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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X]Preliminary Information Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ]Definitive Information Statement
TRANSMONTAIGNE INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set for the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TRANSMONTAIGNE INC.
To our Stockholders:
The Board of Directors of TransMontaigne Inc., a Delaware corporation (the
"Company"), is soliciting your consent to amend the Company's certificate of
incorporation to increase the number of authorized shares of the Company's
common stock from 40,000,000 to 80,000,000. The Board of Directors unanimously
recommends that stockholders approve the proposed amendment, which is more
fully described in the accompanying materials. The Board of Directors asks
that you complete, sign and return the enclosed consent form by December 17,
1998.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to amend the certificate of incorporation to
increase the number of shares of common stock authorized for issuance by the
Company. This will provide the Company with the flexibility it needs for
future acquisitions, financings, incentive compensation, stock dividends or
stock splits and for other general corporate purposes.
YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE AMENDMENT REQUIRES THE
EXECUTION OF WRITTEN CONSENTS ON BEHALF OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK. As a result, if you do not return a
properly completed and signed consent, you will effectively be voting against
the amendment.
The consent that the Board of Directors is soliciting will allow the Company
to proceed with the proposed amendment of the certificate of incorporation
without the necessity of convening a special meeting of stockholders. The
Board of Directors anticipates that the amendment will be completed during the
month of December, as further described in the enclosed document.
Please review the enclosed materials and complete, sign and return your
consent.
By Order of the Board of Directors,
/s/ Erik B. Carlson
Erik B. Carlson
Secretary
November 24, 1998
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TRANSMONTAIGNE INC.
2750 REPUBLIC PLAZA
370 SEVENTEENTH STREET
DENVER, COLORADO 80202
CONSENT SOLICITATION
This consent solicitation contains important information relating to a
proposed amendment to the Company's certificate of incorporation to increase
its authorized common stock from 40,000,000 to 80,000,000 shares. The Board of
Directors unanimously recommends that stockholders approve the amendment.
The following pages include information on:
. the proposed amendment to the certificate of incorporation (questions
1 to 4);
. procedures for the consent solicitation (questions 5 to 12); and
. current stock ownership and other matters relating to the Company
(questions 13 and 14).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
This consent solicitation was first mailed to stockholders on or about
November 24, 1998. Stockholders are requested to return their consent forms by
December 17, 1998.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
1. WHAT IS THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION?
The Company's certificate of incorporation currently authorizes the issuance
of a total of 42,000,000 shares, composed of 40,000,000 shares of common
stock, par value $.01 per share, and 2,000,000 shares of preferred stock, par
value $.01 per share. The amendment will increase the total number of
authorized shares to 82,000,000, and the number of authorized shares of common
stock to 80,000,000. The Board of Directors has unanimously adopted
resolutions declaring it advisable to amend the Company's certificate of
incorporation to increase the total number of shares of common stock which the
Company will have the authority to issue from 40,000,000 to 80,000,000 and to
submit the proposal to stockholders. The amendment will modify Section 5.1 of
Article V of the certificate of incorporation to read as follows:
5.1 The total number of shares that the Corporation shall have authority
to issue is 82,000,000 shares, of which 80,000,000 shares shall be common
stock, each with a par value of $.01 ("Common Stock"), and 2,000,000 shares
shall be preferred stock, each with a par value of $.01 ("Preferred
Stock").
Each of the newly authorized shares of common stock will have the same
rights and privileges as the currently authorized common stock. The new
shares, like the currently authorized shares, will not have preemptive rights,
which means that stockholders do not have the right to purchase a portion of
any new issuance of common stock in order to maintain their proportionate
interests in the Company. The amendment will not change the par value of the
common stock.
The amendment will not change the currently authorized number of shares of
preferred stock, which will remain set at 2,000,000. As of the date hereof, no
shares of preferred stock have been designated or issued.
2. HOW WILL THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION BE
EFFECTED?
The Company will file an amendment to the certificate of incorporation with
the Secretary of State of the State of Delaware when the Company receives
consents from the holders of a majority of the outstanding shares of common
stock. The Board of Directors has already approved the proposed amendment to
the certificate of incorporation. The Company expects to make this filing on
or about December 17, 1998.
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3. HOW WILL THE ADDITIONAL AUTHORIZED COMMON STOCK BE USED?
The Company currently has 30,475,624 shares of common stock outstanding.
Thus, there remains a balance of only 9,524,376 shares of common stock
available for all corporate purposes. If the amendment is approved, there will
be 49,524,376 shares of common stock available for future issuance for
purposes such as acquisitions, financings, incentive compensation, stock
dividends or stock splits and for other general corporate purposes. The newly
authorized common stock will be available for issuance without further action
by stockholders except as required by applicable law, regulation or stock
exchange requirements. For example, the current rules of the American Stock
Exchange would require approval by the Company's stockholders if the number of
shares of common stock to be issued in a merger or other acquisition
transaction equaled or exceeded 20% of the number of shares of common stock
outstanding immediately prior to such issuance.
The Company has no current plan or commitment to issue shares of common
stock, other than for shares reserved for issuance under the Company's equity
incentive compensation plan.
The additional authorized shares could be used to discourage persons from
attempting to gain control of the Company, by diluting the voting power of
shares then outstanding or increasing the voting power of persons who would
support the Board of Directors in opposing a takeover bid or a solicitation in
opposition to management. The Company is not currently aware of any effort to
obtain control of the Company, and has no plans to use the new shares for
purposes of discouraging any such effort.
4. HOW WILL THE AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK AFFECT MY
CURRENT SHARES?
The authorization of additional shares of common stock will not, by itself,
have any effect on the rights of the holders of common stock. Nonetheless, any
issuance of additional shares of common stock (including the additional shares
authorized by the amendment) may, among other things, have a dilutive effect
on earnings per share of common stock, on the voting rights of present
stockholders and on the equity of present holders of common stock. In
addition, the increase in authorized shares could, under certain
circumstances, have an anti-takeover effect by, for example, allowing an
issuance of shares that would dilute the stock ownership of a person seeking
to effect a change in the composition of the Board of Directors of the Company
or contemplating a tender offer or other transaction for the combination of
the Company with another company. However, the proposed amendment is not being
made in response to any effort of which the Company is aware to accumulate the
common stock or obtain control of the Company.
THE CONSENT SOLICITATION
5. WHO IS BEING ASKED TO APPROVE THE AMENDMENT?
Only stockholders of record at the close of business on October 30, 1998 are
entitled to execute and deliver consents with respect to the proposed
amendment. On that date, there were 30,475,624 shares of common stock
outstanding and entitled to consent with respect to the proposed amendment.
Each share of common stock is entitled to one consent.
6. WHAT LEVEL OF APPROVAL IS REQUIRED FOR THE AMENDMENT?
Approval of the amendment will require the execution and delivery to the
Company of written consents on behalf of the holders of an absolute majority
of the issued and outstanding shares of common stock.
7. WHAT RIGHTS OF APPRAISAL OR SIMILAR DISSENTERS' RIGHTS ARE TRIGGERED BY THE
PROPOSED AMENDMENT?
Delaware law does not provide for appraisal or similar dissenters' rights
with respect to the proposed amendment.
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8. HOW DO I CONSENT TO THE AMENDMENT?
You may consent to the proposed amendment with respect to your shares of
common stock by completing and signing the enclosed consent form and returning
it to the Company's transfer agent on or before the final consent date (as
described under question 9 below). If your shares are held in "street name,"
your broker or nominee may authorize consent on your behalf if you do not
direct your broker or nominee not to do so.
PLEASE NOTE THAT NOT RETURNING YOUR CONSENT OR ABSTAINING FROM THE VOTE HAS
THE SAME IMPACT AS DISAPPROVING THE AMENDMENT, SINCE APPROVAL OF THE AMENDMENT
REQUIRES WRITTEN CONSENT ON BEHALF OF THE HOLDERS OF AN ABSOLUTE MAJORITY OF
THE COMMON STOCK OUTSTANDING AND ENTITLED TO VOTE, RATHER THAN SIMPLY A
MAJORITY OF THOSE WHO ACTUALLY EXECUTE AND DELIVER CONSENTS.
9. WHAT IS THE DEADLINE FOR DELIVERING MY CONSENT?
The Board of Directors has set December 17, 1998 as the final date for
receipt of consents. If the Company has received consents on behalf of the
holders of a majority of the outstanding shares of common stock by that date,
the consent solicitation will expire, and the Company will proceed with the
amendment to the certificate of incorporation.
The Board of Directors has reserved the right to extend the final date for
receipt of consents beyond December 17, 1998 in the event that the requisite
majority approval has not been obtained by that date. Any such extension may
be made without notice to individual stockholders. Under Delaware law, written
consents of stockholders are valid for up to 60 days, beginning on the date
the first consent is executed.
10. IS MY CONSENT IRREVOCABLE?
No. Even after you have submitted your consent form, you may file with the
Secretary of the Company a notice of revocation or a subsequently dated
consent form at any time prior to the time when the action authorized by
executed consents becomes effective, which will occur when holders of a
majority of the outstanding shares of common stock have consented.
11. WHAT IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSED AMENDMENT OF
THE CERTIFICATE OF INCORPORATION AND BELIEVES THAT THE AMENDMENT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY, THE BOARD
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS CONSENT TO THE PROPOSED AMENDMENT.
12. HOW ARE COSTS OF THIS SOLICITATION BEING BORNE?
The expenses of preparing, printing and mailing these consent solicitation
materials are being borne by the Company. Officers, Directors and regular
employees of the Company may, without additional compensation, solicit
consents personally or by other appropriate means. The Company will, upon
request, reimburse brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of stock.
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ADDITIONAL INFORMATION
13. STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of common stock and common stock equivalents as of November 1, 1998
by each Director, by certain executive officers, by each person known by the
Company to own more than 5% of the outstanding shares of common stock and by
all Directors and executive officers as a group. The information set forth
below is based solely upon information furnished by such individuals or
contained in filings made by such beneficial owners with the Securities and
Exchange Commission ("SEC").
<TABLE>
<CAPTION>
NUMBER OF PERCENT
BENEFICIAL OWNER SHARES(1)(2) OF CLASS
---------------- ------------ --------
<S> <C> <C>
Cortlandt S. Dietler(3)............................................... 1,969,807 6.4%
Richard E. Gathright(4)............................................... 540,098 1.8%
Harold R. Logan, Jr.(5)............................................... 354,780 1.2%
W.A. Sikora(6)........................................................ 220,970 (7)
Robert W. Bradberry(8)................................................ 163,073 (7)
Larry F. Clynch(9).................................................... 57,246 (7)
First Reserve Corporation(10)
First Reserve Fund V, Limited Partnership........................... 598,440 2.0%
First Reserve Fund V-2, Limited Partnership......................... 1,196,877 3.9%
First Reserve Fund VI, Limited Partnership.......................... 4,488,292 14.7%
---------- ----
6,283,609 20.6%
Louis Dreyfus Corporation ............................................ 4,351,080 14.3%
Ten Westport Road
P.O. Box 810
Wilton, CT 06897
Merrill Lynch Growth Fund(11) ........................................ 3,858,334 12.7%
c/o Merrill Lynch Asset Management L.P.
800 Scudders Mill Road
Plainsborough, NJ 08536
John A. Hill/First Reserve Corporation(10) ........................... 6,283,609 20.6%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
Bryan H. Lawrence .................................................... 76,625 (7)
535 Madison Avenue
New York, NY 10022
Thomas R. Denison/First Reserve Corporation(12) ...................... -- (7)
First Reserve Corporation
1801 California Street, #4110
Denver, CO 80202
Edwin W. Morgens(13).................................................. 253,030 (7)
Simon B. Rich, Jr./Louis Dreyfus Corporation(14)...................... 4,351,080 14.3%
All Directors and Executive Officers as a Group (16 Persons)(15)...... 14,736,740 47.3%
</TABLE>
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(1) All shares are owned both of record and beneficially unless otherwise
specified by footnote to this table. Based solely upon information
furnished by such individuals or contained in filings made by such
beneficial owners with the SEC.
(2) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934, as amended. Under Rule 13d-3(d), shares not outstanding that are
subject to options, warrants, rights, or conversion privileges
exercisable within sixty days of the date of this table (November 1,
1998) are deemed outstanding for the purpose of calculating the number
and percentage owned by such person.
(3) Includes 2,000 shares, as to which Mr. Dietler disclaims beneficial
ownership, held by Mr. Dietler's spouse and 102,000 shares issuable upon
the exercise of outstanding options.
(4) Includes 252,000 shares issuable upon the exercise of outstanding
options.
(5) Includes 25,000 shares, as to which Mr. Logan disclaims beneficial
ownership, owned by Chatham Foundation, a nonprofit corporation of which
Mr. Logan is the President; and 67,000 shares issuable upon the exercise
of outstanding options.
(6) Includes 102,000 shares issuable upon the exercise of outstanding
options.
(7) Less than one percent.
(8) Includes 22,000 shares issuable upon the exercise of outstanding options.
(9) Includes 52,000 shares issuable upon the exercise of outstanding options.
(10) First Reserve Corporation ("First Reserve") and Mr. Hill do not directly
own any common stock. The number of shares shown as beneficially owned by
First Reserve and Mr. Hill consists of all the shares owned by First
Reserve Fund V, Limited Partnership, First Reserve Fund V-2, Limited
Partnership and First Reserve Fund VI, Limited Partnership (collectively,
the "First Reserve Funds"). First Reserve may be deemed to have
beneficial ownership of the shares of common stock held by the First
Reserve Funds because it is the general partner of each of the First
Reserve Funds and has voting and dispositive power over those shares. Mr.
Hill may be deemed to have beneficial ownership over the shares held by
the First Reserve Funds because of his ownership of common stock of First
Reserve and his positions as a managing director and officer of First
Reserve. Mr. Hill expressly disclaims beneficial ownership of these
shares. Mr. Hill is a director of the Company. The address of First
Reserve and the First Reserve Funds is 475 Steamboat Road, Greenwich,
Connecticut 06830.
(11) TransMontaigne has granted to Merrill Lynch Asset Management L.P. the
right to maintain a 15% ownership of common stock if TransMontaigne
issues stock in the future. Merrill Lynch & Co., Inc., a widely held
public company, has sole voting and dispositive control over these
shares.
(12) Thomas R. Denison is an officer and managing director of First Reserve
Corporation and a director of the Company. Mr. Denison does not have
beneficial ownership of the shares held by the First Reserve Funds.
(13) Includes 199,806 shares, as to which Mr. Morgens disclaims beneficial
ownership, held by Edwin Morgens and Linda Morgens 1993 Trust, of which
Mr. Morgens is the Trustee, and 7,080 shares, as to which Mr. Morgens
disclaims beneficial ownership, held by L.W. Morgens 1984 Trust, of which
Mr. Morgens is the Trustee.
(14) Simon B. Rich, Jr. does not directly own any common stock. Mr. Rich may
be deemed to have beneficial ownership of the shares of common stock held
by Louis Dreyfus Corporation because Mr. Rich is Vice Chairman, Director
and President of Louis Dreyfus Holding Company Inc., parent company of
Louis Dreyfus Corporation, which owns 4,351,080 shares of common stock.
Mr. Rich expressly disclaims beneficial ownership of these shares. Mr.
Rich became a Director of the Company on October 31, 1998.
(15) Of such 14,736,740 shares, (a) 659,800 represent shares issuable upon the
exercise of outstanding options, (b) 6,283,609 shares indicated as being
owned by First Reserve Corporation and Mr. Hill are included only once in
the aggregate number of shares held by all Directors and officers as a
group, (c) 4,351,080 shares indicated as being owned by Louis Dreyfus
Corporation and Mr. Rich are included only once in the aggregate number
of shares held by all Directors and officers as a group and (d) Directors
and executive officers disclaim beneficial ownership with respect to
10,868,575 shares.
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14. HOW CAN I OBTAIN MORE INFORMATION ABOUT THE COMPANY?
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information filed by the Company at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. The Company's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov.
You may also request a copy of the Company's financial reports filed with the
SEC by contacting the Company's Secretary, c/o TransMontaigne Inc., 2750
Republic Plaza, 370 Seventeenth Street, Denver, CO 80202.
By Order of the Board of Directors,
/s/ Erik B. Carlson
Erik B. Carlson
Secretary
November 24, 1998
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TRANSMONTAIGNE INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please return the consent promptly to the Company's transfer agent at the
following address:
Boston EquiServe
P.O. Box 9391
Boston, MA 02205-9969
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR THE PROPOSAL.
Proposal to amend the Company's certificate of incorporation to increase the
authorized shares of common stock from 40,000,000 to 80,000,000.
[ ] Vote FOR [ ] Vote AGAINST [ ] ABSTAIN
(Please sign and date below)
Dated:______________________, 1998
Signature of Stockholder(s)
Signature of Stockholder(s)
If signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such, and, if signing for a corporation, give
your title. When shares are in the names of
more than one person, each should sign.
