome H. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: William P. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Kenneth M. Schmidt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: H.C. Bowen Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Richard R.S. Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Danforth H. Starr
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Jason D. Sweet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: F. Davis Terry, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Robert E. Weeden
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: France
NAME: Edward B. Whitney
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: John E. Wilson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Robert A. Young
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing Director
CITIZENSHIP: USA
NAME: Simon A. Borrows
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Director
CITIZENSHIP: UK
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden (U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden (U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: James R.C. Lupton
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Executive Director
CITIZENSHIP: UK
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co. Inc.
NAME: Michael D.G. Ross
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: UK
<PAGE>
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Unless otherwise indicated, all purchases were made
with individual funds.
NAME: Karen Adler-Esterow
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 417
AMOUNT AND SOURCE
OF FUNDS: $1,501.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .002004%
NAME: H. Michael Ashford
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 493
AMOUNT AND SOURCE
OF FUNDS: $1,328.72
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .00237%
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Charles A. Ballard
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,921
AMOUNT AND SOURCE
OF FUNDS: $13,286.43
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02365%
NAME: John P. Birkelund
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 66,002
AMOUNT AND SOURCE
OF FUNDS: $193,315.50
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .31733%
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: James H. Brandi
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 12,619
AMOUNT AND SOURCE
OF FUNDS: $36,573.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .06067%
NAME: William S. Brenizer
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,318
AMOUNT AND SOURCE
OF FUNDS: $11,944.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01595%
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Francois de Saint Phalle
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 60,293
AMOUNT AND SOURCE
OF FUNDS: $172,767.05
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .28988%
NAME: Charles P. Durkin, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 17,858
AMOUNT AND SOURCE
OF FUNDS: $53,217.57
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .085859%
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 60,239
AMOUNT AND SOURCE
OF FUNDS: $172,568.70
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .28962%
NAME: John H.F. Haskell, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 49,209
AMOUNT AND SOURCE
OF FUNDS: $132,864.37
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .23659%
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: William O. Hiltz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,778
AMOUNT AND SOURCE
OF FUNDS: $10,000.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .013356%
NAME: Franklin W. Hobbs, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 18,096
AMOUNT AND SOURCE
OF FUNDS: $51,858.37
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .087%
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Robert H. Hotz
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,778
AMOUNT AND SOURCE
OF FUNDS: $10,000.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .013356%
NAME: Kurt Kalm
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,380
AMOUNT AND SOURCE
OF FUNDS: $19,929.68
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03548%
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: W. Howard Keenan, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,770
AMOUNT AND SOURCE
OF FUNDS: $24,930.08
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .042165%
NAME: Bryan H. Lawrence
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 44,923
AMOUNT AND SOURCE
OF FUNDS: $126,293.11
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .21598%
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: John T. Lewis
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,389
AMOUNT AND SOURCE
OF FUNDS: $5,000.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .00667%
NAME: Cynthia R. Melcher
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,213
AMOUNT AND SOURCE
OF FUNDS: $11,566.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01545%
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Richard H. Montague
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,381
AMOUNT AND SOURCE
OF FUNDS: $19,929.68
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03548%
NAME: Robert Moulton-Ely
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,000
AMOUNT AND SOURCE
OF FUNDS: $22,600.49
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03846%
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Guy D. Mulford, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 556
AMOUNT AND SOURCE
OF FUNDS: $2,001.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .00267%
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 20,002
AMOUNT AND SOURCE
OF FUNDS: $56,503.27
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09616%
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: David W. Niemiec
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,064
AMOUNT AND SOURCE
OF FUNDS: $29,030.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03877%
NAME: Robert A. Pilkington
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 19,127
AMOUNT AND SOURCE
OF FUNDS: $55,569.90
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .09196%
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Thomas L. Piper, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,778
AMOUNT AND SOURCE
OF FUNDS: $10,000.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01335%
NAME: Eric W. Roberts
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 556
AMOUNT AND SOURCE
OF FUNDS: $2,001.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .00267%
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Bret E. Russell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,381
AMOUNT AND SOURCE
OF FUNDS: $19,929.68
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03548%
NAME: Stuart L. Sindell
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 417
AMOUNT AND SOURCE
OF FUNDS: $1,501.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .002004%
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: H.C. Bowen Smith
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,167
AMOUNT AND SOURCE
OF FUNDS: $15,001.20
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02003%
NAME: Richard R.S. Smith
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,394
AMOUNT AND SOURCE
OF FUNDS: $12,218.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01631%
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Michael I. Somers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,381
AMOUNT AND SOURCE
OF FUNDS: $19,929.61
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03548%
NAME: Danforth W. Starr
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,778
AMOUNT AND SOURCE
OF FUNDS: $10,000.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01335%
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: J. Richard Sullivan, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 694
AMOUNT AND SOURCE
OF FUNDS: $2,498.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .003336%
NAME: F. Davis Terry, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,778
AMOUNT AND SOURCE
OF FUNDS: $10,000.80
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01335%
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Wayne D. Thornbrough
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 5,326
AMOUNT AND SOURCE
OF FUNDS: $19,173.60
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .0256%
NAME: George H. Weiler, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,389
AMOUNT AND SOURCE
OF FUNDS: $5,000.40
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .00667%
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Lorenzo D. Weisman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 30,161
AMOUNT AND SOURCE
OF FUNDS: $86,433.75
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .145%
NAME: Edward B. Whitney
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 28,593
AMOUNT AND SOURCE
OF FUNDS: $83,005.58
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .13747%
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT D
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: George A. Wiegers
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 21,070*
AMOUNT AND SOURCE
OF FUNDS: $64,780.77
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .1013%
NAME: Richard C. Yancey
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,461
AMOUNT AND SOURCE
OF FUNDS: $6,643.18
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01183%
- --------------------
* Mr. Wiegers also holds 80,910 shares of Common Stock in his
individual capacity.
<PAGE>
SCHEDULE 13D
EXHIBIT E
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended, that the
annexed Statement on Schedule 13D and all amendments thereto
shall be filed on behalf of each of them.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
-----------------------------
Name: David W. Niemiec
Title: Vice Chairman
<PAGE>
YORKTOWN ENERGY PARTNERS, L.P.
By: DR Associates III, L.P.,
its General Partner
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ Bryan H. Lawrence
------------------------------
Managing Director
YORKTOWN ENERGY PARTNERS II, L.P.
By: Yorktown II Corp.,
its General Partner
By: /s/ Bryan H. Lawrence
------------------------------
Chairman
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
------------------------------
Managing Director
LEXINGTON PARTNERS IV, L.P.
By: DRMC Inc.,
its General Partner
By: /s/ David W. Niemiec
------------------------------
Chairman
<PAGE>
SCHEDULE 13D
EXHIBIT F
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints Dillon, Read & Co. Inc. ("Dillon
Read"), acting through any of its duly authorized officers, the
true and lawful agent and attorney-in-fact of the undersigned
with respect to all matters arising in connection with the under-
signed's accepting, holding and disposing of investment opportu-
nities that may be presented by Dillon Read to the undersigned
from time to time, including but not limited to (i) investments
in companies in which Concord Partners, a New York limited part-
nership, Concord Partners II, a Delaware limited partnership,
Saratoga Partners, a Delaware limited partnership, Saratoga Part-
ners II, a Delaware limited partnership, Yorktown Energy Part-
ners, a Delaware limited partnership, The Second Charterhouse
Buy-Out Fund, a Delaware limited partnership, France Capital
Developpement, a fund organized under the laws of France, or The
Sudimer Buy-Out Fund N.V., a Netherlands Antilles corporation, or
any similar investment fund is also an investor, and
(ii) investments directly in Dillon, Read Industrial Development
Capital Fund, a limited partnership established under the laws of
England, The Portugal Property Fund, a Netherlands Antilles cor-
poration, or any similar
<PAGE>
investment fund (each such investment being referred to herein
as an "Investment"). Such appointment shall become effective
with respect to any Investment upon written notification by the
undersigned to Dillon Read that the undersigned wishes to
accept such Investment. Without limiting the foregoing, Dillon
Read shall have full power and authority: (A) to execute and
deliver or otherwise make for and on behalf of the undersigned
in such form as Dillon Read may, from time to time, approve,
(i) a purchase agreement relating to each Investment, (ii) any
amendments to or waivers regarding any such purchase agreement,
and (iii) any other agreements or certificates in connection
with such Investment; (B) to vote or otherwise act with respect
to any securities acquired in an Investment in its sole discre-
tion; and (C) to dispose, on behalf of the undersigned, at any
time or from time to time, of all or any specified portion of
any Investment, without any prior notification to the under-
signed, and in connection therewith to execute and deliver or
otherwise make for or on behalf of the undersigned in such form
as Dillon Read may approve, and at such time and under such
circumstances as Dillon Read may decide, (i) a sales agreement
relating to such Investment, and (ii) any other agreements or
certificates in connection with the sale of such Investment; in
each case, unless and until the undersigned becomes the record
holder of such securities, and Dillon Read shall have the sole
and exclusive authority to determine when to transfer the
<PAGE>
record ownership of an Investment to the undersigned (in which
case this power of attorney (other than the next two succeeding
paragraphs) shall cease with respect to such Investment).
Dillon Read's approval of the form of any document or
certificate shall be conclusively evidenced by Dillon Read's exe-
cution thereof.
The undersigned hereby ratifies and confirms all that
said agent and attorney-in-fact may do by virtue hereof. The
undersigned also hereby ratifies, confirms and adopts all actions
taken prior to this date by Dillon Read on the undersigned's
behalf in connection with any Investment in which the undersigned
has participated and hereby irrevocably releases Dillon Read and
any of its affiliates from any present or future claims, losses
or liability in connection with the power of attorney granted
hereby, any Investment or any act or omission by Dillon Read in
connection therewith.
This appointment shall be irrevocable with respect to
any Investment once the purchase agreement for such Investment
has been executed and delivered on behalf of the undersigned pur-
suant hereto or otherwise.
<PAGE>
This power of attorney and any action taken hereunder
by Dillon Read shall not be affected by the subsequent dis-
ability, incompetence or death of the undersigned and any such
action shall be binding upon the heirs, executors, legal repre-
sentatives and assigns of the undersigned.
- ------------------------ -----------------------------
(Date) (Signature)
- ------------------------ -----------------------------
(Place of Execution) (Print Name)
<PAGE>
EXHIBIT G
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April
17, 1996, is by and among TRANSMONTAIGNE OIL COMPANY, a Delaware corporation
(the "Company"), and the entities listed on the signature pages hereof (the
"Institutional Investors").
WHEREAS, the Company and the Institutional Investors are parties to a
Stockholders Agreement dated as of May 10, 1995 (the "Stockholders Agreement")
that, among other things, provides for registration rights for certain
stockholders of the Company, including the Institutional Investors; and
WHEREAS, the parties wish to provide for registration rights for the
Institutional Investors in addition to the registration rights contained in the
Stockholders Agreement.
NOW, THEREFORE, in consideration of the aforesaid and the mutual promises
hereinafter made, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. The following terms, as used herein, have the
following meanings:
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Board" shall mean the Board of Directors of the Company.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York City, New York,
Boston, Massachusetts or Fayetteville, Arkansas are authorized or obligated by
law or executive order to close.
"Commission" means the Securities and Exchange Commission or any other
Federal agency from time to time administering the 1933 Act or the Exchange Act.
"Common Stock" means all of the shares of the Company's $.10 par value
Common Stock which may be issued and outstanding from time to time.
<PAGE>
"Common Stock Equivalent" means any other securities of any Person
convertible into or exchangeable or exercisable for Common Stock (whether at the
option of such Person or of the holder of such securities).
"Company" has the meaning set forth in the Introduction to this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"1933 Act" means the Securities Act of 1933, as amended.
"Person" means an individual, a corporation, a partnership, a joint
venture, a trust, an unincorporated organization or any other entity or
organization, including a government, a political subdivision or an agency or
instrumentality thereof.
"Registrable Securities" means any shares of Common Stock now owned or
hereafter acquired by an Institutional Investor and any shares of Common Stock
which may be issued or distributed in respect of such Common Stock by way of
concession, stock dividend or stock split or other distribution,
recapitalization or reclassification, but with respect to such shares of Common
Stock, only so long as such shares sold are "Restricted Securities." A share of
Common Stock shall be deemed to be a "Restricted Security" until such time as
such share (i) has been effectively registered under the 1933 Act pursuant to a
registration statement with respect to the sale of such share and disposed of in
accordance with such registration statement or (ii) has been distributed to the
public pursuant to Rule 144 (or any similar provision then in force) under the
1933 Act, (iii) it shall have been otherwise transferred, new certificates for
it not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of it shall not require registration
or qualification of it under the 1933 Act or any state securities or blue sky
law then in force, or (iv) it shall have ceased to be outstanding.
ARTICLE II
REGISTRATION AND RELATED RIGHTS
SECTION 2.1. Company Registration.
2.1.1 Right to Piggyback on Registration of Common Stock and Common Stock
Equivalents. Subject to Section 2.1.3, if at any time the Company proposes to
register any Common Stock under the 1933 Act in connection with the offering of
such Common Stock on any form other than Form S-4 or Form S-8 or any form
substituting therefor (except for a registration in connection with an exchange
offer of securities solely to existing securityholders of the Company) (a
"Piggyback Registration"), the Company shall each such time promptly give each
Institutional Investor prior written notice of such determination no later than
45 days prior to the proposed filing date of such registration statement. Any
Institutional Investor wishing to register all or any portion of the
Institutional Investor's Registrable Securities must give written notice to the
Company of intent to participate no less than 15 days after the receipt of such
notice. Upon receipt of such written request of any such Institutional Investor,
the Company will use its best efforts to effect the registration under the 1933
Act of all Registrable Securities which the Company has been so requested to
register by the Institutional Investors.
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Notwithstanding the fact that a Piggyback Registration requested pursuant
to this Section 2.1 involves an underwritten public offering, any Institutional
Investor holding Registrable Securities requesting to be included in such
registration may elect, in writing at least three Business Days prior to the
effective date of the registration statement filed in connection with such
registration, not to register such Registrable Securities in connection with
such registration.
2.1.2 Selection of Underwriters. If the Company in its sole discretion
decides a Piggyback Registration shall be underwritten, the Company shall have
sole discretion in the selection of any underwriter or underwriters to manage
such Piggyback Registration.
2.1.3 Priority on Piggyback Registrations. If the managing underwriter or
underwriters of a Piggyback Registration (or in the case of a Piggyback
Registration not being underwritten, holders of a majority of the Registrable
Securities being registered by the Institutional Investors) advise the Company
in writing that in its or their opinion the number of Registrable Securities
proposed to be sold in such Piggyback Registration exceeds the number which can
be sold, or adversely affects the price at which the Registrable Securities are
to be sold in such offering, the Company will include in such registration only
the number of Registrable Securities which, in the opinion of such underwriter
or underwriters (or the Institutional Investors, as the case may be) can be sold
in such offering without so affecting such price. The Registrable Securities so
included in such Piggyback Registration shall be apportioned (i) first, to any
shares of Common Stock that the Company proposes to sell, (ii) second, pro rata
among any shares of Common Stock that any Institutional Investors propose to
sell, and (iii) third, pro rata among other shares of Common Stock included in
such Piggyback Registration, in each case according to the total number of
shares of Common Stock requested for inclusion by said selling securityholders,
or in such other proportions as shall mutually be agreed to among such selling
securityholders.
SECTION 2.2. Demand Registration Rights.
2.2.1 Right to Demand. If, at any time after the later of (i) the date on
which the Common Stock is registered under the Exchange Act following a public
offering of Common Stock or (ii) December 1, 1997, any one or more of the
Institutional Investors holding Registrable Securities representing ten percent
(10%) or more in aggregate of the Common Stock (assuming conversion or exercise
of all Common Stock Equivalents into Registrable Securities at the then
conversion price or exercise price) makes a written request (the "Request
Notice") to the Company for registration with the Commission under and in
accordance with the provisions of the 1933 Act of all or part of the Registrable
Securities then owned by such Institutional Investor or Institutional Investors
then owning Registrable Securities (a "Demand Registration"), the Company shall
thereupon, as expeditiously as possible, use its best efforts to file a
registration statement with the Commission and have the registration statement
declared effective by the Commission; provided, however, that the number of
Registrable Securities as to which such request is made shall represent not less
than five percent of the outstanding Common Stock and Common Stock Equivalents.
Within 10 days after receipt of such request, the Company will serve written
notice (the "Notice") of such registration request to all Institutional
Investors who hold Registrable Securities, and the Company will include in such
registration all Registrable Securities of such Institutional Investors with
respect to which the Company has received written requests for inclusion therein
(also "Request Notices") within 20 days after the giving of the Notice. All
Institutional Investors requesting registration of their Registrable Securities
pursuant to this Section 2.2.1 will specify the aggregate number of
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Registrable Securities to be registered and will also specify the intended
methods of disposition thereof. Each Institutional Investor shall be entitled so
to request or participate in a request for four Demand Registrations (the last
of which shall be a shelf registration to be effective for not less than 180
days (the "Shelf Registration")) filed with and declared effective by the
Commission, the expenses of which shall be borne by the Company in accordance
with this Agreement, and no more than one Demand Registration may be requested
in any 12 month period; provided, however, that if, following the effective date
of any registration statement filed pursuant to a Demand Registration, any
Institutional Investor included in a Demand Registration pursuant to this
Section 2.2.1 elects, by giving written notice to the Company not later than 90
days after such effective date, not to dispose of its Registrable Securities
because of a material adverse change in the business, condition (financial or
otherwise), assets or prospects of the Company and its subsidiaries, taken as a
whole, or a material adverse event with respect to the Company and its
subsidiaries, taken as a whole, not disclosed in the final prospectus for the
Demand Registration, then such Demand Registration shall not count as one of the
Demand Registrations permitted hereunder unless Registrable Securities
representing five percent or more of the Common Stock, including Common Stock
Equivalents, are sold pursuant to such Demand Registration within 90 days of the
effective date of the registration statement and prior to the occurrence of such
material adverse event.
If at the time of any Request Notice (i) the Company is engaged in a
registered public offering as to which the Institutional Investors had the right
to include their Registrable Securities as a Piggyback Registration or which was
made on Form S-4, (ii) the Company is engaged in any other activity outside of
the ordinary course of business, such as a merger, consolidation,
recapitalization or acquisition which, in the good faith judgment of the Board,
would be materially and adversely affected by the requested registration, or
(iii) the Board makes a good faith determination that the public disclosures
required to be made in the requested registration statement would have a
material and adverse impact on the business, financial condition or prospects of
the Company, the Company may at its option direct that such request be delayed
for a period of not more than ninety (90) days, which right to delay may be
exercised by the Company only one time for each Demand Registration for all
Institutional Investors.
The Company shall have the same rights to Piggyback Registration on a
Demand Registration as an Institutional Investor would have in a Piggyback
Registration permitted under Section 2.1 hereof.
2.2.2 Selection of Underwriters. If a requested registration pursuant to
this Section 2.2 involves either a firm or best efforts underwritten offering,
the Institutional Investor(s) initially giving a Request Notice with respect to
a proposed Demand Registration pursuant to this Section 2.2 shall have sole
discretion to select any underwriter or underwriters to manage such Demand
Registration under this Section 2.2.
2.2.3 Effective Registration Statement. A registration requested pursuant
to this Section 2.2 will not be deemed to have been effected unless it has
become effective; provided, that if, within 75 days after it has become
effective (135 days in the case of the Shelf Registration), the offering of
Registrable Securities pursuant to such registration is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected. Notwithstanding the preceding sentence, if any such stop order is
rescinded, the effective period
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<PAGE>
shall continue upon such rescission and be extended by the number of days
by which such stop order reduced the effective period.
2.2.4 Priority on Demand Registrations. If the managing underwriter or
underwriters of a Demand Registration advise the Company in writing that in its
or their opinion the number of Registrable Securities proposed to be sold in
such Demand Registration exceeds the number which can be sold, or adversely
affects the price at which the Registrable Securities are to be sold, in such
offering, the Company will include in such registration only the number of
Registrable Securities which, in the opinion of such underwriter or underwriters
(or the Institutional Investors, as the case may be), can be sold in such
offering without so affecting such price. The Registrable Securities so included
in such Demand Registration shall be apportioned (i) first, pro rata among the
Registrable Securities of the Institutional Investors who have made requests to
be included in such Demand Registration and (ii) second, pro rata among other
shares of Common Stock included in such Demand Registration, including any
shares proposed to be sold by the Company in such Registration.
2.2.5 Additional Rights. If the Company at any time grants to any other
holders of Common Stock or Common Stock Equivalents any rights to request the
Company to effect the registration under the 1933 Act of any such shares of
Common Stock on terms more favorable to such holders than the terms set forth in
this Agreement, the terms of this Agreement shall be deemed amended or
supplemented to the extent necessary to provide the Institutional Investors with
the same more favorable terms. The Company shall not grant any other person
rights to register securities of the Company on terms which could restrict in
any way the ability of the Company fully to perform its obligations to the
Institutional Investors pursuant to this Agreement.
SECTION 2.3. Registration Procedures. It shall be a condition precedent to
the obligations of the Company and any underwriter or underwriters to take any
action pursuant to this Article IV that the Institutional Investors requesting
inclusion in any Piggyback Registration or Demand Registration (a
"Registration") shall furnish to the Company such information regarding them,
the Registrable Securities held by them, the intended method of disposition of
such Registrable Securities, and such agreements regarding indemnification,
disposition of such securities and the other matters referred to in this Article
IV as the Company shall reasonably request and as shall be required in
connection with the action to be taken by the Company. With respect to any
Registration which includes Registrable Securities held by an Institutional
Investor, the Company will, subject to Sections 2.1 and 2.2:
2.3.1 Prepare and file with the Commission a registration statement on the
appropriate form prescribed by the Commission within 60 days after the end of
the period within which requests for registration may be given to the Company,
file with the Commission any necessary amendments to the registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective; provided, however, that at
least five business days before filing a registration statement or prospectus or
any amendments or supplements thereto, including documents incorporated by
reference after the initial filing of the registration statement, the Company
will furnish to the holders of the Registrable Securities covered by such
registration statement and the underwriter or underwriters, if any, copies of or
drafts of all such documents proposed to be filed, which documents will be
subject to the reasonable review of such holders and underwriters, if any, and
the Company will not file any registration statement or amendment thereto or any
prospectus or
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<PAGE>
any supplement thereto or any documents required to be incorporated by
reference therein to which holders of a majority of the Registrable Securities
covered by such registration statement or the underwriters, if any, shall
reasonably object;
2.3.2 Prepare and file with the Commission such amendments and
post-effective amendments to such registration statement and any documents
required to be incorporated by reference therein as may be necessary to keep the
registration statement effective for a period of time as necessary to complete
the offering which period shall be not less than 90 days (or 180 days in the
case of the Shelf Registration) (or such shorter period which will terminate
when all Registrable Securities covered by such registration statement have been
sold or withdrawn, but not prior to the expiration of the time period referred
to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable);
cause the prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act (or
any successor rule); and comply with the provisions of the 1933 Act applicable
to it with respect to the disposition of all Registrable Securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;
2.3.3 Furnish to such Institutional Investor, without charge, at least one
conformed copy of the registration statement and any post-effective amendment
thereto, upon request, and such number of copies of the prospectus (including
each preliminary prospectus) and any amendments or supplements thereto, and any
exhibits or documents incorporated by reference therein as the Institutional
Investor or underwriter or underwriters, if any, may request in order to
facilitate the disposition of the securities being sold by the Institutional
Investor (it being understood that the Company consents to the use of the
prospectus and any amendment or supplement thereto by the Institutional Investor
covered by the registration statement and the underwriter or underwriters, if
any, in connection with the offering and sale of the securities covered by the
prospectus or any amendments or supplements thereto);
2.3.4 Immediately notify such Institutional Investor, at any time when a
prospectus relating thereto is required to be delivered under the 1933 Act, when
the Company becomes aware of the happening of any event as a result of which the
prospectus included in such registration statement (as then in effect) contains
any untrue statement of material fact or omits to state a material fact
necessary to make the statements therein (in the case of the prospectus or any
preliminary prospectus, in light of the circumstances under which they were
made) not misleading and, as promptly as practicable thereafter, prepare and
file with the Commission and furnish a supplement or amendment to such
prospectus so that, as thereafter delivered to the Institutional Investors (a
reasonable number of such amended and supplemented prospectuses having been
delivered to the Institutional Investors), such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading;
2.3.5 Use its best efforts to cause all securities included in such
registration statement to be listed, by the date of the first sale of securities
pursuant to such registration statement, on each national securities exchange or
market on which the Common Stock is then listed or proposed to be listed by the
Company, if any;
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2.3.6 Make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the registration statement at the earliest
possible moment;
2.3.7 Subject to the time limitations specified in paragraph (b) above, if
requested by the managing underwriter or underwriters or such Institutional
Investor, promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters of the
Institutional Investor reasonably requests to be included therein, including,
without limitation, with respect to the number of shares being sold by the
Institutional Investor to such underwriter or underwriters, the purchase price
being paid therefor by such underwriter or underwriters and with respect to any
term of the underwritten offering of the securities to be sold in such offering;
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment;
2.3.8 As promptly as practicable after filing with the Commission of any
document which is incorporated by reference into a registration statement,
deliver a reasonable number of copies of such document to such Institutional
Investor;
2.3.9 Prior to the date on which the registration statement is declared
effective, use its best efforts to register or qualify, and cooperate with such
Institutional Investor, the underwriter or underwriters, if any, and their
counsel in connection with the registration or qualification of, the securities
covered by the registration statement for offer and sale under the securities or
blue sky laws of each state and other jurisdiction of the United States as such
Institutional Investor or managing underwriter or underwriters, if any, requests
in writing, to use its best efforts to keep each such registration or
qualification effective, including through new filings, or amendments or
renewals, during the period such registration statement is required to be kept
effective and to do any and all other acts or things necessary or advisable to
enable the disposition in all such jurisdictions of the Registrable Securities
covered by the applicable registration statement; provided, however, that the
Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process in any such jurisdiction where it is
not then so subject;
2.3.10 Enter into such customary agreements (including an underwriting
agreement in customary form) and take such other actions customarily taken by
registrants as sellers of a majority of such Registrable Securities or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;
2.3.11 Obtain a "cold comfort" letter or letters from the Company's
independent public accountants in customary form and covering matters of the
type customarily covered by "cold comfort" letters as the underwriters, if any,
shall reasonably request;
2.3.12 Make available for inspection by any Institutional Investor holding
Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant to such
registration statement and by any attorney, accountant or other agent retained
by any such seller or any such underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees to supply all information
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<PAGE>
reasonably requested by any such seller, underwriter, attorney, accountant
or agent in connection with such registration statement;
2.3.13 Cooperate with such Institutional Investor and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends) representing
securities to be sold under the registration statement, and enable such
securities to be in such denominations and registered in such names as the
Institutional Investor or the managing underwriter or underwriters, if any, may
request; and
2.3.14 Use its best efforts to cause the securities covered by the
registration statement to be registered with or approved by such other
governmental agencies or authorities within the United States, including,
without limitation, the National Association of Securities Dealers, Inc., as may
be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities.
The Institutional Investors, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 2.3.4, will
forthwith discontinue disposition of the securities until the Institutional
Investors' receipt of the copies of the supplemented or amended prospectus
contemplated by this Section 2.3.4 or until they are advised in writing (the
"Advice") by the Company that the use of the prospectus may be resumed, and have
received copies of any additional or supplemental filings which are incorporated
by reference in the prospectus, and, if so directed by the Company, each
Institutional Investor will, or will request the managing underwriter or
underwriters, if any, to, deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Institutional Investor's
possession, of the prospectus covering such securities which is current at the
time of receipt of such notice. In the event the Company shall give any such
notice, the time periods mentioned in Section 2.3.4 shall be extended by the
number of days during the period from and including any date of the giving of
such notice to and including the date when each seller of securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 2.3.4 hereof or the Advice.
In connection with any Registration, the Company shall be required to
retain an independent outside counsel that is sophisticated in securities law
matters and that is reasonably satisfactory to a majority of those Institutional
Investors that have shares of Common Stock included in such Registration.
2.4. Registration Expenses. In the case of any Registration, the Company
shall bear all of the costs and expenses of such Registration (including,
without limitation, the expenses of preparing any registration statement,
Commission and state "blue sky" filings, registration and qualification fees,
the cost of providing any legal opinion or "cold comfort" letters requested by
the Institutional Investors, and printing costs); legal fees or expenses of one
counsel selected by the Institutional Investors (such counsel being subject to
the reasonable approval of the Company) for the Institutional Investors,
provided, however, that the Company shall not be responsible for registration or
qualification fees or underwriter's discounts or commissions that are
attributable to the Registrable Securities of an Institutional Investor.
SECTION 2.5. Indemnification and Contribution.
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2.5.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Institutional Investor, its officers, directors and agents
and each Person who controls (within the meaning of the 1933 Act and the
Exchange Act) such Institutional Investor, including, without limitation, any
general partner or manager of any thereof, against all losses,claims, damages,
liabilities and expenses arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus in which such Institutional Investor is
participating or in any document incorporated by reference therein or any
omission or alleged omission to state therein a material fact necessary to make
the statement therein (in the case of the prospectus or any preliminary
prospectus, in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by, based upon or contained in
any information with respect to such Institutional Investor furnished in writing
to the Company by such Institutional Investor expressly for use therein;
provided, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Institutional
Investor from whom the Person asserting such loss, claim, damage or liability
purchased the securities if it is determined that it was the responsibility of
such Institutional Investor to provide such Person with a current copy of the
prospectus and such current copy of the prospectus would have cured such loss,
claim, damage or liability. The Company will also indemnify underwriters (as
such term is defined in the 1933 Act), their officers and directors and each
Person who controls such persons (within the meaning of the 1933 Act) to the
same extent as provided above with respect to the indemnification of the
Institutional Investors.
2.5.2 Indemnification by the Institutional Investors. In connection with
any Registration in which an Institutional Investor is participating, such
Institutional Investor will furnish to the Company in writing such information
and affidavits with respect to such Institutional Investor as the Company
reasonably requests for use in connection with any registration statement or
prospectus and agrees to indemnify and hold harmless the Company, its directors,
officers and agents and each Person who controls (within the meaning of the 1933
Act and the Exchange Act) the Company against any losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue statement of a
material fact or any omission to state a material fact necessary to make the
statements in the registration statement or prospectus or preliminary prospectus
(in the case of the prospectus or preliminary prospectus, in light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information or affidavit such Institutional Investor furnished in writing to the
Company by such Institutional Investor expressly for use therein; provided,
however, that the amount recoverable by the Company from an Institutional
Investor under this indemnification provision shall not exceed the amount of net
proceeds received by the Institutional Investor from the sale of Registrable
Securities hereunder; and provided, further, that the indemnity agreement
contained in this Section 2.5.2 shall not apply to amounts paid in settlement of
any loss, claim, damage, liability or action arising pursuant to a registration
under Article IV if such settlement is effected without the consent of the
Institutional Investor (which consent shall not be unreasonably withheld). Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any of the prospective sellers, or any of
their respective Affiliates, directors, officers or controlling Persons and
shall survive the transfer of such securities by such seller.
2.5.3 Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any
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claim with respect to which it seeks indemnification and (ii) unless in
such indemnified party's reasonable judgment a conflict of interest may exist
between such indemnified and indemnifying party, permit the indemnifying party
to assume the defense of such claim, jointly with any other indemnifying party
similarly notified to the extent it may elect, with counsel reasonably
satisfactory to the indemnified party. The failure to so notify the indemnifying
party shall relieve the indemnifying party from any liability hereunder with
respect to the action to the extent that such failure materially prejudices the
indemnifying party; provided, however, that any such failure shall not relieve
the indemnifying party from any other liability which it may have to any other
party. Whether or not such defense is assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the reasonable fees and expenses of such additional counsel or counsels.
2.5.4 Contribution. If for any reason the indemnification provided for in
the preceding Sections 2.5.1 and 2.5.2 is unavailable to an indemnified party as
contemplated by the preceding Sections 2.5.1 and 2.5.2 for any reason, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the indemnified party and the indemnifying party, but also the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations. Notwithstanding the foregoing, if the
indemnifying party is an Institutional Investor, any contribution pursuant to
this Section 2.5.4 shall be several and not joint, and shall be limited to the
amount of net proceeds received by such Institutional Investor from the sale of
Registrable Securities hereunder.
2.5.5 Other Indemnification. Indemnification similar to that specified in
the preceding subdivisions of this Section 2.5 (with appropriate modifications)
shall be given by the Company and each seller of Registrable Securities with
respect to any required registration or other qualification of securities under
any federal or state law or regulation or governmental authority other than the
1933 Act.
SECTION 2.6. Exchange Act Reports. The Company agrees that at all times
after it has filed a registration statement pursuant to the requirements of the
1933 Act relating to any class of equity securities of the Company, it will use
its best efforts to file in a timely manner all reports required to be filed by
it pursuant to the Exchange Act to the extent the Company is required to file
such reports. Upon request of an Institutional Investor, the Company will
furnish the requesting Institutional Investor with such information as may be
necessary to enable such Institutional Investor to effect sales pursuant to Rule
144A. Notwithstanding the foregoing, the Company may deregister any class of its
equity securities under Section 12 of the Exchange Act or suspend its duty to
file reports with respect to any class
-10-
<PAGE>
of its securities pursuant to Section 15(d) of the Exchange Act if it is
then permitted to do so pursuant to the Exchange Act and rules and regulations
thereunder.
SECTION 2.7. Restrictions on Public Sale by Holder of Securities.
2.7.1 To the extent not inconsistent with applicable law, any Institutional
Investor whose Registrable Securities are included in a Registration agrees not
to effect any public sale or distribution of the issue being registered or a
similar security of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, including a public sale
pursuant to Rule 144 under the 1933 Act, during the 14 days prior to, and during
the 180- day period beginning on, the effective date of such registration
statement (except as part of such Registration), but only in an underwritten
public offering and only if and to the extent requested by the managing
underwriter or underwriters.
2.7.2 Each Institutional Investor agrees that, in the event the Company
files a registration statement under the 1933 Act with respect to an
underwritten public offering of any shares of Common Stock or Common Stock
Equivalent, such Institutional Investor will not effect any public sale or
distribution of any Common Stock owned by it (other than as part of such
underwritten public offering) within 7 days prior to, and during the 180-day
period beginning on, the effective date of such registration statement and the
Company hereby also so agrees and agrees to use its best efforts to cause, as
the managing underwriters may require, each other holder of any equity security,
or of any security convertible into or exchangeable or exercisable for any
equity security, of the Company purchased from the Company (at any time other
than in a public offering) to so agree.
SECTION 2.8. Participation in Registrations. No Institutional Investor may
participate in any Registration hereunder unless such Institutional Investor (a)
agrees to sell the Institutional Investor's securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements, and (b) completes and executes all questionnaires,
powers of attorney, underwriting agreements and other documents customarily
required under the terms of such underwriting arrangements.
SECTION 2.9. Remedies. Each Institutional Investor shall have the right and
remedy to have the provisions of Sections 2.1 and 2.2 specifically enforced by
any court having jurisdiction in the event that the Company breaches such
provisions, and the Company shall reimburse such Institutional Investor for the
reasonable costs of the expenses for counsel for such Institutional Investor
incurred in connection with such proceeding.
SECTION 2.10. Other Registration Rights. The Company will not grant any
Person any demand or piggyback registration rights with respect to the Common
Stock of the Company, including Common Stock Equivalents, except that the
Company may grant piggyback registration rights ("new rights") that (i) are not
in conflict or inconsistent with, or grant rights more favorable than, the
rights of the Institutional Investors set forth in this Agreement, (ii) do not
entitle such Person to be included in any Registration, and (iii) provide that
the Institutional Investors have a piggyback right upon the exercise of such new
rights and shall be included in such registration statement on an equal basis
with the shares being registered pursuant to the exercise of the new rights.
-11-
<PAGE>
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including telex, facsimile or similar
writing) and shall be given to such party at its address or telex or facsimile
number set forth on the signature pages hereof or such other address or telex or
facsimile number as such party may hereafter specify in writing to the Secretary
of the Company for the purpose by notice to the party sending such
communication. Each such notice, request or other communication shall be
effective (i) if given by telex or facsimile, when such message is transmitted
to the number set forth on such signature pages or such other number as a party
may specify in writing to the Secretary of the Company or (ii) if given by any
other means, the earlier of, (x) when delivered by hand to the address set forth
on such signature pages or such other address as a party may specify in writing
to the Secretary of the Company or (y) five business days after the mailing of
such notice by certified mail. If more than one Institutional Investor specified
the same address for such notices, then a single notice to such address shall be
deemed to be notice to all Institutional Investors at that address.
SECTION 3.2 Binding Effect; Benefits. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended or shall be construed to give any person other than the parties to
this Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein. This Agreement constitutes the entire agreement and
understanding, and supersedes and terminates all prior agreements and
understandings, both oral and written, between the parties hereto relating to
the subject matter hereof.
SECTION 3.3 Waiver. Any party hereto may, without binding any other party,
by written notice to another party (a) extend the time for the performance of
any of the obligations or other actions of such other party under this
Agreement; (b) waive compliance with any of the conditions or covenants of such
other party contained in this Agreement; and (c) waive or modify performance of
any of the obligations of such other party under this Agreement. Except as
provided in the preceding sentence, no action taken pursuant to this Agreement,
including, without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained herein. Neither the waiver by any party hereto of a breach of any
provision hereof or any preceding or succeeding breach nor the failure by any
party to exercise any right or privilege hereunder shall be deemed a waiver of
such party's rights or privileges hereunder nor shall it be deemed a waiver of
such party's rights to exercise the same at any subsequent time or times
hereunder.
SECTION 3.4 Amendment. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Company and by
Institutional Investors owning two thirds or more of the Common Stock held by
the Institutional Investors at the time of such amendment.
-12-
<PAGE>
SECTION 3.5 Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or any Institutional Investor.
SECTION 3.6 Limited Liability of Partners. Notwithstanding any other
provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of any Institutional Investor
shall have any personal liability for performance of any obligation of such
Institutional Investor under this Agreement in excess of the respective capital
contribution of such general partner and limited partners to such Institutional
Investor.
SECTION 3.7 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 3.8 Pronouns. Whenever the context may require any pronoun used
herein shall include the corresponding masculine, feminine or neuter forms.
SECTION 3.9 Attorneys Fees. In the event of a dispute concerning the
provisions of this Agreement which results in litigation, arbitration or other
dispute resolution proceedings the parties agree that the legal fees and other
expenses of the prevailing party shall be borne by the other, non-prevailing
parties to the dispute.
SECTION 3.10 Section and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
SECTION 3.11 Counterparts. This Agreement may be executed in any number of
counterparts or separate number of counterparts, each of which shall be deemed
to be an original and all of which together shall be deemed to be one and the
same instrument.
-13-
<PAGE>
IN WITNESS WHEREOF, the Company and each Institutional Investor have
executed this Agreement as of the day and year first above written.
TRANSMONTAIGNE OIL COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
Harold R. Logan, Jr.
Executive Vice President/Finance
P.O. Box 5660
Denver, CO 80127
Telephone No.: 303/595-3331
Facsimile No.: 303/595-0480
YORKTOWN INVESTORS:
YORKTOWN ENERGY PARTNERS, L.P.
By: DR ASSOCIATES III, L.P.
its General Partner
By: DILLON, READ & CO. INC.
its General Partner
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: Bryan H. Lawrence
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
YORKTOWN ENERGY PARTNERS II, L.P.
By: DR ASSOCIATES III, L.P.
its General Partner
By: DILLON, READ & CO. INC.
its General Partner
-14-
<PAGE>
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: Bryan H. Lawrence
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-15-
<PAGE>
LEXINGTON PARTNERS III, L.P.
By: DILLON, READ & CO. INC.
its General Partner
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
LEXINGTON PARTNERS IV, L.P.
By: DRMC, INC.
its General Partner
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-16-
<PAGE>
DILLON, READ & CO. INC. as Nominee
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
DILLON, READ & CO. INC. as Agent
By:-----------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-17-
<PAGE>
WATERWAGON & CO., Nominee for
Merrill Lynch Growth Fund for
Investment and Retirement
By:-----------------------------------
Notices:
c/o Merrill Lynch Asset Management
Attn: Stephen Johnes
Equity Fund Management
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Telephone No.: (609) 282-2611
Facsimile No.: (609) 282-1471
-18-
<PAGE>
MASSMUTUAL INVESTORS:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
THE FOLLOWING IS THE SIGNATURE LINE
AND LEGEND FOR MASSMUTUAL CORPORATE
INVESTORS:
MASSMUTUAL CORPORATE INVESTORS
By:-----------------------------------
Its:----------------------------------
The foregoing is executed on behalf of
MassMutual Corporate Investors,
organized under a Declaration of Trust,
dated September 13, 1985, as amended
from time to time. The obligations of
such Trust are not personally binding
upon, nor shall resort be had to the
property of, any of the Trustees,
shareholders, officers, employees or
agents of such Trust, but the trust's
property only shall be bound.
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
-19-
<PAGE>
THE FOLLOWING IS THE SIGNATURE LINE
AND LEGEND FOR MASSMUTUAL PARTICIPATION
INVESTORS:
MASSMUTUAL PARTICIPATION INVESTORS
By:------------------------------
Its:-----------------------------
The foregoing is executed on behalf of
MassMutual Participation Investors,
organized under a Declaration of Trust,
dated April 7, 1988, as amended from
time to time. The obligations of such
Trust are not personally binding upon,
nor shall resort be had to the property
of, any of the Trustees, shareholders,
officers, employees or agents of such
Trust, but the trust's property only
shall be bound.
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
-20-
<PAGE>
MASSMUTUAL CORPORATE VALUE PARTNERS
LIMITED, A Grand Cayman Island
Corporation
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
Its Investment Manager
By:-----------------------------------
Its:----------------------------------
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
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<PAGE>
FIRST RESERVE INVESTORS:
FIRST RESERVE SECURED ENERGY ASSETS
FUND, LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:-----------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
FIRST RESERVE FUND VI, LIMITED
PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:-----------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
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<PAGE>
FIRST RESERVE FUND V-II, LIMITED
PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:-----------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
FIRST RESERVE FUND V, LIMITED
PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:-----------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
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<PAGE>
TRAVELERS INVESTORS:
THE TRAVELERS INSURANCE COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
THE TRAVELERS INDEMNITY COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
THE TRAVELERS LIFE AND ANNUITY COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
-24-
<PAGE>
THE PHOENIX INSURANCE COMPANY
By:-----------------------------------
Its:----------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
-25-
<PAGE>
EXHIBIT H
TO: TransMontaigne Oil Company
DATE: April 30, 1996
RE: MERGER OF TRANSMONTAIGNE OIL COMPANY
INTO SHEFFIELD EXPLORATION COMPANY, INC.
- ----------------------------------------------------------------
We hold more than one percent of the outstanding stock of
TransMontaigne Oil Company ("TransMontaigne"). In the merger of
TransMontaigne into Sheffield Exploration Company, Inc.
("Sheffield"), we will receive stock of Sheffield (the "Sheffield
Stock"). We hereby make the following representations to
TransMontaigne with respect to the Sheffield Stock that we will
receive in the merger:
1. We do not have now, and will not have at the effective time
of the merger, any plan, intention or arrangement to sell,
exchange or otherwise dispose of the Sheffield Stock
received in the merger, except that with respect to possible
sales by Dillon Read Officers, which would be less than 20%
of such Sheffield Stock. For this purpose, "sell, exchange
or otherwise dispose" includes an "Economic Disposition" as
defined below.
2. There is nothing that would prevent us from holding indefi-
nitely or distributing to Limited Partners the Sheffield
Stock received in the merger.
3. We understand that an "Economic Disposition" is any transac-
tion or arrangement that results in a significant reduction
in the economic benefits, or the economic burdens, of owning
the Sheffield Stock (such as may result from an equity swap
transaction, a notional principal contract, option transac-
tions or similar arrangements).
We understand that you are relying on these representations in
connection with the qualification of the merger transaction with
Sheffield as a non-taxable reorganization for federal income tax
purposes.
ON BEHALF OF Yorktown Energy Partners, L.P.; Lexington Partners
III, L.P.; Lexington Partners IV, L.P.; Dillon, Read & Co. Inc.
as Nominee; Dillon, Read & Co. Inc., as Agent; and Yorktown
Energy Partners II, L.P.:
By: /s/ Bryan H. Lawrence
----------------------
Date: 4/29/96
--------------------
