<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(a)(b))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRANSMONTAIGNE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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 the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Notes:
<PAGE>
TRANSMONTAIGNE INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of TRANSMONTAIGNE INC., a Delaware
corporation ("TransMontaigne" or the "Company"), will be held in the Central
City Room of the Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado,
on Thursday, November 18, 1999, at 9:00 a.m., Denver Time, for the following
purposes:
1. To elect nine Directors to serve until the next Annual Meeting of
Stockholders and until their successors have been elected and qualified.
The Board of Directors is nominating the following individuals for
election as Directors: Cortlandt S. Dietler, Donald H. Anderson, Richard
E. Gathright, John A. Hill, Bryan H. Lawrence, Harold R. Logan, Jr.,
William E. Macaulay, Edwin H. Morgens and Simon B. Rich, Jr.;
2. To ratify the amendment of Section 4.1 of the Equity Incentive Plan of
TransMontaigne Inc. (the "1997 Option Plan"), previously approved by the
stockholders, (i) to increase from 1,800,000 to 3,500,000 shares, the
aggregate number of authorized shares of the Company's Common Stock that
may be issued under the 1997 Option Plan, and (ii) to add an "evergreen"
provision, the effect of which will be to automatically increase the
number of shares of the Company's Common Stock available for issuance
under the 1997 Option Plan beginning on June 30, 2000 and on each June
30 thereafter during the term of the 1997 Option Plan, a number of
shares of the Company's Common Stock equal to one percent (1%) of the
total number of issued and outstanding shares of the Company's Common
Stock on the last day of the immediately preceding fiscal year.
3. To ratify the appointment of KPMG LLP as the independent auditors of the
Company for the fiscal year ending June 30, 2000; and
4. To consider and act upon such other matters and to transact such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
These matters are fully discussed in the Proxy Statement. The Company's 1999
Annual Report accompanies the Proxy Statement.
The Board of Directors has fixed the close of business on October 12, 1999,
as the record date for the meeting. Only holders of Common Stock and Series A
Convertible Preferred Stock of record at such time are entitled to receive
notice of and to vote at the meeting and any adjournment or postponement
thereof. The holders of Series A Convertible Preferred Stock shall vote
together with holders of Common Stock as a single class on all actions to be
voted on by the stockholders of the Company other than the election of
Directors. Each holder of Series A Convertible Preferred Stock shall be
entitled to such number of votes per share on each action as shall equal the
number of shares of Common Stock (excluding fractions of a share) into which
each share of Series A Convertible Preferred Stock is convertible as of the
record date.
Whether or not you plan to attend the meeting in person, please indicate
your voting instructions on the enclosed proxy, date and sign it, and return
it promptly in the stamped return envelope which is included with these
materials. In the event you do attend the meeting in person, you may withdraw
your proxy and vote in person.
By Order of the Board of Directors
/s/ Erik B. Carlson
ERIK B. CARLSON, Secretary
Denver, Colorado
October 28, 1999
(Approximate mailing date of proxy materials)
PLACE AND TIME OF ANNUAL MEETING
CENTRAL CITY ROOM
BROWN PALACE HOTEL
321 SEVENTEENTH STREET
DENVER, COLORADO
Thursday, November 18, 1999, 9:00 a.m. Denver Time
<PAGE>
TRANSMONTAIGNE INC.
2750 REPUBLIC PLAZA
370 SEVENTEENTH STREET
DENVER, COLORADO 80202
PROXY STATEMENT
GENERAL
This Proxy Statement and the enclosed proxy are being mailed on or about
October 28, 1999 to stockholders of record on October 12, 1999 of the common
stock, $0.01 par value (the "Common Stock") and the holders of Series A
Convertible Preferred Stock (the "Series A Preferred"), of TransMontaigne Inc.
("TransMontaigne" or the "Company"), in connection with the solicitation of
proxies for use at the 1999 Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), notice of which appears on the preceding page, and at any
postponement or adjournment thereof. The Annual Meeting will be held on
Thursday, November 18, 1999, at 9:00 a.m., Denver Time, in the Central City
Room at the Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado.
The cost of soliciting proxies is being paid by the Company. In addition to
the mailings, the Company's officers, Directors and other regular employees,
without additional compensation, may solicit proxies personally or by other
appropriate means.
Only stockholders of record as of the record date, including holders of the
Series A Preferred, are entitled to notice of and to vote at the Annual
Meeting. The holders of the Series A Preferred shall vote together with
holders of Common Stock as a single class on all actions to be voted on by the
stockholders of the Company other than the election of Directors. Each holder
of Series A Preferred shall be entitled to such number of votes per share on
each action as shall be equal to the number of shares of Common Stock
(excluding fractions of a share) into which each share of Series A Preferred
is convertible as of the record date. The Company will request brokerage
firms, bank nominees and other institutions that act as nominees or
fiduciaries for owners of Common Stock and the Series A Preferred, to forward
this Proxy Statement to persons for whom they hold shares and to obtain
authorization for the execution of proxies. If your shares of Common Stock or
Series A Preferred are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a proxy with respect to your shares.
Accordingly, please contact the person responsible for your account and give
instructions for a proxy to be signed representing your shares of Common Stock
and/or Series A Preferred.
A stockholder or holder of the Series A Preferred giving a proxy has the
power to revoke the proxy at any time before it is exercised. A proxy may be
revoked by delivering to the Company an instrument revoking the proxy or a
duly executed proxy bearing a later date. The powers of the proxy holders will
be suspended if the person executing the proxy is present at the meeting and
elects to vote in person. If the proxy is neither revoked nor suspended, it
will be voted by one or more of the proxy holders therein named.
QUORUM AND VOTING
On October 12, 1999, the record date for the determination of stockholders
and holders of the Series A Preferred entitled to receive notice of and to
vote at the Annual Meeting, the Company had outstanding 30,592,024 shares of
Common Stock and 117,115 of Series A Preferred convertible into 11,340,995
shares of Common Stock. Each of such shares of Common Stock is entitled to one
vote at the Annual Meeting. The holders of a majority of the shares entitled
to vote at the Annual Meeting, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Directors shall be elected by a plurality of the votes of the shares
present in person or by proxy at the Annual Meeting and entitled to vote.
Approval of all other matters shall be determined by the affirmative vote of
the majority of the shares present in person or represented by proxy at the
meeting and entitled to vote. If no voting direction is indicated on the
<PAGE>
proxy card, the shares will be considered votes FOR the election of the
nominees for Director, FOR the ratification of the amendment of Section 4.l of
the TransMontaigne Inc. Equity Incentive Plan, and FOR the ratification of the
appointment of KPMG LLP as the independent auditors for the Company for the
fiscal year ending June 30, 2000. Proxy cards that are not signed or that are
not returned are treated as not voted for any purposes. If a broker indicates
on a proxy card that it does not have discretionary authority as to certain
shares to vote on a particular matter (a "broker non-vote"), those shares will
not be considered as present and entitled to vote with respect to that matter.
Abstentions with respect to any matter will be treated as shares present and
entitled to vote. Consequently, abstentions and broker non-votes will have no
effect with respect to the election of Directors, the ratification of the
amendment of Section 4.1 of the TransMontaigne Inc. Equity Incentive Plan, or
the ratification of the appointment of the Company's independent auditors. The
Company knows of no proposals to be considered at the Annual Meeting other
than those set forth in the Notice of Annual Meeting.
ELECTION OF DIRECTORS
NOMINEES
The Company's By-laws provide that the number of Directors shall be fixed by
its Board of Directors. The number of Directors is presently fixed at nine,
and there are no vacancies. The Company has agreed to take all action
necessary to cause two Directors designated by affiliates of First Reserve
Corporation from time to time to be elected to the Company's Board of
Directors so long as their collective ownership in the Company is at least
10%. The affiliates of First Reserve Corporation have designated Mr. Hill and
Mr. Macaulay as their nominees for Directors.
Further, the Company has agreed to take all action necessary to cause one
Director designated by Louis Dreyfus Corporation ("Dreyfus") from time to time
to be elected to the Company's Board of Directors so long as its ownership in
the Company is at least 10%. Dreyfus has designated Mr. Rich as its nominee
for Director.
Management has been informed that all nominees are willing to serve as
Directors if elected, but if any of them should decline or be unable to act as
a Director, the proxy holders will vote for the election of another person or
persons as they, in their discretion, may choose. The Board of Directors has
no reason to believe that any nominee will be unable or unwilling to serve.
The following sets forth, as to each of the nominees, such person's age,
principal occupations during recent years, and the period during which such
person has served as a Director of the Company. Nominees elected at the Annual
Meeting to serve as Directors will serve for a term of one year, until the
next annual meeting of the Company's stockholders and until their successors
have been elected and qualified.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED
BELOW.
CORTLANDT S. DIETLER, age 78, has been the Chairman of TransMontaigne since
April 1995. Mr. Dietler was Chief Executive Officer from April 1995 through
September 30, 1999. He was the founder, Chairman and Chief Executive Officer
of Associated Natural Gas Corporation, a natural gas gathering, processing and
marketing company, prior to its 1994 merger with PanEnergy Corporation, on
whose Board he served as an Advisory Director, prior to its merger with Duke
Energy Corporation. Mr. Dietler also serves as a director of Hallador
Petroleum Company, Key Production Company, Inc., Forest Oil Corporation and
Grease Monkey Holding Corporation. Industry affiliations include: Member,
National Petroleum Council; Director, American Petroleum Institute; past
Director, Independent Petroleum Association of America; Director, past
President and Life Member, Rocky Mountain Oil & Gas Association.
DONALD H. ANDERSON, age 51, was elected by the Board of Directors as a
Director of TransMontaigne on September 28, 1999 and, in addition, was
appointed Vice Chairman and Chief Executive Officer of TransMontaigne,
effective October 1, 1999. Prior to Mr. Anderson's election as a Director of
TransMontaigne, Mr. Anderson was the Executive Director and a Principal of
Western Growth Capital LLC ("WGC"), a
2
<PAGE>
Colorado-based private equity investment and consulting firm. He joined WGC in
March 1997 and assumed responsibility for the firm's private equity and
consulting services activities. Prior to joining WGC, Mr. Anderson was
Chairman, President and Chief Executive Officer of PanEnergy Services,
PanEnergy's non-jurisdictional operating subsidiary, from December 1994 until
PanEnergy's announced merger with Duke Energy Corporation in March 1997. In
that capacity, he was responsible for PanEnergy's natural gas and electric
marketing, natural gas gathering and processing, and crude oil and natural gas
liquids trading and pipeline transportation activities. During that time
period, Mr. Anderson also served as a director of TEPPCO Partners, LLP. Mr.
Anderson was previously President, Chief Operating Officer and Director of
Associated Natural Gas Corporation until its merger with PanEnergy Corporation
in 1994. Mr. Anderson serves as a director of Basin Exploration, Inc. and
Genesis Energy, LLC.
RICHARD E. GATHRIGHT, age 45, has been the President and Chief Operating
Officer of TransMontaigne since September 1996 and a Director since April
1995. From April 1995 until September 1996, Mr. Gathright was Executive Vice
President of TransMontaigne. He also serves as Chief Executive Officer of Bear
Paw Energy Inc., and President of TransMontaigne Transportation Services Inc.
and TransMontaigne Product Services Inc., the principal operating subsidiaries
of TransMontaigne, and is a director of its affiliate, Lion Oil Company. He
joined a predecessor of TransMontaigne in December 1993. From 1988 to 1993, he
served as President and Director of North American Operations in Denver,
Colorado for Aberdeen Petroleum PLC, a London-based public company engaged in
international oil and gas operations, of which he was also a member of its
Board of Directors. Prior to joining Aberdeen Petroleum PLC, Mr. Gathright
held a number of positions in the energy industry in the areas of procurement,
operations and management of oil and gas assets.
JOHN A. HILL, age 57, has been a Director of TransMontaigne since April
1995. Mr. Hill is Vice Chairman of the Board, Managing Director and founder of
First Reserve Corporation. First Reserve Corporation is an investment company
specializing in management buyouts and acquisitions in the energy and energy-
related industries, and is based in Greenwich, Connecticut. Mr. Hill is a
trustee of the Putnam Funds and is a director of Santa Fe Snyder Corporation.
BRYAN H. LAWRENCE, age 57, has been a Director of TransMontaigne since April
1991. Mr. Lawrence joined Dillon, Read & Co. Inc., an investment banking firm,
in January 1966 and served as a Managing Director until September 21, 1997
when Mr. Lawrence resigned to establish Yorktown Partners LLC to manage
Yorktown Energy Partners III, L.P. and predecessor partnerships previously
managed by Dillon, Read & Co. Inc. Mr. Lawrence also serves as a director of
Vintage Petroleum, Inc., D&K Healthcare Services, Inc., and Hallador Petroleum
Company (each a United States public company), Benson Petroleum Ltd. and
Cavell Energy Corporation (each a Canadian public company), and certain
privately-owned companies in which affiliates of Yorktown Partners LLC hold
equity interests including Meenan Oil Co., L.P., Fintube Limited Partnership,
PetroSantander Inc., Strega Energy Inc., Savoy Energy, L.P., Ricks Exploration
Inc., Concho Resources Inc. and Athanor Resources Inc.
HAROLD R. LOGAN, Jr., age 54, has been Executive Vice President/Finance,
Treasurer and a Director of TransMontaigne since April 1995. From 1985 to
1994, Mr. Logan was Senior Vice President/Finance and a Director of Associated
Natural Gas Corporation. Prior to joining Associated Natural Gas Corporation,
Mr. Logan was with Dillon, Read & Co. Inc. and Rothschild, Inc. In addition,
Mr. Logan is a director of Santa Fe Snyder Corporation, Suburban Propane
Partners, L.P. and Union Bankshares, Ltd.
WILLIAM E. MACAULAY, age 54, was elected by the Board of Directors as a
Director of TransMontaigne effective October 1, 1999, to replace and serve the
remaining term of Thomas R. Denison, who resigned as a Director effective
October 1, 1999. Mr. Macaulay is the Chairman and Chief Executive Officer of
First Reserve Corporation and has been with the firm since 1983. Mr. Macaulay
was a Director of TransMontaigne from 1995 through 1998, and currently serves
as a director of Weatherford International, Inc., National Oilwell, Inc., Cal
Dive International, Inc., Superior Energy Services, Maverick Tube Corporation,
and Pride International, Inc., in addition to First Reserve Corporation.
3
<PAGE>
EDWIN H. MORGENS, age 58, was appointed a Director of TransMontaigne in June
1996. Mr. Morgens has been Chairman of Morgens, Waterfall, Vintiadis &
Company, Inc., a financial firm, since 1970. In addition, Mr. Morgens serves
as a director of Programmer's Paradise, Inc. and Intrenet, Inc.
SIMON B. RICH, Jr., age 55, was appointed a Director of TransMontaigne on
October 31, 1998. Mr. Rich is currently President and Chief Executive Officer
of Louis Dreyfus Holding Company and Chairman of the Board of Louis Dreyfus
Natural Gas Corp. where he has been a director since 1990. Mr. Rich was Chief
Operating Officer of Duke / Louis Dreyfus LLC from 1996 until its purchase by
Duke Energy Corporation in 1997. Before his election as Chairman of Louis
Dreyfus Natural Gas in 1996, Mr. Rich served as Chief Executive Officer and
President from 1993 to 1996. Mr. Rich served as Executive Vice President of
Louis Dreyfus Energy Corp., a subsidiary of S.A. Louis Dreyfus et Cie. engaged
in energy commodity merchandising, beginning in 1990.
MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
During the fiscal year ended June 30, 1999, the Board of Directors met on
five occasions. No Director attended fewer than 80% percent of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by all committees of the Board on which he served. The Board
has Audit and Compensation Committees. In accordance with the By-laws of the
Company, the Board of Directors elects from its members the members of each
committee, who serve at the pleasure of the Board. The Board of Directors, as
a whole, is responsible for nominating Directors and has not formed a
committee for such purpose.
The Audit Committee met two times during the fiscal year ended June 30, 1999
and was composed of two non-employee Directors. The Audit Committee annually
considers the qualifications of the independent auditors of the Company and
makes recommendations to the Board on the engagement of the independent
auditors. The Audit Committee oversees and monitors the Company's independent
audit process to assure that the resources allocated to that process are
adequate and utilized effectively. The members of the Audit Committee during
the Company's fiscal year ended June 30, 1999 were Thomas R. Denison,
Chairman, and Edwin H. Morgens. The members of the Audit Committee appointed
to serve during the Company's fiscal year ending June 30, 2000 are Simon B.
Rich, Jr., Chairman, John A. Hill and Bryan H. Lawrence.
The Compensation Committee approves the salaries of the executive officers
of the Company and administers the Company's stock option plans, including the
selection of the individuals to be granted awards from among those eligible to
participate. The Company currently has three stock option plans--the
TransMontaigne Inc. Equity Incentive Plan (the "1997 Option Plan"), the
TransMontaigne Oil Company Employees' Stock Option Plan (the "1995 Option
Plan") and the Amended and Restated Employee Nonqualified Stock Option Plan
(the "1991 Option Plan"). During the Company's fiscal year ended June 30,
1999, stock options and grants of restricted stock were awarded. During the
Company's fiscal year ended June 30, 1999, the Compensation Committee acted
two times by unanimous written consent. The members of the Compensation
Committee during the Company's fiscal year ended June 30, 1999 were John A.
Hill, Chairman, and Bryan H. Lawrence. The members of the Compensation
Committee appointed to serve during the Company's fiscal year ending June 30,
2000 were initially Bryan H. Lawrence, Chairman, and Thomas R. Denison. Mr.
Denison was replaced by William E. Macaulay on October 1, 1999. A Report of
the Compensation Committee on Executive Compensation is set forth in this
Proxy Statement.
COMPENSATION OF DIRECTORS
Employee Directors receive no additional compensation for services on the
Board of Directors or Committees of the Board. Directors who are not employees
were paid an annual fee of $12,000 through June 30, 1999, which fee was
increased effective July 1, 1999, to $18,000 annually, payable quarterly in
arrears. All Directors are reimbursed for reasonable out-of-pocket expenses
incurred in attending meetings of the Board or any Committee or otherwise by
reason of their being a Director.
4
<PAGE>
MANAGEMENT
The following table sets forth the names, ages and positions of the
executive officers of TransMontaigne:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Cortlandt S. Dietler............. 78 Chairman and Director
Donald H. Anderson............... 51 Vice Chairman, Chief Executive Officer
and Director
Richard E. Gathright............. 45 President, Chief Operating Officer and
Director
Harold R. Logan, Jr.............. 54 Executive Vice President/Finance,
Treasurer and Director
Frederick W. Boutin.............. 44 Senior Vice President
Erik B. Carlson.................. 52 Senior Vice President, Corporate
Secretary and General Counsel
Rodney S. Pless.................. 38 Vice President, Controller, Chief
Accounting Officer and Chief Reporting
Officer
Robert W. Bradberry.............. 45 Senior Vice President
Executive Vice President of
TransMontaigne Product Services Inc.
Robert J. Clark.................. 54 President of Bear Paw Energy Inc.
Larry F. Clynch.................. 54 Executive Vice President of
TransMontaigne Transportation Services
Inc.
President of TransMontaigne Terminaling
Inc.
President of TransMontaigne Pipeline
Inc.
</TABLE>
See "Election of Directors" for additional information with respect to
Messrs. Dietler, Anderson, Gathright and Logan.
FREDERICK W. BOUTIN has been a Senior Vice President of TransMontaigne since
April 1995. Prior to his employment with TransMontaigne, Mr. Boutin was a Vice
President of Associated Natural Gas Corporation. Prior to joining Associated
Natural Gas Corporation in 1985, Mr. Boutin was with KPMG Peat Marwick LLP (a
predecessor to KPMG LLP).
ERIK B. CARLSON has been a Senior Vice President, Corporate Secretary and
General Counsel of TransMontaigne since January 1998. Prior to his employment
with TransMontaigne, Mr. Carlson served as Senior Vice President, General
Counsel and Corporate Secretary of Duke Energy Field Services, Inc. (formerly
Associated Natural Gas, Inc.), a wholly-owned subsidiary of Duke Energy
Corporation, since February 1983.
RODNEY S. PLESS became Vice President, Controller and Chief Accounting
Officer effective January 1, 1997, and Chief Reporting Officer of
TransMontaigne on August 1, 1999 and has been Vice President-Controller and
Treasurer of a subsidiary of TransMontaigne since April 1994. He joined a
predecessor of TransMontaigne in 1987 and has been Credit and Tax Manager,
Accounting Manager and Controller. Prior to joining TransMontaigne, Mr. Pless
was with Arthur Young & Co. (a predecessor to Ernst & Young).
ROBERT W. BRADBERRY became Senior Vice President of TransMontaigne and
Executive Vice President of TransMontaigne Product Services Inc. on September
13, 1999. Mr. Bradberry served as President of TransMontaigne Product Services
Inc. from January 1, 1997 to September 13, 1999. Mr. Bradberry joined a
predecessor of TransMontaigne in 1979 and has served in various senior
management positions since that time in the areas of supply, distribution,
transportation and marketing of petroleum products and crude oil. Mr.
Bradberry is also a director of Lion Oil Company.
ROBERT J. CLARK has been the President of Bear Paw Energy Inc. since October
31, 1996. Mr. Clark formed a predecessor of Bear Paw Energy Inc. in March 1995
and joined TransMontaigne in June 1996 when TransMontaigne acquired a majority
interest in the predecessor company. Mr. Clark was Senior Vice President
5
<PAGE>
of Snyder Oil Corporation from 1988 until June 1995. Prior to joining Snyder,
Mr. Clark was Vice President Gas Gathering, Processing and Marketing of Ladd
Petroleum Corporation, an affiliate of General Electric. Mr. Clark is a member
of the Board of Directors of Patina Oil & Gas Corporation.
LARRY F. CLYNCH became the Executive Vice President of TransMontaigne
Transportation Services Inc. on September 13, 1999 and served as the President
of TransMontaigne Transportation Services Inc. from January 1, 1997 to
September 13, 1999. Mr. Clynch has been the President of TransMontaigne
Pipeline Inc. and TransMontaigne Terminaling Inc. since January 1, 1997. Mr.
Clynch joined a subsidiary of TransMontaigne in January 1996 as Senior Vice
President of Operations. Prior to that time, Mr. Clynch was employed by Conoco
Pipe Line Company for 28 years where he most recently served as its President.
Mr. Clynch has served in numerous advisory positions with energy industry and
governmental organizations.
6
<PAGE>
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of Common Stock and Common Stock equivalents as of October 1, 1999
by each Director, by the executive officers named in the Summary Compensation
table set forth under "Executive Compensation" below, by each person known by
TransMontaigne 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 (the "SEC").
<TABLE>
<CAPTION>
Number of
Beneficial Owner Shares(1)(2) Percent of Class
---------------- ------------ ----------------
<S> <C> <C>
Cortlandt S. Dietler (3)........................ 2,209,171 7.1%
PO Box 5660
Denver, CO 80217
Donald H. Anderson.............................. 110,000 (4)
Richard E. Gathright (5)........................ 566,132 1.8%
Harold R. Logan, Jr. (6)........................ 405,808 1.3%
W. A. Sikora (7)................................ 360,171 1.2%
Robert W. Bradberry (8)......................... 169,176 (4)
Larry F. Clynch (9)............................. 83,306 (4)
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%
First Reserve Fund VII, Limited Partnership... 2,666,716 8.0%
First Reserve Fund VIII, LP................... 4,266,746 12.2%
---------- -----
(Group Total)................................. 13,217,071 35.2%
Louis Dreyfus Corporation....................... 4,351,080 14.2%
Ten Westport Road
P.O. Box 810
Wilton, CT 06897
Merrill Lynch Asset Management L.P. (11) (Group
Total)......................................... 3,860,247 12.6%
Merrill Lynch Growth Fund..................... 3,855,434 12.6%
Vencap Holdings (1987) Pte Ltd (12)............. 2,666,717 8.0%
c/o Government of Singapore Investment
Corporation
255 Shoreline Drive, Suite 600
Redwood City, CA 94065
Yorktown Partners LLC (13)
Yorktown II Company LLC....................... 88,007 (4)
Yorktown Energy Partners III, L.P............. 2,133,373 6.5%
Yorktown Partners LLC........................... 65,600 (4)
---------- -----
(Group Total)................................. 2,286,980 7.0%
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Number of Percent
Beneficial Owner Shares(1)(2) of Class
---------------- ------------ ----------------
<S> <C> <C>
Vestar Capital Partners III, L.P. (14)............ 2,133,373 6.5%
c/o Vestar Capital Partners
1225 Seventeenth Street, Suite 1660
Denver, CO 80202
Robert Fleming, Inc. (15)
Fleming US Discovery Fund III, L.P.............. 1,838,648 5.7%
Fleming US Discovery Offshore Fund III, L.P..... 294,725 (4)
---------- -----
(Group Total)................................... 2,133,373 6.5%
John A. Hill (10)................................. 13,217,071 35.2%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
Bryan H. Lawrence (13)............................ 76,625 (4)
Yorktown Partners LLC
410 Park Avenue
New York, NY 10022
William E. Macaulay (10).......................... 13,217,071 35.2%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
Edwin H. Morgens (16)............................. 253,030 (4)
Morgens, Waterfall, Vintiadis & Company, Inc.
Swiss Bank Tower
10 E. 50th Street
New York, NY 10022
Simon B. Rich, Jr. (17)........................... 4,351,080 14.2%
Louis Dreyfus Corporation
All Directors and Executive Officers as a Group
(17 Persons) (18)................................ 22,404,362 57.7%
</TABLE>
- --------
(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 (October 1, 1999)
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, 128,000 shares, 133,333 shares
and 80,004 shares issuable upon the exercise of outstanding options, the
conversion of Series A Preferred and the exercise of warrants,
respectively.
(4) Less than one percent.
(5) Includes 278,000 shares issuable upon the exercise of outstanding
options.
(6) Includes 25,000 shares, as to which Mr. Logan disclaims beneficial
ownership, owned by Chatham Foundation, a non-profit corporation of which
Mr. Logan is the President; and 93,000 shares issuable upon the exercise
of outstanding options.
(7) Includes 241,200 shares issuable upon the exercise of outstanding
options. Mr. Sikora's employment with the Company terminated effective
October 1, 1999.
(8) Includes 48,000 shares issuable upon the exercise of outstanding options.
(9) Includes 78,000 shares issuable upon the exercise of outstanding options.
8
<PAGE>
(10) Mr. Hill and Mr. Macaulay do not directly own any Common Stock. The
number of shares shown as beneficially owned by First Reserve Corporation
("First Reserve"), Mr. Hill and Mr. Macaulay consist of all the shares
owned by First Reserve Fund V, Limited Partnership, First Reserve Fund V-
2, Limited Partnership, First Reserve Fund VI, Limited Partnership, First
Reserve Fund VII, Limited Partnership and First Reserve Fund VIII, LP
(collectively the "First Reserve Funds"). Includes 4,333,332 shares of
Common Stock issuable upon conversion of Series A Preferred and 2,600,130
shares issuable upon exercise of warrants. 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 Vice Chairman and Managing Director of First
Reserve. Mr. Hill expressly disclaims beneficial ownership of these
shares. Mr. Macaulay may be deemed to have beneficial ownership of the
shares held by the First Reserve Funds because of his ownership of common
stock of First Reserve and his position as Chairman and Chief Executive
Officer of First Reserve. Mr. Macaulay expressly disclaims beneficial
ownership of these shares. Mr. Hill and Mr. Macaulay are Directors of the
Company. The address of First Reserve and the First Reserve Funds is 475
Steamboat Road, Greenwich, CT 06830.
(11) TransMontaigne has granted to Merrill Lynch Asset Management L.P. the
right to maintain its 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. The address for Merrill Lynch Asset Management, L.P. is c/o
Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, New York, NY 10381 and Merrill Lynch Growth Fund is 800 Scudders
Mill Road, Plainsboro, NJ 08536.
(12) Comprised of 1,666,667 shares of Common Stock issuable upon conversion of
Series A Preferred and 1,000,050 shares issuable upon exercise of
warrants.
(13) Yorktown Partners LLC, as investment manager to Yorktown Energy Partners
III, L.P. and as agent through an irrevocable power of attorney is deemed
to beneficially own an aggregate of 2,198,973 shares of Common Stock
comprised of 1,374,333 shares issuable upon conversion of Series A
Preferred and 824,640 shares issuable upon exercise of warrants. An
affiliate, Yorktown II Company LLC directly owns 88,007 shares of Common
Stock. Yorktown Partners LLC and Yorktown II Company LLC are affiliates
of Bryan H. Lawrence, a Director of TransMontaigne. Mr. Lawrence owns
76,625 shares individually and disclaims beneficial ownership of the
Yorktown Partners LLC and Yorktown II Company LLC shares. The address for
Yorktown Partners LLC, Yorktown II Company LLC and Yorktown Energy
Partners III, L.P. is 410 Park Avenue, New York, NY 10022.
(14) Comprised of 1,333,333 shares of Common Stock issuable upon conversion of
Series A Preferred and 800,040 shares issuable upon exercise of warrants.
(15) The shares of Common Stock held by Fleming US Discovery Fund III, L.P.
and Fleming US Discovery Offshore Fund III, L.P. (collectively the
"Fleming Funds") are comprised of 1,333,333 shares of Common Stock
issuable upon conversion of Series A Preferred and 800,040 shares
issuable upon exercise of warrants. Robert Fleming, Inc., investment
advisor to the Fleming Funds, may be deemed to have beneficial ownership
of the shares of Common Stock held by the Fleming Funds. The address of
Robert Fleming, Inc. and Fleming US Discovery Fund III, L.P. is 320 Park
Avenue, 11th Floor, New York, NY 10022. The address of Fleming US
Discovery Offshore Fund III, L.P. is c/o Bank of Bermuda, Ltd, 6 Front
Street, Hamilton, HM11, Bermuda.
(16) 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.
(17) 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.
(18) Of such 22,404,362 shares, (a) 1,096,200 represent shares issuable upon
the exercise of outstanding options, 4,466,665 represent shares issuable
upon the conversion of Series A Preferred and 2,680,134 represent shares
issuable upon the exercise of warrants, (b) 13,217,071 shares indicated
as being owned by First Reserve Corporation, Mr. Hill and Mr. Macaulay
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 17,802,037 shares.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers (collectively, the "Named Executive Officers"),
based on salary and bonus earned in the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
---------------------- ------------------------
Other All
Annual Securities Restricted Other
Name and Principal Compen- Underlying Stock Compen-
Position Year Salary(1) sation Options (#) Awards($)(2) sation(3)
- ------------------ ---- --------- ------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Cortlandt S. Dietler....... 1999 $ 180,000 $ -- 191,200 $ -- $4,846
Chairman of the Board and 1998 160,000 -- 20,000 86,250 3,200
Chief Executive Officer 1997 155,898 -- -- -- 985
Richard E. Gathright....... 1999 275,000 -- 141,200 -- 1,375
President and Chief 1998 237,115 -- 20,000 86,250 1,186
Operating Officer 1997 209,487 -- -- -- 331
W.A. Sikora (4)............ 1999 230,000 18,228 121,200 -- 3,119
Executive Vice President 1998 215,075 18,306 20,000 86,250 984
1997 167,590 23,327 -- -- 265
Robert W. Bradberry (5).... 1999 232,692 23,928 81,200 -- 4,902
Senior Vice President 1998 197,115 -- 20,000 86,250 3,942
1997 164,246 -- -- -- 1,077
Larry F. Clynch (6)........ 1999 215,001 4,758 41,200 -- 4,650
Executive Vice President, 1998 200,000 -- 20,000 86,250 3,846
TransMontaigne 1997 194,872 -- -- -- 1,231
Transportation
Services Inc.
</TABLE>
Pursuant to a separation and release agreement, W. A. Sikora's employment
with the Company terminated effective October 1, 1999. In consideration of Mr.
Sikora's years of service and certain releases and covenants contained in the
agreement, the Company has agreed to pay Mr. Sikora the sum of $390,000, plus
compensation for accrued but unused vacation and reimbursement for certain
health coverage benefits, as well as for certain moving and relocation
expenses. In addition, the Company agreed to accelerate the vesting of Mr.
Sikora's March 17, 1999 stock options and further, agreed to extend the
exercise period with respect to all stock options held by Mr. Sikora until
June 30, 2001, after which all unexercised stock options will expire.
- --------
(1) Amounts shown set forth all cash compensation earned by each of the Named
Executive Officers in the years shown, including salaries deferred under
the TransMontaigne Inc. Savings and Profit Sharing Plan (the "401(k)
Plan") pursuant to Section 401(k) of the Internal Revenue Code. No bonuses
were paid during any of the periods presented.
(2) Represents in each case a grant of 5,000 shares of restricted stock the
market price of which was $17.25 on the date of grant. At grant, each
restricted stock award vests 10% on June 1, 1998, 20% on June 1, 1999, 30%
on June 1, 2000 and 40% on June 1, 2001. All of the restricted stock
awards vested March 25, 1999 due to a change in control. As of March 25,
1999, the aggregate value of each grant was $55,000, based on the March
25, 1999 closing market price of $11.00.
(3) Amounts shown set forth the Company's matching contributions to the
Company's 401(k) Plan.
(4) The other 1999 annual compensation for Mr. Sikora consists of
reimbursements for certain housing costs of $7,256, travel expenses of
$5,604 and related income taxes on these items of $5,368. The other 1998
annual compensation for Mr. Sikora consists of reimbursements for certain
housing costs of $7,128, travel expenses of $5,787 and related income
taxes on these items of $5,391. The other 1997 annual compensation for Mr.
Sikora consists of reimbursement for certain housing costs of $7,077,
travel expenses of $9,576 and related income taxes on these items of
$6,674. Mr. Sikora's employment with the Company terminated effective
October 1, 1999.
(5) The other 1999 annual compensation for Mr. Bradberry consists of
reimbursement for certain relocation expenses of $23,928.
(6) The other 1999 annual compensation for Mr. Clynch consists of
reimbursement for certain relocation expenses of $4,758.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information about stock options granted to the
Named Executive Officers under the 1997 Option Plan in the fiscal year ended
June 30, 1999.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (10 Years)(1)
--------------------------------------------- -----------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or 5% 10%
Options Employee in Base Price Expiration Aggregate Aggregate
Name Granted(2) Fiscal Year ($/Share) Date Value(3) Value(3)
- ---- ---------- ----------- ----------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Cortlandt S. Dietler.... 183,200 8.75% $11.00 03/16/2009 $ 1,267,348 $ 3,211,710
8,000 0.38% $13.50 07/26/2008 $ 67,921 $ 172,124
Richard E. Gathright.... 133,200 6.36% $11.00 03/16/2009 $ 921,456 $ 2,335,151
8,000 0.38% $13.50 07/26/2008 $ 67,921 $ 172,124
W. A. Sikora............ 113,200 5.41% $11.00 06/30/2001 $ 783,100 $ 1,984,528
8,000 0.38% $13.50 06/30/2001 $ 67,921 $ 172,124
Robert W. Bradberry..... 73,200 3.50% $11.00 03/16/2009 $ 506,386 $ 1,283,281
8,000 0.38% $13.50 07/26/2008 $ 67,921 $ 172,124
Larry F. Clynch......... 33,200 1.59% $11.00 03/16/2009 $ 229,672 $ 582,035
8,000 0.38% $13.50 07/26/2008 $ 67,921 $ 172,124
</TABLE>
- --------
(1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as set by the SEC and are not intended to forecast
future price appreciation of the Company's Common Stock. The gains reflect
a future value based upon growth at these prescribed rates. The Company
did not use an alternative formula for a grant date valuation, an approach
which would state gains at present, and therefore lower, value. The
Company is not aware of any formula that will determine with reasonable
accuracy a present value based on future unknown or volatile factors. It
is important to note that options have value to recipients, including the
Named Executive Officers and to other option recipients, only if the stock
price advances beyond the grant date price shown in the Table during the
effective option period.
(2) These awards were made pursuant to the 1997 Option Plan. Under the 1997
Option Plan, the option price must be not less than 100% of the fair
market value of Company's Common Stock on the date the option is granted.
The fair market value of a share of Company's Common Stock is the
officially listed closing price of the Company Common Stock on the
American Stock Exchange on the date of grant. All unexercisable stock
options granted under the 1997 Option Plan become exercisable upon a
change in control. The stock options granted on March 17, 1999 have an
exercise price equal to $11.00 per share and vest 10% on March 17, 2000;
20% on March 17, 2001; 30% on March 17, 2002; and 40% on March 17, 2003,
except for those options granted to Mr. Sikora, which vested as of October
1, 1999, in connection with Mr. Sikora's termination of employment
effective October 1, 1999. The options granted July 27, 1998 have an
exercise price of $13.50 per share. The options granted on July 27, 1998
and in all prior periods vested on March 25, 1999 due to a change in
control. The 1997 Option Plan allows shares of the Company's Common Stock
to be used to satisfy any resulting Federal, state and local tax
liabilities, but does not provide for a cash payment by the Company for
income taxes payable as a result of the exercise of a stock option award.
(3) Not discounted to present value.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
There were no options exercised by any of the Named Executive Officers
during the fiscal year ended June 30, 1999. The following table provides
information with respect to the value as of June 30, 1999 of unexercised
inthemoney options held by the Named Executive Officers. The value of
unexercised in-the-money options at the fiscal year end is calculated using
the difference between the option exercise price and the fair market value of
the Company's Common Stock at June 30, 1999.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
at Fiscal Year-End (#) Fiscal Year-End ($)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Cortlandt S. Dietler........ 128,000 183,200 706,250 286,250
Richard E. Gathright........ 278,000 133,200 2,465,625 208,125
W. A. Sikora (1)............ 128,000 113,200 986,250 176,875
Robert W. Bradberry......... 48,000 73,200 141,250 114,375
Larry F. Clynch............. 78,000 33,200 391,125 51,875
</TABLE>
- --------
(1) Mr. Sikora's employment with the Company terminated effective October 1,
1999.
An option is "in the money" on a particular date if the market value of the
underlying Common Stock on that date exceeds the option exercise price.
REPORT OF THE COMPENSATION COMMITTEE
One goal of the Compensation Committee is to design the Company's executive
compensation program to enable the Company to attract, retain and motivate the
executive personnel deemed necessary to maximize return to shareholders. The
fundamental concept of the program is to align the amount of an executive's
total compensation with his contribution to the success of the Company in
creating shareholder value. The program has the following components:
Base Salaries. Base compensation for the Chief Executive Officer and the
Company's other executive officers in the fiscal year ended June 30, 1999 was
proposed by the Chief Executive Officer to the Compensation Committee. The
Chief Executive Officer arrived at his proposed compensation after
consultation with the Company's Chief Operating Officer, among others. The
factors considered in determining base compensation levels included the goals
outlined above and were evaluated by the Compensation Committee to be
consistent with competitive practices (including companies with comparable
market valuations, lines of business and/or revenues) and level of
responsibility. Salary increases were intended to reflect competitive and
economic trends, the overall financial performance of the Company and the
performance of the individual executive. Factors considered in evaluating the
Company's overall financial performance include the Company's revenues and
profits, as well as the market performance of the Company's Common Stock. The
Compensation Committee may or may not use published or private surveys to
determine levels of base compensation in the future. In addition, the
executive officers participate in the Company's 401(k) Plan, which consists of
elective employee salary reduction contributions and a Company match equal to
50% of employee contributions on the first 6% of employee compensation
contributed.
Long-Term Incentives. The Compensation Committee believes that long-term
compensation should comprise a substantial portion of each executive officer's
total compensation. Long-term compensation provides incentives that encourage
the executive officers to own and hold the Company's stock and tie their long-
term economic interests directly to those of the Company's shareholders and
rewards executives for improved performance by the Company. To date the only
long-term compensation available for use by the Compensation Committee has
been the grant of awards of stock options and shares of restricted stock. In
the fiscal year ended June 30, 1999, the Company granted awards of stock
options to the Executive Officers of the Company and, in addition, granted
awards of stock options and shares of restricted stock to certain key
employees.
12
<PAGE>
The Compensation Committee's duties include the annual review and approval
of the compensation of the Chief Executive Officer, review and determination
of individual elements of compensation for the Company's other executive
officers, administration of long-term incentive plans for management,
including the selection of the individuals to be granted awards from among
those eligible to participate.
The Compensation Committee has studied the limitation on the deductibility
of compensation for federal income tax purposes pursuant to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). The Compensation
Committee does not currently intend to award levels of compensation that
result in such limitation. The Compensation Committee may authorize
compensation in the future that results in amounts above the limit if it
determines that such compensation is in the best interests of the Company. In
addition, the limitation may affect the future grant of stock options.
Compensation Committee
John A. Hill, Chairman
Bryan H. Lawrence
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended June 30, 1999, the Compensation Committee of
the Board of Directors consisted of John A. Hill and Bryan H. Lawrence. During
the fiscal year ended June 30, 1999, there were no Compensation Committee
interlocks between the Company and any other entity.
John A. Hill, Chairman of the Compensation Committee during the fiscal year
ended June 30, 1999, and a Director of the Company, is Vice Chairman of the
Board and Managing Director of First Reserve Corporation. First Reserve
Corporation manages First Reserve Funds, the beneficial owner of 13,217,071
shares of Common Stock and Common Stock equivalents, or 35.2% of the
outstanding Common Stock and Common Stock equivalents. Bryan H. Lawrence, a
member of the Compensation Committee during the fiscal year ended June 30,
1999 and a Director of the Company, is a limited partner of Yorktown Partners
LLC. Mr. Lawrence owns 76,625 shares of Common Stock individually and Yorktown
Partners LLC, which with its affiliated entities, is the beneficial owner of
2,286,980 shares of Common Stock and Common Stock equivalents, or 7.0% of the
outstanding Common Stock and Common Stock equivalents. Mr. Lawerence was
appointed Chairman of the Compensation Committee to serve during the Company's
fiscal year ending June 30, 2000. Thomas R. Denison, who was appointed a
member of the Compensation's Committee to serve during the fiscal year ending
June 30, 2000, is a Managing Director and the General Counsel of First Reserve
Corporation. Mr. Denison resigned as a Director of the Company and as a member
of the Compensation Committee effective October 1, 1999, at which time William
E. Macaulay was elected by the Board of Directors to serve the remainder of
Mr. Denison's term as Director and to stand for election at the next annual
meeting of stockholders. Mr. Macaulay was also appointed by the Board to
replace Mr. Denison as a member of the Compensation Committee, effective
October 1, 1999.
13
<PAGE>
PERFORMANCE GRAPH
The graph set forth below provides an indicator of cumulative total
stockholder returns on an investment of $100 in shares of Common Stock as
compared to an investment of $100 in the S&P 500 Stock Index and a "peer
group" index over the period beginning April 30, 1994 and ending June 30,
1999. The Company changed its fiscal year end from April 30 to June 30 in
1998; accordingly, the fiscal year ended June 30, 1998 consists of two months.
GRAPH APPEARS HERE
<TABLE>
-------------------------------------------------------------------------
<CAPTION>
4/30/94 4/30/95 4/30/96 4/30/97 4/30/98 6/30/98 6/30/99
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
TransMontaigne $100 $ 55 $209 $536 $532 $541 $457
-------------------------------------------------------------------------
S & P 500 $100 $117 $153 $191 $270 $276 $339
-------------------------------------------------------------------------
Peer Group (1) $100 $118 $166 $215 $315 $330 $397
-------------------------------------------------------------------------
</TABLE>
- --------
(1) The peer group consists of the following issuers, each of which has been
weighted according the respective issuer's stock market capitalization at
the beginning of each period for which a return is indicated according to
SEC requirements: Buckeye Partners, L.P., TEPPCO Partners, L.P., Kaneb
Pipe Line Partners, L.P., The Williams Companies, Inc., Western Gas
Resources, Inc. and GATX Corporation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Richard E. Gathright, the President and Chief Operating Officer and a
Director of the Company, is also a Director of Lion Oil Company, in which a
65% owned subsidiary of the Company owns 18.04%. The Company purchased
$35,829,684 of refined petroleum products from and sold $11,897,235 of refined
petroleum products
14
<PAGE>
to Lion Oil Company in the year ended June 30, 1999, all of which product
purchases were made at market prices negotiated between the Company and Lion
Oil Company or through independent brokers. The Company believes the prices
paid by and to Lion Oil Company were comparable to prices that would have been
paid by and to independent third parties.
Pursuant to a private placement agreement (i) First Reserve Fund VI, Limited
Partnership and other partnerships managed by First Reserve Corporation,
Yorktown Energy Partners, L.P. and other venture capital funds managed by, and
shares owned by, officers of Dillon, Read & Co. Inc., and Waterwagon & Co.,
nominee for Merrill Lynch Growth Fund for Investment and Retirement, have the
right to require the Company to register their shares under the Securities Act
of 1933; and (ii) the Company agreed to take all action necessary to cause two
Directors designated by affiliates of First Reserve Corporation from time to
time to be elected to the Company's Board of Directors so long as their
collective ownership in the Company is at least 10%. The affiliates of First
Reserve Corporation have designated John A. Hill and William E. Macaulay as
their nominees for Directors.
Pursuant to a stock purchase agreement between the Company and Louis Dreyfus
Corporation ("Dreyfus"), the Company agreed to take all action necessary to
cause one Director designated by Dreyfus from time to time to be elected to
the Company's Board of Directors as long as its ownership in the Company is at
least 10%. Dreyfus has designated Simon B. Rich, Jr. as its nominee for
Director. Pursuant to a registration rights agreement entered into between the
Company and Dreyfus contemporaneously with the stock purchase agreement,
Dreyfus and each entity at least eighty percent owned, directly or indirectly
by S.A. Louis Dreyfus et Cie., has the right to require the Company to
register their shares under the Securities Act of 1933.
See "Compensation Committee Interlocks and Insider Participation" for a
description of additional related party transactions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and related regulations
of the SEC require the Company's executive officers and directors, and certain
persons who own more than ten percent of a registered class of the Company's
equity securities to file with the SEC and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of the Common Stock
and other equity securities of the Company. The regulations also require these
persons to furnish the Company with copies of all Section 16(a) reports they
file. Based solely on the Company's review of the copies of those reports
received and written representations from each such person who did not file an
annual report with the SEC (Form 5) that no annual report was due, the Company
believes that all filing requirements applicable to such persons have been
complied with in the fiscal year ended June 30, 1999.
RATIFICATION OF AMENDMENTS TO TRANSMONTAIGNE INC. EQUITY INCENTIVE PLAN
The TransMontaigne Inc. Equity Incentive Plan (the "1997 Option Plan") was
approved by the stockholders in 1997. The 1997 Option Plan is administered by
the Compensation Committee of the Board (the "Compensation Committee") which
is comprised of two Directors, who are both "Disinterested Persons" as that
term is defined under Rule 16b-3 of the Securities Exchange Act of 1934 (the
"Exchange Act") and outside directors for the purposes of Section 162(m) of
the Code. Subject to the terms of the 1997 Option Plan, the Compensation
Committee determines the persons to whom awards are granted, the type of
awards granted, the number of shares granted, the vesting schedule, the type
of consideration to be paid to the Company upon exercise of options and the
terms of any options. Under the 1997 Option Plan, the Company may grant to
officers, employees and consultants awards of restricted stock, stock options,
stock units, stock appreciation rights, stock bonuses or other stock based
awards, or any combination thereof. The Board of Directors believes that the
1997 Option Plan has promoted the Company's interests and those of
stockholders by providing opportunities to attract, retain and motivate key
employees through these awards and that the Company should continue to utilize
15
<PAGE>
such awards as part of a competitive compensation program and as a means to
encourage its executives to own stock in the Company. In 1997, the Company
reserved an aggregate of 1,800,000 shares of the Company's Common Stock for
issuance under the 1997 Option Plan. Since that time, partially through
acquisitions, including the merger of Louis Dreyfus Energy Corp., the number
of employees eligible to participate in the 1997 Option Plan has increased.
Accordingly, the number of shares originally reserved will not be sufficient
for the 1997 Option Plan. The Board of Directors, on March 17, 1999,
unanimously approved the amendment of Section 4.1 of the 1997 Option Plan to
(i) to increase from 1,800,000 to 3,500,000 shares the aggregate number of
authorized shares of the Company's Common Stock that may be issued under the
1997 Option Plan, and (ii) to add an "evergreen" provision, the effect of
which will be to automatically increase the number of shares available for
issuance under the 1997 Option Plan beginning on June 30, 2000 and on each
June 30 thereafter during the term of the 1997 Option Plan, a number of shares
of the Company's Common Stock equal to one percent (1%) of the total number of
issued and outstanding shares of the Company's Common Stock on the last day of
the immediately preceding fiscal year, which amendments are proposed to be
ratified hereby. There are presently 320,600 shares left in the 1997 Option
Plan for issuance inclusive of the 1,800,000 shares specifically reserved in
1997 and the 1,700,000 added by amendment unanimously approved by the Board of
Directors on March 17, 1999. The amendments should have no effect on the
administration, operation or distributions under the 1997 Option Plan, other
than providing the Company with additional shares for use under it.
A description of the 1997 Option Plan, including the changes from the
amendments to be ratified, is set forth below. The text of Section 4.1 of the
1997 Option Plan as amended is set forth in Exhibit A. The wording that would
be deleted from Section 4.1 of the 1997 Option Plan is shown in italics, and
the wording added by the amendments to be ratified is underlined. If the 1997
----------
Option Plan, as amended, is not ratified by the stockholders, the 1997 Option
Plan will be deemed amended; however, incentive stock options granted under
the 1997 Option Plan related to the additional 1,700,000 shares under the 1997
Option Plan may no longer qualify as incentive stock options under the
Internal Revenue Code and instead will be deemed to be non-qualified stock
options, and the shares of Common Stock acquired under such options, upon
exercise, would not be eligible for listing on the American Stock Exchange.
SHARES AVAILABLE UNDER THE 1997 OPTION PLAN
Subject to adjustment as provided in the 1997 Option Plan, 1,800,000 shares
of Common Stock were authorized for issuance pursuant to awards made under the
1997 Option Plan. Subsequently, by resolution unanimously adopted by the Board
of Directors on March 17, 1999, the 1997 Option Plan was further amended to
increase the number of authorized shares from 1,800,000 to 3,500,000 and added
an "evergreen" provision. Approximately 320,600 shares remain available for
awards. The number of shares issued as incentive stock options may not in the
aggregate exceed 1,800,000 shares. Currently, no single individual may be
granted awards in the aggregate for more than 1,800,000 shares in any calendar
year.
If an award is canceled or terminated, lapses unexercised or is satisfied in
cash, any unissued shares allocated to such award may be subjected again to an
award. If shares of restricted stock or stock options are reacquired by the
Company, such shares may again be subjected to an award under the 1997 Option
Plan. If the option price is paid by transferring shares of Common Stock to
the Company or if any tax withholding obligations for an award are satisfied
by transferring or relinquishing shares of Common Stock, only the net number
of shares of Common Stock will be deemed to have been issued or transferred.
The Compensation Committee may make adjustments in the price and number and
kind of shares that may be issued under the 1997 Option Plan to prevent
dilution or expansion of participants' rights in the event (i) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company or (ii) any merger, consolidation,
spin-off, reorganization, partial or complete liquidation or other
distribution of assets, issuance of warrants or other rights to purchase
securities or any other corporate transaction or event having a similar
effect. In addition, the Compensation Committee may make adjustments in the
maximum number of shares of Common Stock specified for issuance under the 1997
Option Plan in order to effect any of the foregoing transactions or events.
16
<PAGE>
The Common Stock of the Company is traded on the American Stock Exchange,
and on October 14, 1999, the closing price was $11.875.
PARTICIPATION
The 1997 Option Plan provides that awards may be made to employees of the
Company and consultants to the Company who are responsible for the Company's
growth and profitability. The Company currently considers all employees and
consultants to be eligible for grants of awards under the 1997 Option Plan. As
of October 1, 1999, the Company had 629 employees and no consultants.
Directors who are not employees are not eligible.
ADMINISTRATION
The 1997 Option Plan is administered by the Company's Compensation
Committee. The Compensation Committee must be structured at all times so that
it satisfies the "non-employee director" requirement of Rule 16b-3 under the
Exchange Act. The Compensation Committee has the sole discretion to determine
the employees and consultants to whom awards may be granted under the 1997
Option Plan and the manner in which such awards will vest. Options, stock
appreciation rights, restricted stock and stock units are granted by the
Compensation Committee to employees and consultants in such numbers and at
such times during the term of the 1997 Option Plan as the Compensation
Committee shall determine, except that the maximum number of shares subject to
one or more options or stock appreciation rights that can be granted during
any calendar year to any employee or consultant is 1,800,000 shares of Common
Stock, and except that incentive options may be granted only to employees. In
granting options, stock appreciation rights, restricted stock and stock units,
the Compensation Committee will take into account such factors as it may deem
relevant in order to accomplish the 1997 Option Plan's purposes, including one
or more of the following: the duties of the respective employees and
consultants and their present and potential contributions to the Company's
success.
EXERCISE OF OPTIONS
The Compensation Committee determines the exercise price for each option;
however, incentive stock options must have an exercise price that is at least
equal to the fair market value of the Common Stock on the date the incentive
stock option is granted (at least equal to 110% of fair market value in the
case of an incentive stock option granted to an employee who owns Common Stock
having more than 10% of the voting power). An option holder may exercise an
option by written notice and payment of the exercise price (i) in cash or
certified funds, (ii) by the surrender of a number of shares of Common Stock
already owned by the option holder for at least six months with a fair market
value equal to the exercise price, or (iii) through a broker's transaction by
directing the broker to sell all or a portion of the Common Stock to pay the
exercise price or make a loan to the option holder to permit the option holder
to pay the exercise price. In addition, in the sole discretion of the
Compensation Committee, the Company may guaranty a third-party loan obtained
by the option holder to pay the exercise price; provided that the loan or the
Company's guaranty is secured by the shares purchased. Option holders who are
subject to the withholding of federal and state income tax as a result of
exercising an option may satisfy the income tax withholding obligation through
the withholding of a portion of the Common Stock to be received upon exercise
of the option.
TERM OF OPTIONS; TERMINATION OF EMPLOYMENT OR SERVICES
The Compensation Committee determines the period during which the option may
be exercised (the "Option Term"), which may not be longer than ten years (five
years in the case of an incentive option granted to an employee who owns
Common Stock having more than 10% of the voting power). If the option holder's
services are terminated for cause, the option terminates immediately. If the
option holder terminates other than on account of cause, death, or disability,
the option can be exercised for three months after termination. If the option
holder dies within the Option Term or in the three months following
termination of employment or consulting services, the option can be exercised
for one year following death. If the option holder terminates on account of
disability, the option can be exercised for one year following termination. In
all cases, the option can
17
<PAGE>
only be exercised during the Option Term and only to the extent that the
option had become vested prior to termination.
REPLACEMENT OPTIONS
The Compensation Committee may, in its sole discretion, grant a replacement
option to an option holder who pays all or a portion of the exercise price or
a portion of any required tax withholding with Common Stock that has been held
for a period determined by the Compensation Committee, but not shorter than
six months. Such replacement option would cover the number of shares of Common
Stock used to pay the exercise price or tax withholding.
OTHER AWARDS
The Compensation Committee may award an employee or consultant a number of
shares of restricted stock determined by the Compensation Committee in its
sole discretion. A restricted stock award is subject to such restrictions,
including continuous employment with the Company or an affiliate of the
Company for a stated period of time or the attainment of performance goals and
objectives, as determined by the Compensation Committee in its sole
discretion. The restrictions can vary among grantees and awards.
The Compensation Committee may grant a stock appreciation right either in
connection with an option, either at the time of grant or by amendment, or
separate from an option. Each stock appreciation right shall entitle the
holder to receive from the Company, upon exercise, either (i) an amount equal
to the excess of the fair market value of one share of Common Stock over the
fair market value per share on the date of grant times the number of shares as
to which the stock appreciation right is exercised, or (ii) an amount
determined on the basis of such factors as may be specified by the
Compensation Committee at the time of the grant of the stock appreciation
right. If the stock appreciation right was issued in connection with the grant
of an option, the number of shares as to which the stock appreciation right is
exercised shall reduce, on a share-per-share basis, the number of shares
thereafter subject to the option. Payment shall be made in shares of Common
Stock valued at fair market value, or in cash, or partly in shares and partly
in cash, all as shall be determined by the Compensation Committee. The
Compensation Committee may permit the holder to pay amounts due under
applicable withholding tax laws upon receipt of shares of Common Stock by
authorizing the Company to withhold or accept shares of Common Stock.
From time to time, the Compensation Committee may grant stock units to
employees and consultants. The Compensation Committee will determine the
number of stock units to be granted, the goals and objectives to be satisfied,
the time and manner of payment, and other terms and conditions of stock units.
The Compensation Committee may, in its sole discretion, establish other
incentive compensation arrangements subject to the 1997 Option Plan pursuant
to which employees and consultants may acquire Common Stock or provide that
other incentive compensation will be paid in Common Stock under the 1997
Option Plan.
TRANSFERABILITY OF AWARDS
Options, stock appreciation rights, stock units and restricted stock awards
granted under the 1997 Option Plan are not transferable other than by will or
by the laws of descent and distribution.
CHANGE IN CONTROL
All awards granted under the 1997 Option Plan shall immediately vest upon
any "change in control" of the Company. A "change in control" occurs (a) if
more than 40% of the Company's voting stock is acquired, or (b) if, at any
time during a period of three consecutive years (not including any period
before the effective date of the 1997 Option Plan), persons who were the
majority of the board at the beginning of such period (and any new directors
whose election by the board or whose nomination for election by the
stockholders was approved by a
18
<PAGE>
vote of at least two-thirds of the directors who were directors at the
beginning of the period or whose election or nomination was previously so
approved) cease for any reason to be a majority of the board, or (c) the
Company's stockholders approve a merger or consolidation of the Company, other
than a merger or consolidation resulting in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by conversion into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or the surviving entity outstanding immediately
after the merger or consolidation or the Company's stockholder's approve a
plan of complete liquidation of the Company or the sale or disposition of all
or substantially all of the Company's assets.
MERGER AND REORGANIZATION
Unless the Compensation Committee provides otherwise, prior to and as a
condition to the effectiveness of (i) an exchange or conversion of the Common
Stock into securities of another corporation, (ii) the consolidation or merger
of TransMontaigne (other than a merger that does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock), or (iii) a sale or conveyance of all or substantially all of
the assets of TransMontaigne, the surviving or resulting entity must provide
for the conversion of outstanding Options and other Awards into the right to
purchase or to receive the kind and amount of stock, other securities, cash
and other property that would have been received by a holder of the number of
shares of Common Stock subject to the Option or other Award immediately prior
to the transaction. The holders of converted Options and Awards have the same
rights of election as to the amount of stock, securities, cash and other
property receivable as a stockholder had with respect to the transaction.
AMENDMENT AND TERMINATION
The Board may amend the 1997 Option Plan in any respect at any time provided
shareholder approval is obtained when necessary or desirable, but no amendment
can impair any option, stock appreciation rights, awards or units previously
granted or deprive an option holder, without his or her consent, of any Common
Stock previously acquired. The 1997 Option Plan will terminate on August 27,
2007 unless sooner terminated by the Board.
FEDERAL INCOME TAX CONSEQUENCES OF EXERCISE OF OPTIONS UNDER THE 1997 OPTION
PLAN
When a non-qualified stock option is granted, there are no income tax
consequences for the option holder or the Company. When a non-qualified stock
option is exercised, in general, the option holder recognizes compensation
equal to the excess of the fair market value of the Common Stock on the date
of exercise over the exercise price. If, however, the sale of the Common Stock
at a profit would subject the option holder to liability under Section 16(b)
of the Exchange Act ("Section 16(b)"), the option holder will recognize
compensation income equal to the excess of (i) the fair market value of the
Common Stock on the earlier of the date that is six months after the date of
exercise or the date the option holder can sell the Common Stock without
Section 16(b) liability over (ii) the exercise price. The option holder can
make an election under Section 83(b) of the Code to measure the compensation
as of the date the non-qualified option is exercised. The compensation
recognized by an employee is subject to income tax withholding. The Company is
entitled to a deduction equal to the compensation recognized by the option
holder for the Company's taxable year that ends with or within the taxable
year in which the option holder recognized the compensation, assuming the
compensation amounts satisfy the ordinary and necessary and reasonable
compensation requirements for deductibility.
When an incentive stock option is granted, there are no income tax
consequences for the option holder or the Company. When an incentive option is
exercised, the option holder does not recognize income and the Company does
not receive a deduction. The option holder, however, must treat the excess of
the fair market value of the Common Stock on the date of exercise over the
exercise price as an item of adjustment for purposes of the alternative
minimum tax. If the option holder makes a "disqualifying disposition" of the
Common Stock (described below) in the same taxable year the incentive stock
option was exercised, there are no alternative minimum tax consequences.
19
<PAGE>
If the option holder disposes of the Common Stock after the option holder
has held the Common Stock for at least two years after the incentive stock
option was granted and one year after the incentive stock option was
exercised, the amount the option holder receives upon the disposition over the
exercise price is treated as long-term capital gain for the option holder. The
Company is not entitled to a deduction. If the option holder makes a
"disqualifying disposition" of the Common Stock by disposing of the Common
Stock before it has been held for at least two years after the date the
incentive option was granted and one year after the date the incentive option
was exercised, the option holder recognizes compensation income equal to the
excess of (i) the fair market value of the Common Stock on the date the
incentive option was exercised or, if less, the amount received on the
disposition over (ii) the exercise price. At present, the Company is not
required to withhold income or other taxes. The Company is entitled to a
deduction equal to the compensation recognized by the option holder for the
Company's taxable year that ends with or within the taxable year in which the
option holder recognized the compensation, assuming the compensation amounts
satisfy the ordinary and necessary and reasonable compensation requirements
for deductibility.
The 1997 Option Plan provides that option holders are responsible for making
appropriate arrangements with the Company to provide for any additional
withholding amounts. Furthermore, the Company shall have no obligation to
deliver shares of Common Stock upon the exercise of any options, stock
appreciation rights, awards or units under the 1997 Option Plan until all
applicable federal, state and local income and other tax withholding
requirements have been satisfied.
The additional 1,700,000 shares that have been authorized for issuance under
the 1997 Option Plan, and for which the Board of Directors are requesting the
stockholders to ratify their amendment to the 1997 Option Plan, have not been
allocated to any particular employee or non-employee group. The Board of
Directors relied on part of the additional 1,700,000 shares when granting
incentive and non-qualified stock options and restricted stock to employees in
March, August and September 1999, all with an exercise price or grant price of
$11.00 per share. As of October 1, 1999 approximately 1,379,400 shares of the
additional 1,700,000 shares authorized for issuance have been granted as stock
options or restricted stock. The following table provides a summary of the
grants that partially relied upon the additional 1,700,000 authorized shares
of the Company's Common Stock available for issuance under the 1997 Option
Plan.
20
<PAGE>
Summary of March, August and September 1999 Grants under the 1997 Option Plan
<TABLE>
<CAPTION>
Number of
Name and Principal Position Units
- --------------------------- ---------
<S> <C>
Cortlandt S. Dietler................................................ 183,200
Chairman and Director (1)
Donald H. Anderson.................................................. 100,000
Chief Executive Officer, Vice Chairman and Director (2)
Richard E. Gathright................................................ 133,200
President, Chief Operating Officer and Director
W. A. Sikora (3).................................................... 113,200
Robert W. Bradberry................................................. 73,200
Senior Vice President
Executive Vice President,
TransMontaigne Product Services Inc.
Larry F. Clynch..................................................... 33,200
Executive Vice President,
TransMontaigne Transportation Services Inc.
President, TransMontaigne Terminaling Inc.
President, TransMontaigne Pipeline Inc.
Executive Group (11 persons)........................................ 1,212,100
Non-Executive Director Group (5 persons)............................ 0
Non-Executive Officer Employee Group................................ 879,800
</TABLE>
- --------
(1) Mr. Dietler was Chief Executive Officer from April 1995 through September
30, 1999.
(2) Mr. Anderson was appointed Vice Chairman and Chief Executive Officer
effective October 1, 1999.
(3) Mr. Sikora's employment with the Company terminated effective October 1,
1999.
The Company is asking the stockholders to ratify these amendments, as
described above. The affirmative vote of a majority of the shares voting on
this proposal is needed in order to do so; abstentions and broker non-votes
will not be counted as being voted on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG LLP, certified
public accountants, to serve as the Company's independent auditors for the
fiscal year ending June 30, 2000.
Ratification of the appointment of KPMG LLP as the Company's independent
auditors requires the affirmative vote of the holders of a majority of the
shares voting at the meeting. KPMG LLP was the Company's independent auditor
for the year ended June 30, 1999. KPMG LLP has informed the Company that it
has no direct financial interest or any material indirect financial interest
in the Company, and has had no connection with the Company in the capacity of
promoter, underwriter, voting trustee, Director, officer or employee. In the
event the stockholders do not ratify the appointment of KPMG LLP as the
Company's independent auditors, the Company may reconsider its choice of
independent auditors.
The Company anticipates that a representative of KPMG LLP will be present at
the Annual Meeting. Such representative will have an opportunity to make a
statement, if such representative desires to do so, and will be available to
respond to appropriate questions.
21
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2000.
ANNUAL REPORT
THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE
30, 1999 ACCOMPANIES THIS PROXY STATEMENT AND WAS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE 1999 ANNUAL REPORT, WHICH INCLUDES
AUDITED FINANCIAL STATEMENTS, DOES NOT FORM ANY PART OF THE MATERIALS FOR THE
SOLICITATION OF PROXIES. STOCKHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A
COPY OF THE COMPANY'S ANNUAL REPORT (WITHOUT EXHIBITS) ON FORM 10-K SHOULD
ADDRESS A WRITTEN REQUEST TO ERIK B. CARLSON, SECRETARY, TRANSMONTAIGNE INC.,
370 17TH STREET, SUITE 2750, DENVER, COLORADO 80202. THE COMPANY WILL PROVIDE
COPIES OF THE EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K UPON PAYMENT OF A
REASONABLE FEE.
STOCKHOLDER PROPOSALS AND OTHER MATTERS
Any proposal intended to be presented by a stockholder at the 2000 Annual
Meeting of Stockholders must be received by the Secretary of the Company at
the Company's principal office no later than June 28, 2000 in order to be
considered for inclusion in the Company's Proxy Statement and form of Proxy
for that meeting. For any proposal a stockholder wishes to bring before the
2000 Annual Meeting of Stockholders but for which such stockholder does not
seek to have a written proposal included in the Company's Proxy Statement
relating to such meeting, if the Company does not receive notice of such
proposal on or prior to June 28, 2000, the proxies solicited on behalf of the
Company's Board of Directors will confer discretionary authority to vote with
respect to such proposal.
The Board of Directors knows of no other business to be presented at the
Annual Meeting, but if other matters do properly come before the Annual
Meeting, it is intended that the persons named in the proxies will have
discretionary authority to vote the shares thereby represented in accordance
with their best judgment.
THE ENCLOSED PROXY SHOULD BE COMPLETED, DATED, SIGNED AND RETURNED IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. PROMPT MAILING OF THE PROXY WILL BE
APPRECIATED.
By Order of the Board of Directors
/s/ Erik B. Carlson
Erik B. Carlson
Secretary
October 28, 1999
22
<PAGE>
EXHIBIT A
TEXT OF THE AMENDMENT TO THE
TRANSMONTAIGNE INC. EQUITY INCENTIVE PLAN
4.1 Number of Shares. The number of Shares that are authorized for issuance
under the Plan and in accordance with the provisions of the Plan and subject
to such restrictions or other provisions as the Committee may from time to
time deem necessary shall not exceed (1,800,000 is shown in italics) 3,500,000,
---------
subject to the provisions regarding changes in capital described below.
Beginning June 30, 2000 and on each June 30 thereafter during the term of the
- -----------------------------------------------------------------------------
Plan, a number of Shares of Stock equal to one percent (1%) of the total number
- -------------------------------------------------------------------------------
of issued and outstanding Shares of Stock as of the last day of the immediately
- -------------------------------------------------------------------------------
preceding fiscal year (June 30) shall be added to the number of Shares that are
- ---------------------------------------------------------------------
authorized for issuance under the Plan. The maximum number of Shares with
- ---------------------------------------
respect to which a Participant may receive Options and Stock Appreciation
Rights under the Plan in any calendar year is 1,800,000 Shares. The limitation
set forth in the preceding sentence shall be applied in a manner that will
permit compensation resulting from Options and Stock Appreciation Rights
granted under the Plan to constitute "performance based" compensation for
purposes of section 162(m) of the Code, including, without limitation,
counting against the annual maximum number of Shares, to the extent required
under section 162(m) of the Code and applicable interpretive authority
thereunder, any Shares subject to Options or Stock Appreciation Rights that
are canceled and repriced. The Shares may be either authorized and unissued
Shares or previously issued Shares acquired by TransMontaigne. This
authorization may be increased from time to time by approval of the Board and
by the stockholders of TransMontaigne if, in the opinion of counsel for
TransMontaigne, stockholder approval is required. Shares of Stock that may be
issued upon exercise of Options or Stock Appreciation Rights, that are issued
as Restricted Stock Awards or Stock Bonuses, that are issued with respect to
Stock Units, and that are issued as incentive compensation or other Stock
grants under the Plan shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan. TransMontaigne shall at all times
during the term of the Plan and while any Options or Stock Units are
outstanding retain as authorized and unissued Stock at least the number of
Shares from time to time required under the provisions of the Plan, or
otherwise assure itself of its ability to perform its obligations hereunder.
<PAGE>
P R O X Y
TRANSMONTAIGNE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1999 ANNUAL MEETING OF STOCKHOLDERS
November 18, 1999
The undersigned stockholder of TRANSMONTAIGNE INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated October 28, 1999, and hereby appoints Richard E.
Gathright and Erik B. Carlson, and each of them, proxies and attorneys-in-fact,
with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the 1999 Annual Meeting of
Stockholders of TRANSMONTAIGNE INC. to be held on November 18, 1999 at
9:00 a.m., Denver Time, in the Central City Room at the Brown Palace Hotel, 321
17th Street, Denver, Colorado and at any adjournment or postponement thereof,
and to vote all shares of Common Stock or Common Stock equivalents which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse side.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
DETACH HERE
[X] Please mark votes as in this example
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF THE
AMENDMENTS TO SECTION 4.1 OF THE TRANSMONTAIGNE INC. EQUITY INCENTIVE PLAN, AND
FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2000 AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
1. Election of nine Directors:
Nominees: Cortlandt S. Dietler, Donald H. Anderson, Richard E. Gathright, John
A. Hill, Bryan H. Lawrence, Harold R. Logan, Jr., William E. Macaulay, Edwin H.
Morgens and Simon B. Rich, Jr.
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[_] [_]
[_] ----------------------------------------------------
To withhold authority to vote for any Nominee(s), check the box and write
such Nominee(s) name(s) above.
2. Proposal to ratify amendments to Section 4.1 of the TransMontaigne Inc.
Equity Incentive Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Proposal to ratify the appointment of KPMG LLP as the Company's independent
auditors for the fiscal year ending June 30, 2000.
FOR AGAINST ABSTAIN
[_] [_] [_]
And, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
Signature:_____________________________ Date: _______________
Signature:_____________________________ Date: _______________
MARK HERE FOR ADDRESS CHANGE [_]
AND NOTE BELOW
