UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2006
TRANSMONTAIGNE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware | | 001-32505 | | 34-2037221 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
| | | | |
1670 Broadway, Suite 3100, Denver, CO 80202 |
(Address of principal executive offices) |
|
Registrant’s telephone number, including area code: 303-626-8200 |
|
Not Applicable |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2006, the executive officers and non-employee directors of TransMontaigne GP L.L.C. (“TransMontaigne GP”), our general partner, were awarded 28,000 phantom units, in the aggregate, under the TransMontaigne Services, Inc. Long-Term Incentive Plan as follows:
Names | | Title | | Number of Phantom Units | |
| | | | | |
Donald H. Anderson | | Chairman of the Board and Chief Executive Officer | | 5,000 | |
| | | | | |
William S. Dickey | | Executive Vice President, Chief perating Officer and Director | | 5,000 | |
| | | | | |
Randall J. Larson | | Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Director | | 5,000 | |
| | | | | |
Frederick W. Boutin | | Senior Vice President and Treasurer | | 2,500 | |
| | | | | |
Erik B. Carlson | | Senior Vice President, Corporate Secretary and General Counsel | | 2,500 | |
| | | | | |
Jerry R. Masters | | Non-employee Director | | 2,000 | |
| | | | | |
David A. Peters | | Non-employee Director | | 2,000 | |
| | | | | |
Dr. Dale Shaffer | | Non-employee Director | | 2,000 | |
| | | | | |
Rex L. Utsler | | Non-employee Director | | 2,000 | |
The phantom units will automatically be replaced on a one-for-one basis with our common units, as the common units are acquired in the open market by the plan. The phantom units vest in four equal annual installments commencing on the first anniversary of the grant date. A copy of the TransMontaigne Services, Inc. Long-Term Incentive Plan and the form of the employee award agreement and form of non-employee director award agreement are filed as exhibits 10.1, 10.2 and 10.3 to this report and incorporated herein by reference.
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | |
10.1 | | TransMontaigne Services Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Annual Report of TransMontaigne Partners L.P. on Form 10-K dated June 30, 2005 filed with the SEC on September 13, 2005. |
| | |
10.2 | | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Award Agreement.* |
| | |
10.3 | | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Award Agreement.* |
* Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRANSMONTAIGNE PARTNERS L.P. |
| |
| By: | TransMontaigne GP L.L.C.,
its general partner |
| |
Date: April 6, 2006 | By: | /s/ Erik B. Carlson |
| | Erik B. Carlson, Senior Vice President,
Corporate Secretary and General Counsel |
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Exhibit Index
Exhibit No. | | Description |
| | |
10.1 | | TransMontaigne Services Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Annual Report of TransMontaigne Partners L.P. on Form 10-K dated June 30, 2005 filed with the SEC on September 13, 2005). |
| | |
10.2 | | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Award Agreement.* |
| | |
10.3 | | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Award Agreement.* |
* Filed herewith
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