UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
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 Tabor
Room of the Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado, on
Tuesday, November 14, 2000, at 9:00 a.m., Denver Time, for the following
purposes:
1. To elect eight 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, Peter
B. Griffin, John A. Hill, Bryan H. Lawrence, Harold R. Logan, Jr.,
William E. Macaulay and Edwin H. Morgens;
2. To ratify the appointment of KPMG LLP as the independent auditors of the
Company for the fiscal year ending June 30, 2001; and
3. 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 2000
Annual Report accompanies the Proxy Statement.
The Board of Directors has fixed the close of business on September 29,
2000, 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 13, 2000
(Approximate mailing date of proxy materials)
PLACE AND TIME OF ANNUAL MEETING
TABOR ROOM
BROWN PALACE HOTEL
321 SEVENTEENTH STREET
DENVER, COLORADO
Tuesday, November 14, 2000, 9:00 a.m. Denver Time
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 13, 2000 to stockholders of record on September 29, 2000 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 2000 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
Tuesday, November 14, 2000, at 9:00 a.m., Denver Time, in the Tabor 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 September 29, 2000, 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 30,982,524 shares of
Common Stock and 170,115 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 proxy
card, the shares will be considered votes FOR the election of the nominees for
Director, and FOR the ratification
of the appointment of KPMG LLP as the independent auditors for the Company for
the fiscal year ending June 30, 2001. 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, 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 is one vacancy. 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. Griffin 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 79, has been the Chairman of TransMontaigne since
April 1995. Mr. Dietler was Chief Executive Officer from April 1995 through
September 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 Carbon Energy
Corporation, Forest Oil Corporation, Hallador Petroleum Company and Key
Production Company, Inc. Industry affiliations include: Member, National
Petroleum Council; Director, American Petroleum Institute; past Director,
Independent Petroleum Association of America; and Director, past President and
Life Member, Rocky Mountain Oil & Gas Association.
Donald H. Anderson, age 52, has been a Director of TransMontaigne, as well
as Vice Chairman and Chief Executive Officer since October 1, 1999. On January
4, 2000, Mr. Anderson was appointed President of TransMontaigne. Mr. Anderson
was the Executive Director and a Principal of Western Growth Capital LLC
("WGC"), a 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-
2
jurisdictional operating subsidiary, from December 1994 until PanEnergy's
announced merger with Duke Energy Corporation in March 1997. 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.
Peter B. Griffin, age 55, was elected to the Board of Directors of
TransMontaigne effective July 1, 2000 to replace and serve the remaining term
of Simon B. Rich, who resigned as a Director effective June 30, 2000. Mr.
Griffin is President of Louis Dreyfus Corporation ("Dreyfus"), having been
appointed to that position in 1998. Mr. Griffin served as Executive Vice
President of Dreyfus from 1995 to 1998. Mr. Griffin joined Dreyfus in 1976 as
Corporate Controller and subsequently held various administrative and
financial positions in both the energy and agricultural business segments.
Prior to joining Dreyfus, Mr. Griffin was an accountant with Arthur Young &
Company.
John A. Hill, age 58, 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
Chairman of the Board of Trustees of the Putnam Funds and is a director of
Devon Energy Corporation.
Bryan H. Lawrence, age 58, has been a Director of TransMontaigne since April
1995. 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., Hallador Petroleum
Company and Carbon Energy Corporation (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.,
PetroSantander Inc., Savoy Energy, L.P., Ricks Exploration Inc., Concho
Resources Inc., Athanor Resources Inc., Camden Resources, Inc. and Crosstex
Energy Holdings Inc.
Harold R. Logan, Jr., age 55, has been Executive Vice President, Chief
Financial Officer, 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 Suburban Propane
Partners, L.P. and Union Bankshares, Ltd.
William E. Macaulay, age 55, has been a Director of TransMontaigne since
October 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.,
Pride International, Inc., Superior Energy Services, Maverick Tube
Corporation, and Grant Prideco. Inc.
Edwin H. Morgens, age 59, was appointed a Director of TransMontaigne in June
1996. Mr. Morgens has been Chairman of Morgens, Waterfall, Vintiadis &
Company, Inc., an investment management firm, since 1970. In addition, Mr.
Morgens serves as a Director of Programmer's Paradise, Inc. and Intrenet, Inc.
Meetings and Certain Committees of the Board
During the fiscal year ended June 30, 2000, the Board of Directors met on
four 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.
3
The Audit Committee met four times during the fiscal year ended June 30, 2000
and was composed of three 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, 2000 were Simon B. Rich, Jr.,
Chairman, Bryan H. Lawrence and John A. Hill. The members of the Audit
Committee appointed to serve during the Company's fiscal year ending June 30,
2001 are Bryan H. Lawrence, Chairman, John A. Hill and Peter B. Griffin.
The Compensation Committee is composed entirely of non-employee Directors
and approves the salaries of the executive officers of the Company and
administers the Company's equity incentive plans, including the selection of
the individuals to be granted awards from among those eligible to participate.
The Company currently has three equity incentive 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, 2000, stock options and grants
of restricted stock were awarded. During the Company's fiscal year ended June
30, 2000, the Compensation Committee acted seven times by unanimous written
consent. The members of the Compensation Committee during the Company's fiscal
year ended June 30, 2000 were Thomas R. Denison, Bryan H. Lawrence, William E.
Macaulay and Edwin H. Morgens. The members of the Compensation Committee at
June 30, 2000 were Mr. Lawrence, Chairman, and Mr. Morgens. The members of the
Compensation Committee appointed to serve during the Company's fiscal year
ending June 30, 2001 are Bryan H. Lawrence, Chairman, and Edwin H. Morgens. 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 $18,000 through June 30, 2000, 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
MANAGEMENT
The following table sets forth the names, ages and positions of the
executive officers of TransMontaigne:
Name Age Position
---- --- --------
Cortlandt S. Dietler................ 79 Chairman and Director
Donald H. Anderson.................. 52 Vice Chairman, Chief Executive
Officer, President and Director
Harold R. Logan, Jr................. 55 Executive Vice President, Chief
Financial Officer, Treasurer and
Director
William S. Dickey................... 42 Executive Vice President
Frederick W. Boutin................. 45 Senior Vice President
Erik B. Carlson..................... 53 Senior Vice President, Corporate
Secretary and General Counsel
Larry F. Clynch..................... 55 President of TransMontaigne
Terminaling Inc.
President of TransMontaigne Pipeline
Inc.
See "Election of Directors" for additional information with respect to
Messrs. Dietler, Anderson and Logan.
William S. Dickey was appointed Executive Vice President of TransMontaigne
on May 26, 2000. Prior to his employment with TransMontaigne, Mr. Dickey was a
Vice President of TEPPCO from January 1999 until May 2000. Prior to joining
TEPPCO, Mr. Dickey was a Vice President and Chief Financial Officer of Duke
Energy Field Services from 1994 to 1998.
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.
Larry F. 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.
5
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of Common Stock and Common Stock equivalents as of September 1, 2000
by each Director, by each individual serving as an executive officer as of
September 1, 2000 and who is 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 those serving as executive officers as of September 1, 2000 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").
Number of
Beneficial Owner Shares (1)(2) Percent of Class
---------------- ------------- ----------------
Cortlandt S. Dietler (3)....................... 2,227,491 7.1%
PO Box 5660
Denver, CO 80217
Donald H. Anderson (4)......................... 155,000 (5)
Harold R. Logan, Jr. (6)....................... 433,444 1.4%
William S. Dickey.............................. 50,000 (5)
Erik B. Carlson (7)............................ 168,743 (5)
Larry F. Clynch (8)............................ 86,929 (5)
First Reserve Corporation (9)
First Reserve Fund VI, Limited Partnership... 4,488,292 14.5%
First Reserve Fund VII, Limited Partnership.. 2,666,716 7.9%
First Reserve Fund VIII, LP.................. 4,266,746 12.1%
----------
(Group Total)................................ 11,421,754 30.l%
Louis Dreyfus Corporation...................... 4,351,080 14.0%
Ten Westport Road
P.O. Box 810
Wilton, CT 06897
Merrill Lynch Asset Management L.P. (10) (Group 3,856,014 12.4%
Total)........................................
Merrill Lynch Growth Fund.................... 3,848,434 12.4%
Vencap Holdings (1987) Pte Ltd (11)............ 2,666,717 7.9%
c/o Government of Singapore Investment
Corporation
255 Shoreline Drive, Suite 600
Redwood City, CA 94065
Yorktown Partners LLC (12)
Yorktown Energy Partners III, L.P............ 2,133,373 6.4%
Yorktown Partners LLC........................ 65,600 (5)
----------
(Group Total)................................ 2,198,973 6.6%
Vestar Capital Partners III, L.P. (13)......... 2,133,373 6.4%
c/o Vestar Capital Partners
1225 Seventeenth Street, Suite 1660
Denver, CO 80202
Robert Fleming, Inc. (14)
Fleming US Discovery Fund III, L.P........... 1,838,648 5.6%
Fleming US Discovery Offshore Fund III,
L.P......................................... 294,725 (5)
----------
(Group Total)................................ 2,133,373 6.4%
6
Number of
Beneficial Owner Shares (1)(2) Percent of Class
---------------- ------------- ----------------
John McStay Investment Counsel L.P. (15)....... 1,583,724 5.1%
5949 Sherry Lane
Dallas, Texas 75225
John A. Hill (16).............................. 11,429,944 30.1%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
Bryan H. Lawrence (12)......................... 77,246 (5)
Yorktown Partners LLC
410 Park Avenue
New York, NY 10022
William E. Macaulay (16)....................... 11,428,675 30.1%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
Edwin H. Morgens (17).......................... 253,030 (5)
Morgens, Waterfall, Vintiadis & Company, Inc.
Swiss Bank Tower
10 E. 50th Street
New York, NY 10022
Peter B. Griffin (18).......................... 4,351,080 14.0%
Louis Dreyfus Corporation
All Directors and Executive Officers as a Group 19,744,819 50.9%
(17 Persons) (19).............................
- --------
(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 (September 1,
2000) 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, 146,320 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) Includes 25,000 shares issuable upon the exercise of outstanding options.
(5) Less than one percent.
(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 100,320 shares issuable upon the exercise
of outstanding options.
(7) Includes 87,790 shares issuable upon the exercise of outstanding options.
Includes 550 shares held in an IRA for Mr. Carlson's spouse, and 840
shares and 725 shares held in trust for Mr. Carlson's son and daughter,
respectively, all of which Mr. Carlson disclaims beneficial ownership.
(8) Includes 81,320 shares issuable upon the exercise of outstanding options.
(9) The number of shares shown as beneficially owned by First Reserve
Corporation ("First Reserve") consist of all the shares owned by 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. The address of First
Reserve and the First Reserve Funds is 475 Steamboat Road, Greenwich, CT
06830.
(10) 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.
(11) 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.
7
(12) 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. Yorktown
Partners LLC is an affiliate of Bryan H. Lawrence, a Director of
TransMontaigne. Mr. Lawrence owns 77,246 shares individually and
disclaims beneficial ownership of the Yorktown Partners LLC shares. The
address for Yorktown Partners LLC and Yorktown Energy Partners III, L.P.
is 410 Park Avenue, New York, NY 10022.
(13) 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.
(14) 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.
(15) John McStay Investment Counsel L.P. is a subsidiary of American
International Group, Inc. and is the investment advisor to AIG Global
Investment Group, Inc., a subsidiary of American International Group,
Inc., which directly owns 1,583,724 shares of Common Stock. John McStay
directs the voting of the 1,583,724 shares of Common Stock held by AIG
Global Investment Group, Inc. The address of American International
Group, Inc. and AIG Global Investment Group, Inc. is 70 Pine Street, New
York, New York 10270.
(16) The number of shares shown as beneficially owned by Mr. Hill includes
8,190 shares directly owned and 11,421,754 shares owned by the First
Reserve Funds (9). The number of shares shown as beneficially owned by
Mr. Macaulay includes 6,921 shares directly owned and 11,421,754 shares
owned by the First Reserve Funds (9). 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.
(17) Includes 199,806 shares, as to which Mr. Morgens disclaims beneficial
ownership, held by the Edwin Morgens and Linda Morgens 1993 Trust and
7,080 shares, as to which Mr. Morgens disclaims beneficial ownership,
held by the Lauren W. Morgens 1999 Trust.
(18) Peter B. Griffin does not directly own any Common Stock. Mr. Griffin may
be deemed to have beneficial ownership of the shares of Common Stock held
by Louis Dreyfus Corporation because Mr. Griffin is President of Louis
Dreyfus Corporation, which owns 4,351,080 shares of Common Stock. Mr.
Griffin expressly disclaims beneficial ownership of these shares. Mr.
Griffin became a Director of the Company on July 1, 2000.
(19) Of such 19,744,819 shares, (a) 638,460 represent shares issuable upon the
exercise of outstanding options, 4,466,665 represent shares issuable upon
the conversion of Series A Preferred at a price of $15 per share and
2,680,134 represent shares issuable upon the exercise of warrants at a
price of $14 per share, (b) 11,421,754 shares indicated as being owned by
First Reserve Corporation, and deemed beneficially owned by Mr. Hill and
Mr. Macaulay, are included only once in the aggregate number of shares
held by all Directors and executive officers as a group, (c) 4,351,080
shares indicated as being owned by Louis Dreyfus Corporation, and deemed
beneficially owned by Mr. Griffin, are included only once in the
aggregate number of shares held by all Directors and executive officers
as a group, and (d) Directors and executive officers disclaim beneficial
ownership with respect to 16,008,835 shares.
8
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by all individuals
serving as the Company's Chief Executive Officer and each of the Company's
four other most highly compensated executive officers based on salary and
bonus earned in the fiscal year ended June 30, 2000, and two additional
individuals for whom disclosure would have been provided but for the fact that
these individuals were not employed by the Company at June 30, 2000
(collectively, the "Named Executive Officers").
Long Term Compensation
Annual Compensation Awards
----------------------- ----------------------
Other All
Annual Securities Restricted Other
Name and Principal Compen- Underlying Stock Compen-
Position Year Salary(1) sation Options (#) Awards($) sation(2)
- ------------------ ---- --------- -------- ----------- ---------- ---------
Cortlandt S. Dietler
(3).................... 2000 $ 163,077 $ -- -- $ -- $3,715
Chairman of the Board
and Chief 1999 180,000 -- 191,200 -- 4,846
Executive Officer 1998 160,000 -- 20,000 86,250(4) 3,200
Donald H. Anderson (5).. 2000 254,615 -- 330,000 1,202,500(6) 1,177
Vice Chairman of the
Board, Chief 1999 -- -- -- -- --
Executive Officer and
President 1998 -- -- -- -- --
Harold R. Logan, Jr..... 2000 200,000 -- -- 102,500(7) 4,800
Executive Vice
President, Chief 1999 180,000 -- 81,200 -- 4,846
Financial Officer and
Treasurer 1998 158,846 -- 20,000 86,250(4) 3,300
William S. Dickey (8)... 2000 18,173 -- 50,000 362,500(8) --
Executive Vice
President 1999 -- -- -- -- --
1998 -- -- -- -- --
Erik B. Carlson (9)..... 2000 200,000 -- -- 76,875(9) 4,800
Senior Vice President,
General Counsel 1999 205,650 -- 91,900 -- 4,894
and Secretary 1998 51,827 -- 75,000 180,000(9) --
Larry F. Clynch (10).... 2000 230,231 31,866 30,000 -- 4,800
President,
TransMontaigne
Pipeline Inc. 1999 215,001 4,758 41,200 -- 4,650
and TransMontaigne
Terminaling Inc. 1998 200,000 -- 20,000 86,250(4) 3,846
Richard E. Gathright
(11)................... 2000 162,154 248,074 -- -- 775
Former President and
Chief Operating 1999 275,000 -- 141,200 -- 1,375
Officer 1998 237,115 -- 20,000 86,250(4) 1,186
W.A. Sikora (12)........ 2000 80,000 416,906 -- -- 1,486
Former Executive Vice
President 1999 230,000 18,228 121,200 -- 3,119
1998 215,075 18,306 20,000 86,250(4) 984
- --------
(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) Amounts shown set forth the Company's matching contributions to the
Company's 401(k) Plan.
(3) Mr. Dietler was the Chief Executive Officer through September 30, 1999.
(4) Represents in each case a grant of 5,000 shares of restricted stock at the
market price on the date of grant, $17.25. 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.
(5) Mr. Anderson became an employee of the Company September 28, 1999, became
the Chief Executive Officer on October 1, 1999 and President on January 4,
2000.
9
(6) Represents two grants of restricted stock at the market price of the
stock on the date of each grant: a grant of 100,000 shares on September
28, 1999 when the market price was $11.00, and a grant of 20,000 shares
on February 16, 2000 when the market price was $5.125. Each restricted
stock award vests 10% after the first year, 20% after the second year,
30% after the third year and 40% after the fourth year of continuous
employment since each grant date.
(7) Represents a grant of 20,000 shares of restricted stock on February 16,
2000 when the market price was $5.125 on the date of the grant. The
restricted stock award vests 10% after the first year, 20% after the
second year, 30% after the third year and 40% after the fourth year of
continuous employment since the grant date.
(8) Mr. Dickey became an employee of the Company on May 26, 2000. The
restricted stock awards represents a grant of 50,000 shares of restricted
stock when the market price was $7.25 on the date of the grant. The
restricted stock award vests 10% after the first year, 20% after the
second year, 30% after the third year and 40% after the fourth year of
continuous employment since the grant date.
(9) Mr. Carlson became an employee of the Company on January 1, 1998. The
restricted stock awards represent a grant of 15,000 shares of restricted
stock on February 16, 2000 when the market price was $5.125 on the date
of the grant, vesting 10% after the first year, 20% after the second
year, 30% after the third year and 40% after the fourth year of
continuous employment since the grant date; and a grant of 12,000 shares
of restricted stock on January 1, 1998 when the market price was $15.00.
The 12,000 shares of restricted stock granted January 1, 1998 vested 10%
on December 31, 1998 and 90% on March 25, 1999 due to a change of
control.
(10) The other 2000 and 1999 annual compensation for Mr. Clynch consists of
reimbursement for certain relocation expenses of $31,866 and $4,758,
respectively.
(11) Pursuant to a separation and release agreement, Richard E. Gathright's
employment with the Company terminated effective January 3, 2000. The
other 2000 annual compensation for Mr. Gathright consists of costs
incurred pursuant to his separation and release agreement, $206,667
severance payment, $25,833 accrued vacation and $15,574 representing a
forgiven employee loan.
(12) Pursuant to a separation and release agreement, W. A. Sikora's employment
with the Company terminated effective October 1, 1999. The other 2000
annual compensation for Mr. Sikora consists of costs incurred pursuant to
his separation and release agreement, $390,000 severance payment and
$20,000 accrued vacation. In addition, the other 2000 annual compensation
consists of reimbursement for certain housing costs of $6,906. 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 $5,391.
Option Grants In Last Fiscal Year
The following table contains information about stock options granted to the
Named Executive Officers under the 1997 Option Plan in the fiscal year ended
June 30, 2000.
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (10 Years)(1)
--------------------------------------------- -----------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employee in Base Price Expiration 5% Aggregate 10% Aggregate
Name Granted(2) Fiscal Year ($/Share) Date Value(3) Value(3)
- ---- ---------- ----------- ----------- ---------- -------------- --------------
Cortlandt S. Dietler.... -- -- -- -- -- --
Donald H. Anderson...... 250,000 34.11% $11.000 09/27/2009 $ 1,729,460 $ 4,382,792
80,000 10.91% 5.125 02/15/2010 257,847 653,434
Harold R. Logan, Jr..... -- -- -- -- -- --
William S. Dickey....... 50,000 6.82% 7.250 05/25/2010 227,974 577,732
Erik B. Carlson......... -- -- -- -- -- --
Larry F. Clynch......... 30,000 4.09% 5.125 02/15/2010 96,693 245,038
Richard E. Gathright.... -- -- -- -- -- --
W. A. Sikora............ -- -- -- -- -- --
- --------
(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
10
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
September 28, 1999 have an exercise price equal to $15.00 per share and
vest 10% on September 28, 2000; 20% on September 28, 2001; 30% on
September 28, 2002; and 40% on September 28, 2003. The stock options
granted on February 16, 2000 have an exercise price equal to $5.125 per
share and vest 10% on February 16, 2001, 20% on February 16, 2002, 30% on
February 16, 2003 and 40% on February 16, 2004. The stock options granted
on May 26, 2000 have an exercise price equal to $7.25 per share and vest
10% on May 26, 2001, 20% on May 26, 2002, 30% on May 26, 2003 and 40% on
May 26, 2004. The 1997 Option Plan allows shares of the Company's Common
Stock to be used to satisfy any resulting Federal, state and local tax
liabilities, but does not provide for a cash payment by the Company for
income taxes payable as a result of the exercise of a stock option award.
(3) Not discounted to present value.
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option
Values
There were no options exercised by any of the Named Executive Officers
during the fiscal year ended June 30, 2000. The following table provides
information with respect to the value as of June 30, 2000 of unexercised in-
the-money options held by the Named Executive Officers. The value of
unexercised in-the-money options at the fiscal year end is calculated using
the difference between the option exercise price and the fair market value of
the Company's Common Stock at June 30, 2000.
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
at Fiscal Year-End (#) Fiscal Year-End ($)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Cortlandt S. Dietler....... 146,320 164,880 $ 62,500 $ --
Donald H. Anderson......... -- 330,000 -- 80,000
Harold R. Logan, Jr........ 100,320 65,880 40,625 --
William S. Dickey.......... -- 50,000 -- --
Erik B. Carlson............ 87,790 79,110 -- --
Larry F. Clynch............ 81,320 59,880 69,250 30,000
Richard E. Gathright (1)... 411,200 -- 856,250 --
W. A. Sikora (2)........... 241,200 -- 342,500 --
- --------
(1) Mr. Gathright's employment with the Company terminated effective January
3, 2000. In connection with Mr. Gathright's termination, the Company
agreed to accelerate the vesting of Mr. Gathright's March 17, 1999 stock
options, granted at an $11.00 per share exercise price, and further,
agreed to extend the exercise period with respect to all stock options
held by Mr. Gathright until September 5, 2000, after which all unexercised
stock options have expired. Mr. Gathright exercised all in-the-money stock
options prior to their September 5, 2000 expiration date.
(2) Mr. Sikora's employment with the Company terminated effective October 1,
1999. In connection with Mr. Sikora's termination, 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. All of Mr. Sikors's stock options
are outstanding at September 1, 2000.
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
The Compensation Committee is responsible for the Company's executive
compensation program, the purpose of which is 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 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. At present, the executive compensation program is comprised of
salary, long-term incentive opportunities in the form of stock options and
restricted stock, and benefits typically offered.
11
Base Salaries. Base compensation for the Chief Executive Officer and the
Company's other executive officers in the fiscal year ended June 30, 2000 was
proposed to the Compensation Committee by Cortlandt S. Dietler, Chairman of
the Board of Directors and Chief Executive Officer until October 1, 1999, at
which time Donald H. Anderson became Chief Executive Officer. 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. Base salaries
were not increased for any executive officer, reflecting the overall financial
performance of the Company. 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. Effective
January 10, 2000, in response to the Company's overall market performance and
competitive market conditions, Mr. Dietler voluntarily reduced his annual
salary from $200,000 to $120,000 per year. Subsequent to the close of the
fiscal year, in association with other Company initiatives to reduce overall
general and administrative expenses, Mr. Anderson, effective July 10, 2000,
voluntarily reduced his annual salary from $340,000 to $300,000 per year.
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, 2000, the Company granted awards of stock
options and shares of restricted stock to the executive officers of the
Company and, in addition, granted awards of stock options and shares of
restricted stock to certain key employees.
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
Bryan H. Lawrence, Chairman
Edwin H. Morgens
Compensation Committee Interlocks and Insider Participation
At June 30, 2000, the Compensation Committee of the Board of Directors
consisted of Bryan H. Lawrence and Edwin H. Morgens. During the fiscal year
ended June 30, 2000, the Compensation Committee also included Thomas R.
Denison and William E. Macaulay. Mr. Morgens replaced William E. Macaulay in
November 1999 as a member of the Compensation Committee and Mr. Macaulay
previously replaced Thomas R. Denison as a member of the Compensation
Committee in October 1999. During the fiscal year ended June 30, 2000, there
were no Compensation Committee interlocks between the Company and any other
entity.
12
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, 1995 and ending June 30,
2000. 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.
[PERFORMANCE GRAPH APPEARS HERE]
4/30/95 4/30/96 4/30/97 4/30/98 6/30/98 6/30/99 6/30/00
------------------------------------------------------------------------
TransMontaigne $100 $383 $983 $975 $992 $838 $408
------------------------------------------------------------------------
S & P 500 $100 $130 $163 $230 $280 $308 $310
------------------------------------------------------------------------
Peer Group (1) $100 $136 $175 $256 $273 $329 $322
- --------
(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
Harold R. Logan, Jr., the Executive Vice President, Chief Financial Officer,
Treasurer 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 $64,818,023 of refined petroleum products from and sold
$12,034,905 of refined petroleum products to Lion Oil Company in the year
ended June 30, 2000, 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.
13
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 Peter B. Griffin 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 requires the Company's
executive officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities (collectively,
"Reporting Persons") 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. Reporting Persons are also
required by SEC regulations to furnish the Company with copies of all Section
16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 2000, all Section
16(a) filing requirements applicable to such Reporting Persons were complied
with, except that Bryan H. Lawrence was late in filing a Form 4 with respect
to one acquisition transaction due to an inadvertent clerical error by the
Company's transfer agent.
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, 2001.
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 Annual Meeting. KPMG LLP was the Company's independent
auditor for the year ended June 30, 2000. 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.
14
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, 2001.
ANNUAL REPORT
THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE
30, 2000 ACCOMPANIES THIS PROXY STATEMENT AND WAS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE 2000 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 2001 Annual
Meeting of Stockholders must be received by the Secretary of the Company at
the Company's principal office no later than June 14, 2001 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
2001 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 14, 2001, 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 13, 2000
15
P R O X Y
TRANSMONTAIGNE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2000 ANNUAL MEETING OF STOCKHOLDERS
November 14, 2000
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 13, 2000, and hereby appoints Donald H.
Anderson 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 2000 Annual Meeting of
Stockholders of TRANSMONTAIGNE INC. to be held on November 14, 2000 at 9:00
a.m., Denver Time, in the Tabor 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
- ----------- -----------
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, AND FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 2001 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
1. Election of eight Directors:
Nominees: (01) Cortlandt S. Dietler, (02) Donald H. Anderson, (03) Peter B.
Griffin, (04) John A. Hill, (05) Bryan H. Lawrence, (06) Harold R. Logan, Jr.,
(07) William E. Macaulay and (08) Edwin H. Morgens.
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 the appointment of KPMG LLP as the Company's independent
auditors for the fiscal year ending June 30, 2001.
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.
MARK HERE FOR ADDRESS CHANGE [_]
AND NOTE AT LEFT
(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: _______________