SCHEDULE 13D
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRANSMONTAIGNE INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
89393410
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(CUSIP Number)
With a copy to:
Jeffrey A. Welikson, Esq. David Golay, Esq.
Secretary Fried, Frank, Harris, Shriver &
Lehman Brothers Holdings Inc. Jacobson
399 Park Avenue, 11th Floor One New York Plaza
New York, NY 10022 New York, New York 10004
(212) 526-0858 (212) 859-8000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
See Item 5
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON Lehman Brothers Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION 13-3216325
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
4,039,422 shares of Common Stock
BENEFICIALLY8 SHARED VOTING POWER
OWNED BY
-0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,039,422 shares of Common Stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,039,422 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
HC/CO
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON Lehman Brothers Inc.
S.S. OR I.R.S. IDENTIFICATION 13-2518466
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
4,039,422 shares of Common Stock
BENEFICIALLY8 SHARED VOTING POWER
OWNED BY
-0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,039,422 shares of Common Stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,039,422 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
HC/CO
SCHEDULE 13D
CUSIP NO. 89393410 PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSON LB I Group Inc.
S.S. OR I.R.S. IDENTIFICATION 13-2741778
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
4,035,758 shares of Common Stock
BENEFICIALLY8 SHARED VOTING POWER
OWNED BY
-0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,035,758 shares of Common Stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,035,758 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
HC/CO
This Amendment No. 1 to the Schedule 13D (this "Amendment") is filed
by the Reporting Persons as an amendment to the initial statement on
Schedule 13D (the "Original Schedule 13D") as filed with the Securities and
Exchange Commission on October 17, 2003. Capitalized terms used but not
defined in this Amendment shall have the respective meanings set forth with
respect thereto in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
No change except as described below.
The names, residence or business addresses, citizenships and present
principal occupations or employment of the senior executive officers and
directors of the Reporting Persons are set forth in Appendix A hereto.
ITEM 4. PURPOSE OF TRANSACTION
No change except as described below.
LBI owned 2,020 shares of Common Stock as of the date of the original
Schedule 13D that were inadvertently not reported therein. See Appendix B
for a list of transactions in the Common Stock by the Reporting Persons
since the date of the original Schedule 13D. As of the date hereof, the
Reporting Persons continue to beneficially own 26,636 shares of Series B
Convertible Preferred Stock ("Preferred Stock") and 3,664 shares of Common
Stock. The shares of Preferred Stock are convertible into 4,035,758 shares
of Common Stock at a conversion price of $6.60 per share of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
No change except as described below.
(a) According to the Company's quarterly report filed with the
Securities and Exchange Commission on May 6, 2005, there were 43,459,487
outstanding shares of Common Stock as of May 2, 2005. As of the date
hereof, the Reporting Persons continue to beneficially own 26,636 shares of
the Preferred Stock. The shares of Preferred Stock are convertible into
4,035,758 shares of Common Stock at a conversion price of $6.60 per share
of Common Stock. LB I Group is the direct beneficial owner of the Preferred
Stock. LBI is the direct beneficial owner of 3,664 shares of Common Stock
and may be deemed to be indirect owner of the Preferred Stock. Holdings may
be deemed to be an indirect owner of both the Preferred Stock and Common
Stock.
To the best knowledge of the Reporting Persons, none of the persons
listed on Appendix A (i) beneficially owns any Common Stock (other than in
his capacity as an executive officer or director of such corporations) or
(ii) has the right to acquire any Common Stock.
(c) See Appendix B for a list of transactions in the Common Stock by
the Reporting Persons since the date of the original Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No change except as described below.
On July 1, 2004, David J. Butters, LB I Group's designee to the board
of directors of the Company (the "Board"), resigned as a member of the
Board effective immediately.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 15, 2005
LEHMAN BROTHERS HOLDINGS INC.
By:/s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Vice President
LEHMAN BROTHERS INC.
By:/s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Senior Vice President
LB I GROUP INC.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Authorized Signatory
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
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MICHAEL L. AINSLIE Lehman Brothers Holdings Inc.
Private Investor and former 745 Seventh Avenue
President and Chief Executive New York, New York 10019
Officer of Sotheby's Holdings
JOHN F. AKERS Lehman Brothers Holdings Inc.
Retired Chairman of 745 Seventh Avenue
International Business Machines New York, New York 10019
Corporation
ROGER S. BERLIND Lehman Brothers Holdings Inc.
Theatrical Producer 745 Seventh Avenue
New York, New York 10019
THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of Halliburton New York, New York 10019
Company
MARSHA JOHNSON EVANS Lehman Brothers Holdings Inc.
President of American Red Cross 745 Seventh Avenue
New York, New York 10019
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of New York, New York 10019
Lehman Brothers Holdings Inc.
SIR CHRISTOPHER GENT Lehman Brothers Holdings Inc.
Non-Executive Chairman of 745 Seventh Avenue
GlaxoSmithKline Plc New York, New York 10019
HENRY KAUFMAN Lehman Brothers Holdings Inc.
President of Henry Kaufman & 745 Seventh Avenue
Company, Inc. New York, New York 10019
JOHN D. MACOMBER Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 745 Seventh Avenue
New York, New York 10019
DINA MERRILL Lehman Brothers Holdings Inc.
Director and Vice 745 Seventh Avenue
Chairman of RKO Pictures, Inc. and New York, New York 10019
Actress
All of the above individuals are citizens of the United States,
except for Sir Christopher Gent, who is a citizen of the United
Kingdom.
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
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RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer New York, New York 10019
of Lehman Brothers Holdings Inc.
JONATHAN E. BEYMAN Lehman Brothers Holdings Inc.
Chief of Operations and Technology 745 Seventh Avenue
New York, New York 10019
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Chief Administrative Officer 745 Seventh Avenue
New York, New York 10019
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
President and Chief Operating 745 Seventh Avenue
Officer New York, New York 10019
CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc.
Chief Financial Officer and 745 Seventh Avenue
Controller New York, New York 10019
THOMAS A. RUSSO Lehman Brothers Holdings Inc.
Chief Legal Officer 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
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HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of New York, New York 10019
Halliburton Company
FREDERICK FRANK Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of Lehman Brothers New York, New York 10019
Holdings Inc.
HARVEY M. KRUEGER Lehman Brothers Holdings Inc.
Vice Chairman 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
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RICHARD S. FULD, JR. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer New York, New York 10019
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Chief Administrative Officer 745 Seventh Avenue
New York, New York 10019
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
President and Chief Operating 745 Seventh Avenue
Officer New York, New York 10019
JONATHAN E. BEYMAN Lehman Brothers Holdings Inc.
Chief of Operations and Technology 745 Seventh Avenue
New York, New York 10019
CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc.
Chief Financial Officer and 745 Seventh Avenue
Controller New York, New York 10019
THOMAS A. RUSSO Lehman Brothers Holdings Inc.
Chief Legal Officer 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
LB I GROUP INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
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EDWARD S. GRIEB Lehman Brothers Holdings Inc.
Director 745 Seventh Avenue
New York, New York 10019
CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc.
Director 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
LB I GROUP INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
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DEXTER E. SENFT Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MICHAEL I. BRILL Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
THOMAS BANAHAN Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
EDWARD B. MCGEOUGH Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
BRIAN P. WADE Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
JARETT WAIT Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
ALAN WASKOWITZ Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
JEFFREY S. WECKER Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
STEVEN L. BERKENFELD Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
THOMAS E. BERNARD Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MICHAEL S. CASTLEMAN Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
JAMES R. EMMERT Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
EDWARD S. GRIEB Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
ROBERT G. HEDLUND III Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
RUTH E. HOROWITZ Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
WILLIAM J. HUGHES Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
ALEX KIRK Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
HENRY KLEIN Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
WILLIAM E. LIGHTEN Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
KURT A. LOCHER Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
RAYMOND C. MIKULICH Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MICHAEL J. ODRICH Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
ROBERT D. REDMOND Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
JAMES P. SEERY Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MARK A. WALSH Lehman Brothers Holdings Inc.
Managing Director 745 Seventh Avenue
New York, New York 10019
MURAT ERKURT Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
ANTHONY F. FELELLA Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
GERARD J. FOX Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
KEVIN R. GENIRS Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
FRED E. STEINBERG Lehman Brothers Holdings Inc.
Senior Vice President 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States.
APPENDIX B
TRANSACTIONS
THE IDENTITY
OF THE PERSON
COVERED BY THE AMOUNT WHERE AND
ITEM 5(C) WHO OF THE PRICE HOW THE
EFFECTED THE THE DATE OF SECURITIES PER SHARE TRANSACTION
TRANSACTION. TRANSACTION. INVOLVED. OR UNIT WAS EFFECTED.
LBI 3/12/2004 592 $ 5.76 Sold
LBI 4/6/2004 1,157 6.35 Sold
LBI 8/4/2004 1,155 6.14 Acquired
Converted
2,640 shares
of Preferred
Stock to
400,000
shares of
LB I Group 4/8/2005 400,000 6.600 Common Stock
LB I Group 4/8/2005 32,500 8.150 Sold
LB I Group 5/25/2005 4,200 8.151 Sold
LB I Group 5/27/2005 152,200 8.173 Sold
LB I Group 5/31/2005 85,500 8.299 Sold
LB I Group 6/1/2005 125,600 8.411 Sold
Converted
3,300 shares
of Preferred
Stock to
500,000
shares of
LB I Group 6/3/2005 500,000 6.600 Common Stock
LB I Group 6/3/2005 100,000 9.002 Sold
LB I Group 6/6/2005 100,000 9.030 Sold
LB I Group 6/7/2005 58,600 9.025 Sold
LB I Group 6/8/2005 200,000 9.033 Sold
LB I Group 6/9/2005 41,400 9.049 Sold