SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TRANSMONTAIGNE OIL COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
893934 10 9
(CUSIP Number)
Nick Nimmo
Holme Roberts & Owen LLC
1700 Lincoln, Suite 4100
Denver, Colorado 80203
(303) 861-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 1996
(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).
CUSIP No. 893934 10 9 13D Page 2 of 5
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cortlandt S. Dietler, S.S.# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,900,540
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,900,540
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,900,540
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the Schedule 13D) relates to
the Common Stock (the "Common Stock"), par value $.01 per
share, of TransMontaigne Oil Company (formerly Sheffield
Exploration Company, Inc.), a Delaware corporation
("TransMontaigne" or "the Company"). The principal offices of
TransMontaigne are at 370 Seventeenth Street, Suite 900,
Denver, Colorado 80202.
Item 2. Identity and Background.
(a) Cortlandt S. Dietler, a natural person
(b) 370 Seventeenth Street, Suite 900
Denver, Colorado 80202
(c) Mr. Dieter is the President and Chief Executive Officer
of TransMontaigne.
(d) Mr. Dieter has never been convicted in a criminal
proceeding.
(e) Mr. Dietler is not currently and has never been subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Dietler is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
On June 4, 1996, TransMontaigne Oil Company ("Old
TransMontaigne") merged (the "Merger") into Sheffield
Exploration Company, Inc. ("Sheffield"), pursuant to a
Restated Agreement and Plan of Merger dated as of February
6, 1996 between Sheffield and Old TransMontaigne (the "Merger
Agreement"). Sheffield, which was the surviving corporation,
changed its name to TransMontaigne Oil Company. Pursuant to
the Merger Agreement, at the effective time of the Merger
each share of common stock of Old TransMontaigne ("Old Common
Stock") was converted into one share of Common Stock.
Prior to the Merger, Mr. Dietler beneficially owned 1,850,540
shares of Old Common Stock (the "Old TransMontaigne Shares").
Following the Merger, Mr. Dietler beneficially owned
1,850,540 shares of Common Stock.
The source of consideration used by Mr. Dietler in acquiring
the 1,850,540 shares of Common Stock reported as
beneficially owned in Item 5 hereof was 1,850,540 Old
TransMontaigne Shares.
Item 4. Purpose of Transaction.
Mr. Dietler acquired the shares of Common Stock disclosed in
Item 5 of this Schedule 13D in order to continue his
substantial investment position in the entity surviving the
Merger. Mr. Dietler intends to participate in and influence
the affairs of the Company through the exercise of his
voting rights with respect to the New TransMontaigne Shares
he owns.
Except as described above, at the present time Mr. Dietler
does not have any plan or proposal that would relate to any
transaction, change or event specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest in Securities of the Issuer.
(a) As of June 4, 1996, Mr. Dietler beneficially owned
1,850,540 shares of outstanding Common Stock and options to
acquire 50,000 currently unissued shares of Common Stock,
for a total of 1,900,540 shares, constituting approximately
9.1% of the 20,799,133 shares of Common Stock outstanding as
of June 4, 1996.
(b) Mr. Dietler has the sole power to vote and sole power
to dispose of all shares of Common Stock he holds.
(c) Not applicable.
(d) To the best knowledge of Mr. Dietler, no person has
the right to receive, or the power to direct the receipt of
dividends from, or the power to direct the receipt of
proceeds of the sale of the shares of Common Stock owned by
him.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understanding with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
6/12/96
Date
/s/ Cortlandt S. Dietler
Signature
Cortlandt S. Dietler
Name/Title
