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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 18, 1996
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TRANSMONTAIGNE OIL COMPANY
Commission file number 1-11763
A Delaware Corporation IRS Employer No. 06-1052062
370 Seventeenth Street
Suite 2750
Denver, CO 80202
Telephone Number (303) 626-8200
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Item 2. Acquisition or Disposition of Assets
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On December 20, 1996, the Registrant acquired the Grasslands
natural gas gathering, processing, treating and fractionation system
from Koch Hydrocarbon Company for approximately $71,000,000
in cash, pursuant to the Agreement for Sale of McKenzie Gas
Processing Plant and Grasslands Gas Gathering System dated as of
October 31, 1996, between the Registrant's wholly-owned subsidiary
Bear Paw Energy, Inc. and Koch Hydrocarbon Company. The
Registrant intends to continue the prior use of the assets acquired.
Substantially the same information required by this Form 8-K
concerning the acquisition was previously reported in the Registrant's
Form S-2 Registration Statement dated December 24, 1996, which is
incorporated by reference as Exhibit 99.1 to this Current Report. The
Agreement for Sale was previously filed as Exhibit 10.7 to the
Registrant's Form S-2 Registration Statement dated December 24, 1996,
and is incorporated by reference as Exhibit 2.1 to this Current
Report.
Item 5. Other Events
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The Registrant entered into a Credit Agreement dated December 18,
1996 between TransMontaigne Oil Company and The First National
Bank of Boston, Agent, which Agreement was previously filed as
Exhibit 10.8 to the Registrant's Form S-2 Registration Statement
dated December 24, 1996, and which is incorporated by reference as
Exhibit 10.1 to this Current Report.
Item 7. Financial Statements and Exhibits
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a. Financial Statements of Business Acquired
The financial statements of the business acquired are
incorporated by reference from the Registrant's Form S-2
Registration Statement dated December 24, 1996, which is
incorporated by reference as Exhibit 99.1 to this Current Report.
b. Pro Forma Financial Information
The required pro forma financial information is incorporated by
reference from the Registrant's Form S-2 Registration Statement
dated December 24, 1996, which is incorporated by reference
as Exhibit 99.1 to this Current Report.
c. Exhibits
Exhibit No. Description
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2.1 Agreement for Sale of McKenzie Gas Processing
Plant and Grasslands Gas Gathering System dated as
of October 31, 1996 between Bear Paw Energy, Inc.
and Koch Hydrocarbon Company, incorporated by
reference from Exhibit 10.7 to the Registrant's
Form S-2 Registration Statement dated December 24,
1996.
10.1 Credit Agreement between TransMontaigne Oil
Company and The First National Bank of Boston,
Agent, dated December 18, 1996, incorporated by
reference from Exhibit 10.8 to Registrant's Form
S-2 Registration Statement dated December 24,
1996.
23.1 Consent of KPMG Peat Marwick LLP. FILED HEREWITH
99.1 Registrant's Form S-2 Registration Statement dated
December 24, 1996 (incorporated by reference from
the Registrant's Form S-2 Registration Statement
dated December 24, 1996 (SEC File No. 333-18795)
filed with the Securities and Exchange Commission
on December 24, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 3, 1996 TRANSMONTAIGNE OIL COMPANY
By:/s/Harold R. Logan, Jr.
Harold R. Logan, Jr.
Executive Vice President/Finance
Exhibit 23.1
Consent of Independent Auditors
To the Board of Directors and Stockholders
TransMontaigne Oil Company:
We consent to incorporation by reference in the registration statements
(Nos. 333-04405 and 333-15055) on Form S-8 of our report dated December 4,
1996, relating to the historical summaries of revenue and direct operating
expenses of a natural gas gathering, processing, treating and fractionation
system (the Grasslands Facilities) of Koch Industries, Inc. acquired by
TransMontaigne Oil Company for the nine months ended September 30, 1996 and
the years ended December 31, 1995 and 1994, which report appears in the Form
8-K of TransMontaigne Oil Company dated January 3, 1997.
KPMG Peat Marwick LLP
Denver, Colorado
January 3, 1997
