UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRANSMONTAIGNE OIL COMPANY
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
893934109
- -------------------------------------------------------------------------------
(CUSIP Number)
Peter A. Leidel, Yorktown Company LLC
- -------------------------------------------------------------------------------
535 Madison Avenue, New York, NY 10022 (212) 906-7104
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 9, 1997
- -------------------------------------------------------------------------------
(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 |_|.
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 7 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 893934109 Page 2 of 7 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Yorktown Energy Partners, L.P.
- -------------------------------------------------------------------------------
I.R.S. No. 13-3603939
- -------------------------------------------------------------------------------
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,764,216
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,764,216
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,764,216
- -------------------------------------------------------------------------------
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)
6.83
- -------------------------------------------------------------------------------
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 2 of 7 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 893934109 Page 3 of 7 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Yorktown Energy Partners II, L.P.
- -------------------------------------------------------------------------------
I.R.S. No. 13-3803552
- -------------------------------------------------------------------------------
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
W/C
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.15
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
P/N
- -------------------------------------------------------------------------------
*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 7 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 80828. The shares
covered by this filing were covered by a prior 13D filing, dated June 4, 1996.
In addition, such prior filing included disclosure of 44,923 shares beneficially
owned by Bryan H. Lawrence, who is no longer affiliated with Dillon, Read & Co.
Inc. and now serves as Senior Manager of Yorktown and Yorktown II (each as
defined below).
Item 2. Identity and Background
This statement is filed by each of the following persons: (i) Yorktown
Energy Partners, L.P. ("Yorktown") and (ii) Yorktown Energy Partners II, L.P.
("Yorktown II"), which are sometimes referred to collectively herein as the
"Reporting Persons."
Yorktown, a limited partnership organized under the laws of the State of
Delaware, has its principal office and business address at 535 Madison Avenue,
New York, New York 10022. The principal business of Yorktown is investing in
equity securities of energy investments. Yorktown II, a limited partnership
organized under the laws of the State of Delaware, has its principal office and
business address at 535 Madison Avenue, New York, New York 10022. The principal
business of Yorktown II is investing in equity securities of energy investments.
The partnership agreement with respect to Yorktown provides 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 Yorktown Company LLC. The
partnership agreement with respect to Yorktown II provides 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 Yorktown II Company LLC.
Except as set forth 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 traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent 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 & Co. Inc. which served as manager of
Yorktown and Yorktown II, on behalf of DR Associates III, L.P. and Yorktown II
Corp, respectively, the prior general partners of Yorktown and Yorktown II until
September 2, 1997, (along with 97 other securities firms), without admitting or
denying any findings, consented to the entry of an Order in settlement of an SEC
Administrative Proceeding (File No. 3-7646) entitled In the Matter of the
Distribution of Securities Issued by Certain Government Sponsored Enterprises
("GSE"). The Order stated the SEC's findings that Dillon Read made and kept
certain records that did not accurately 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 reasonably designed to ensure further 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 September 2, 1997, Dillon, Read & Co. Inc., which served as a
manager of Yorktown and Yorktown II, merged with and into SBC Warburg, Inc. a
wholly owned individual subsidiary of Swiss Bank Corporation. Dillon, Read & Co.
Inc. was the corporate survivor of the
Page 4 of 7 Pages
<PAGE>
transaction and it then changed its name to SBC Warburg Dillon, Read Inc. In
connection with such transaction Dillon, Read & Co. Inc. assigned its rights and
obligations as manager of Yorktown and Yorktown II to Yorktown Company LLC and
Yorktown Company II LLC, newly formed entities controlled by former employees of
Dillon, Read & Co. Inc. In addition, in connection with the merger, DR
Associates L.P. III, the general partner of Yorktown, sold its interest in
Yorktown to various individual investors who exchanged these interests for
interests in Yorktown Company LLC, the successor general partner of Yorktown;
and, Yorktown II Corp., the general partner of Yorktown II, sold its interest in
Yorktown to various individual investors who exchanged these interests for
interests in Yorktown II Company LLC, the successor general partner of Yorktown
II.
As a result of such transactions, Yorktown and Yorktown II are no longer
deemed affiliated with SBC Warburg Dillon Read Inc. SBC Warburg Dillon Read Inc.
retains an indirect, non-voting interest in Yorktown and Yorktown II.
Item 4. Purpose of Transaction.
All of the shares of Common Stock were acquired by the Reporting Persons in
transactions originally involving investments by the predecessors of the
Reporting Persons in TransMontaigne, as more fully described in Item 3 of this
Schedule 13D. The merger of Dillon, Read & Co. Inc. and SBC Warburg, Inc. and
the subsequent change of name to SBC Warburg Dillon Read Inc. was effective
September 2, 1997.
The Reporting Persons acquired the Common Stock owned of record by them in
the ordinary course of their respective investment activities and as
contemplated by their organizational documents.
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
extraordinary 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, including any plans or proposals 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 (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) As of October 9, 1997, Yorktown beneficially owns 1,764,216 shares of
Common Stock, representing 6.83% of the Outstanding Shares. Yorktown II
beneficially owns 555,556 shares of Common Stock, representing 2.15% of the
Outstanding Shares.
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 Item 2, Yorktown Company LLC has the sole voting power and
investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by Yorktown Energy Partners, L.P. Yorktown
II Company LLC has the sole voting power and investment power with respect to
the shares of Common Stock reported in this Statement as being beneficially
owned by Yorktown Energy Partners II, L.P.
Page 5 of 7 Pages
<PAGE>
(c) On October 9, 1997, Yorktown sold 250,000 shares of the Company's
Common Stock for $18.00 per share pursuant to Rule 144K.
(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 dividends from, or the proceeds from the sale of, the
securities reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 6 of 7 Pages
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
YORKTOWN ENERGY PARTNERS, L.P.
By: Yorktown Company LLC
its General Partner
By: Peter A. Leidel
------------------------------
Name: Peter A. Leidel
Title: Member
YORKTOWN ENERGY PARTNERS II, L.P.
By: Yorktown II Company LLC
its General Partner
By: Peter A. Leidel
------------------------------
Name: Peter A. Leidel
Title: Member
Dated: November 25, 1997
Page 7 of 7 Pages
