<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TransMontaigne Oil Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
89393410
-------------------------------------------------------------
(CUSIP Number)
c/o First Reserve Corporation, 475 Steamboat Road,
Greenwich, CT 06830 (203) 661-6601
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 15, 1998
-------------------------------------------------------------
(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 Statement 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: / /
<PAGE> 2
CUSIP NO. 89393410 SCHEDULE 13D/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation
I.R.S. No.: 06-1210123
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a / /
(b / /
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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) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 6,283,609
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
6,283,609
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,283,609
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.37%
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14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
2 of 12
<PAGE> 3
CUSIP NO. 947071106 SCHEDULE 13D/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Secured Energy Assets Fund, Limited Partnership
I.R.S. No.: 06-1232433
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a / /
(b /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
- --------------------------------------------------------------------------------
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.
3 of 12
<PAGE> 4
CUSIP NO. 89393410 SCHEDULE 13D/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V, Limited Partnership
I.R.S. No.: 06-1295657
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a / /
(b /X/
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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) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 598,440
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
598,440
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.32%
- --------------------------------------------------------------------------------
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.
4 of 12
<PAGE> 5
CUSIP NO. 89393410 SCHEDULE 13D/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V-2, Limited Partnership
I.R.S. No.: 06-6351960
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a / /
(b /X/
- --------------------------------------------------------------------------------
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) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,196,877
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,196,877
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,877
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.64%
- --------------------------------------------------------------------------------
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.
5 of 12
<PAGE> 6
CUSIP NO. 89393410 SCHEDULE 13D/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund VI, Limited Partnership
I.R.S. No.: 06-1334650
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a / /
(b /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,488,292
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,488,292
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,488,292
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.41%
- --------------------------------------------------------------------------------
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.
6 of 12
<PAGE> 7
The information contained in this Amendment number 1 to Schedule 13D is
filed with respect to the Common Stock, par value $0.01 per share (the "Stock"),
of TransMontaigne Oil Company (the "Issuer"). The purpose of this Amendment is
to report the reduction of the number of shares beneficially owned by First
Reserve Secured Energy Assets Fund, Limited Partnership to zero and the
subsequent material reduction of the number of shares beneficially owned by
First Reserve Corporation.
Pursuant to Rule 13d-2(c) of the Exchange Act Rules, and because this is
the first electronic amendment to a paper format Schedule 13D, the text of each
item of the Schedule 13D is restated, followed by the amendment, if
applicable. This amendment number 1 to Schedule 13D is intended to amend all
prior filings of the Funds and First Reserve with respect to the Issuer.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to the Common
stock, par value $0.01 per share (the "Common Stock"), of TransMontaigne Oil
Company (formerly Sheffield Exploration Company, Inc.), a Delaware corporation
("New TransMontaigne" or the "Company"). The principal executive offices of the
Company are located at 370 17th Street, Suite 900, Denver, CO 80202.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by First Reserve Secured Energy Assets
Fund, Limited Partnership ("Fund IV"), First Reserve Fund V, Limited Partnership
("Fund V"), First Reserve Fund V-2, Limited Partnership ("Fund V-2") and First
Reserve Fund VI, Limited Partnership ("Fund VI", and together with Fund IV, Fund
V and Fund V-2, the "Funds"), and by First Reserve Corporation ("First
Reserve"), to report the acquisition by the Funds of Common Stock. First
Reserve is the managing general partner of each of the Funds. The Funds, in the
aggregate, directly own more than 5% of the issued and outstanding shares of
Common Stock.
Fund IV, Fund V and Fund V-2 are Delaware limited partnerships. Their
principal purpose is to make equity and debt investments in companies engaged in
various energy and energy related activities, including, but not limited to,
energy production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such as oil and gas reserves or processing and transmission facilities.
Fund VI is a Delaware limited partnership. Its principal purpose is to
make equity, equity-linked and debt investments in companies engaged in various
energy and energy related activities, including, but not limited to, energy
production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such as oil and gas reserves or processing and transmission facilities,
but excluding any oil and gas exploration directly or through an entity whose
primary activity is to conduct such exploration.
7 of 12
<PAGE> 8
First Reserve is a Delaware corporation which raises funds for and manages
the Funds. The principal business of First Reserve is to act as managing general
partner and provide investment management services to the Funds and to other
investment funds managed by First Reserve.
The principal business and office address of First Reserve and each of the
Funds (together, the "Reporting Persons") is 475 Steamboat Road, Greenwich,
Connecticut 06830.
Information with respect to the executive officers and directors of First
Reserve, including name, business address, present principal occupation or
employee and the organization in which such employment is conducted, and their
citizenship is listed on the schedule attached hereto as Schedule 1, which is
incorporated in this Schedule 13D by reference.
During the last five years, none of the Reporting Persons nor any executive
officer or director of First Reserve has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding or 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 or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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 the Funds beneficially owned an aggregate of 6,582,830
shares of Old Common Stock (the "Old TransMontaigne Shares"). Following the
Merger the Funds beneficially owned an aggregate of 6,582,830 shares of Common
Stock such that Fund IV owned 299,221 shares, Fund V owned 598,440 shares, Fund
V-2 owned 1,196,877 shares and Fund VI owned 4,488,292 shares.
The source of consideration used by the Funds in acquiring the 6,582,830
shares of Common Stock reported as beneficially owned in Item 5 hereof was the
6,582,830 Old TransMontaigne Shares.
The 6,582,830 Old TransMontaigne Shares used by the Funds to obtain their
6,582,830 shares of Common Stock were acquired with the Funds' cash.
Item 4. PURPOSE OF TRANSACTION.
The Funds acquired the shares of Common Stock disclosed in Item 5 of this
Schedule 13D in order to continue their substantial investment position in the
entity surviving the Merger. The Funds intend to participate in and influence
the affairs of the Company through the exercise of their voting
Page 8 of 12
<PAGE> 9
rights with respect to the shares of Common Stock owned by the Funds. As
described in Item 6 to this Schedule 13D, the Company has agreed to take all
action necessary to cause two persons designated by the Funds to be elected to
the Company's Board of Directors so long as the Funds own no less than 10% of
the Common Stock. Two directors of First Reserve (William E. Macaulay and John
A. Hill) currently serve as directors of the Company.
Except as described above, at the present time the Reporting Persons do not
have any plans or proposals 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, the Funds beneficially owned an aggregate of
6,582,830 shares of Common Stock, constituting approximately 31.6% of the
approximately 20,799,133 shares of Common Stock outstanding as of June 6, 1996.
As the managing general partner of the Funds, First Reserve may be deemed to
beneficially own all 6,582,830 shares of Common Stock owned by the Funds. The
number and percentage of shares of Common Stock beneficially owned by each Fund
are:
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES OF
COMMON STOCK
SHARES OUTSTANDING ON JUNE 6, 1996
------ ---------------------------
<S> <C> <C>
Fund IV 299,221 1.4%
Fund V 598,440 2.9%
Fund V-2 1,196,877 5.8%
Fund VI 4,488,292 21.6%
</TABLE>
(b) Each Fund has the sole power to vote or to direct the vote and sole
power to dispose or direct the disposition of all shares of Common Stock held by
it. First Reserve, in its role as managing general partner of the Funds and
acting on behalf of the Funds, has the power to cause each Fund to dispose of or
vote the shares of Common Stock held by such Funds.
(c) As described in Item 3 of this Schedule 13D, the Reporting Persons
acquired an aggregate of 6,582,830 shares of Common Stock on June 4, 1996
pursuant to the Merger.
(d) To the best knowledge of the Reporting Persons, no other 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 the Reporting Persons.
(e) Not applicable.
AMENDMENT TO ITEM 5.
Section (a) of Item 5 is hereby deleted in its entirety and replaced with
the following:
Page 9 of 12
<PAGE> 10
(a) As of January 15, 1998, the Funds beneficially owned an aggregate of
6,283,609 Shares constituting approximately 24.37%, in the aggregate, of the
25,783,974 Shares of the Issuer outstanding as of December 31, 1997. The number
and percentage of Shares of the Issuer beneficially owned by each Reporting
Person identified in Item 2 of this Schedule 13D are:
<TABLE>
<CAPTION>
PERCENTAGE OF ISSUER
SHARES OUTSTANDING ON
SHARES JANUARY 15, 1998
--------- ---------------------
<S> <C> <C>
SEA 0 0.00%
Fund V 598,440 2.32%
Fund V-2 1,196,877 4.64%
Fund VI 4,488,292 17.41%
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO SECURITIES
OF THE ISSUER.
Pursuant to an Agreement to Elect Directors, dated as of April 17, 1996
(the "Agreement to Elect Directors"), among the Funds and the Company (as the
successor to Old TransMontaigne), the Company has agreed to take all action
necessary to cause two directors designated by the Funds from time to time to be
elected to the Company's Board of Directors. The Company's obligations pursuant
to such Agreement shall continue until such time as the Funds own less than 10%
of the Common Stock. A copy of the Agreement to Elect Directors is attached to
this Schedule 13D as Exhibit B and the description of the Agreement to Elect
Directors is qualified entirely by reference to such exhibit which is
incorporated herein by reference.
The Funds are parties to a Registration Rights Agreement (the "Registration
Rights Agreement") dated as of April 17, 1996 among the Company (as the
successor to Old TransMontaigne) and the Institutional Investors and
Non-Institutional Investors parties thereto (the "Investors"). Pursuant to the
Registration Rights Agreement, if the Company proposes to register shares of
Common Stock under the Securities Act of 1933, as amended (the "Securities Act")
on any form other than S-4 or S-8, it must give each Investor (including the
Funds) the opportunity to participate in such registration, subject to certain
exceptions. In addition, 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 investors
holding an aggregate of 10% or more of all outstanding shares of Common Stock
may demand registration of any shares of Common Stock owned by such Investor or
Investors which constitute "restricted securities" under the Securities Act,
provided that the amount of shares of Common Stock registered thereby is not
less than 5% of all outstanding Common Stock on a fully diluted basis. The
Investors (including the Funds) and the Company have agreed to indemnify each
other for certain liabilities relating to registration pursuant to the
Stockholders Agreement. A copy of the Stockholders Agreement is attached to this
Schedule 13D as Exhibit C and the description of the Stockholders Agreement is
qualified entirely by reference to such exhibit which is incorporated herein by
reference.
Page 10 of 12
<PAGE> 11
The Funds have delivered a letter to Old TransMontaigne dated May 6, 1996
(the "Letter Agreement") whereby the represented that they did not, as of the
date of such letter, and would not, as of the effective time of the Merger, have
any plan or intention to sell, exchange or otherwise dispose of the shares of
Common Stock received by them in the Merger. A copy of the Letter Agreement is
attached to this Schedule 13D as Exhibit D and the description of the Letter
Agreement is qualified entirely by reference to such exhibit which is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Agreement Concerning Filing of Schedule 13D.
Exhibit B. Agreement to Elect Directors
Exhibit C. Registration Rights Agreement
Exhibit D. Letter Agreement
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.
Dated: February 18, 1998
First Reserve Corporation
By: /s/ Elizabeth C. Foley
-------------------------------
Name: Elizabeth C. Foley
Title: Managing Director
First Reserve Secured Energy Assets Fund, Limited
Partnership
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
-------------------------
Name: Elizabeth C. Foley
Title: Managing Director
Page 11 of 12
<PAGE> 12
First Reserve Fund V, Limited Partnership
By: First Reserve Corporation,
as Managing General Partner
By: /s/Elizabeth C. Foley
--------------------------
Name: Elizabeth C. Foley
Title: Managing Director
First Reserve Fund V-2, Limited Partnership
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
--------------------------
Name: Elizabeth C. Foley
Title: Managing Director
First Reserve Fund VI, Limited Partnership
By: First Reserve Corporation,
as Managing General Partner
By: /s/Elizabeth C. Foley
--------------------------
Name: Elizabeth C. Foley
Title: Managing Director
Page 12 of 12
