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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[X] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: December 31, 1998 | SEC FILE NUMBER |
------------------------------------ | 001-11763 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 893934 10 9 |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
TRANSMONTAIGNE INC.
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Full Name of Registrant
TRANSMONTAIGNE OIL COMPANY
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Former Name if Applicable
370 17th ST., SUITE 2750
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Address of Principal Executive Office (Street and Number)
DENVER, COLO. 80202
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] | be filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
Registrant is unable to complete and timely file the Quarterly Report on Form
10-Q for the quarter ended December 31, 1998 (the "Report") due to the
combination of several factors. First, Registrant, as noted on Forms 8-K and 8-
K/A previously filed, acquired Louis Dreyfus Energy Corp. ("LDEC") on October
30, 1998, effectively doubling the size of Registrant's business. The quarter
ended December 31, 1998 represents the first quarter in which the combined
operations of Registrant and LDEC will be reported. The respective size of the
two operations and the need to report under the different accounting methods
utilized by each, has substantially increased the complexity of reporting the
combined quarterly results. Secondly, due to an outbreak of influenza in the
Registrant's corporate offices occurring within the last week, certain
individuals responsible for the preparation of the Form 10-Q Report, including
the General Counsel and the Chief Accounting Officer, who are chiefly
responsible for both the written and accounting presentations, have been and
remain ill and have not been able to direct their energies toward completion of
the Report. The absence of these individuals and the resultant inability to
provide guidance to their support staff, coupled with the complexity of the
preparation of the initial Report of the combined operations of Registrant and
LDEC, has resulted in Registrant's inability to properly and timely prepare and
file the Report. Given the additional time period within which to file the
Report, these individuals and their support staff will be able to finalize and
timely file the Report.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RODNEY S. PLESS 501 521-5565
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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TRANSMONTAIGNE INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 2/17/99 By /s/ RODNEY S. PLESS
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Rodney S. Pless
Vice President and Controller
(Chief Accounting Officer)
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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PART IV - OTHER INFORMATION
(3) Registrant expects that significant changes in its results of operations
from the corresponding periods of the prior year will be reflected in the
consolidated statements of operations to be included in the quarterly
report on Form 10-Q to be filed for the period ending December 31, 1998.
First, as noted above in Part III and as described in the Forms 8-K and 8-
K/A previously filed on November 11, 1998 and January 5, 1999,
respectively, the effect of the acquisition of LDEC and resultant
combination of its business with that of Registrant will be to
approximately double the size of Registrant's operations. The quarter ended
December 31, 1998 represents the first quarter in which these combined
operations will be reported and will reflect a substantial increase in
consolidated assets and liabilities, as well as in revenues and net
earnings before the non-cash lower of cost or market inventory write-down
adjustment referred to below. Second, at December 31, 1998, the market
value of the refined product inventory of TransMontaigne Product Services
Midwest Inc. (TPSI-Midwest), one of the principal operating subsidiaries of
Registrant, was approximately $20,800,000 less than its LIFO carrying cost.
TPSI-Midwest policy is to defer recognition of lower of cost or market
adjustment to inventory due to price declines at interim reporting dates,
unless the price declines are not expected to be restored by its June 30
fiscal year end. Registrant has reviewed its inventory position at December
31, 1998 and, considering the current and prospective impact of the price
declines in refined petroleum products due to market conditions, believes
that a portion of the price declines may not be temporary and restored by
June 30, 1999. As a result, a non-cash lower-of-cost or market inventory
write-down adjustment of approximately $8,600,000 will be recognized and
charged to product costs as of December 31, 1998.
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T. ((S) 232.13(b) of this chapter.
