-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RfPMzGCjZnD5/E9OaHrweeXLRA8X04mMv8BBmC2R38K5QbGJIOC+tDvo81RVNgse z6Ph5TgiwIqZ0NlLKz7wqg== 0001035704-98-000132.txt : 19980219 0001035704-98-000132.hdr.sgml : 19980219 ACCESSION NUMBER: 0001035704-98-000132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NONE GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND V LP GROUP MEMBERS: FIRST RESERVE FUND V-2 LP GROUP MEMBERS: FIRST RESERVE FUND VI LP GROUP MEMBERS: FIRST RESERVE SECURED ENERGY ASSETS FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMONTAIGNE OIL CO CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36106 FILM NUMBER: 98544738 BUSINESS ADDRESS: STREET 1: 370 17TH ST STREET 2: SUITE 2750 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036268200 MAIL ADDRESS: STREET 1: P O BOX 5660 CITY: DENVER STATE: CO ZIP: 80217 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD EXPLORATION CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 7132277890 MAIL ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST RESERVE CORP 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A AMENDMENT NO. 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 TransMontaigne Oil Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 89393410 ------------------------------------------------------------- (CUSIP Number) c/o First Reserve Corporation, 475 Steamboat Road, Greenwich, CT 06830 (203) 661-6601 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 1998 ------------------------------------------------------------- (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 Statement because of Rule 13d-1(b)(3) or (4), check the following box: / / Check the following box if a fee is being paid with the statement: / / 2 CUSIP NO. 89393410 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Corporation I.R.S. No.: 06-1210123 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a / / (b / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 6,283,609 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 6,283,609 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,283,609 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 24.37% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 12 3 CUSIP NO. 947071106 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Secured Energy Assets Fund, Limited Partnership I.R.S. No.: 06-1232433 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a / / (b /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 of 12 4 CUSIP NO. 89393410 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund V, Limited Partnership I.R.S. No.: 06-1295657 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a / / (b /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 598,440 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 598,440 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,440 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.32% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 of 12 5 CUSIP NO. 89393410 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund V-2, Limited Partnership I.R.S. No.: 06-6351960 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a / / (b /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,196,877 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,196,877 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,877 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.64% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 of 12 6 CUSIP NO. 89393410 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund VI, Limited Partnership I.R.S. No.: 06-1334650 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a / / (b /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,488,292 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 4,488,292 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,292 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.41% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 of 12 7 The information contained in this Amendment number 1 to Schedule 13D is filed with respect to the Common Stock, par value $0.01 per share (the "Stock"), of TransMontaigne Oil Company (the "Issuer"). The purpose of this Amendment is to report the reduction of the number of shares beneficially owned by First Reserve Secured Energy Assets Fund, Limited Partnership to zero and the subsequent material reduction of the number of shares beneficially owned by First Reserve Corporation. Pursuant to Rule 13d-2(c) of the Exchange Act Rules, and because this is the first electronic amendment to a paper format Schedule 13D, the text of each item of the Schedule 13D is restated, followed by the amendment, if applicable. This amendment number 1 to Schedule 13D is intended to amend all prior filings of the Funds and First Reserve with respect to the Issuer. ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (the "Schedule 13D") relates to the Common stock, par value $0.01 per share (the "Common Stock"), of TransMontaigne Oil Company (formerly Sheffield Exploration Company, Inc.), a Delaware corporation ("New TransMontaigne" or the "Company"). The principal executive offices of the Company are located at 370 17th Street, Suite 900, Denver, CO 80202. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by First Reserve Secured Energy Assets Fund, Limited Partnership ("Fund IV"), First Reserve Fund V, Limited Partnership ("Fund V"), First Reserve Fund V-2, Limited Partnership ("Fund V-2") and First Reserve Fund VI, Limited Partnership ("Fund VI", and together with Fund IV, Fund V and Fund V-2, the "Funds"), and by First Reserve Corporation ("First Reserve"), to report the acquisition by the Funds of Common Stock. First Reserve is the managing general partner of each of the Funds. The Funds, in the aggregate, directly own more than 5% of the issued and outstanding shares of Common Stock. Fund IV, Fund V and Fund V-2 are Delaware limited partnerships. Their principal purpose is to make equity and debt investments in companies engaged in various energy and energy related activities, including, but not limited to, energy production, processing, transmission, distribution, marketing, equipment manufacturing, electrical generation, and technical services, and in energy assets such as oil and gas reserves or processing and transmission facilities. Fund VI is a Delaware limited partnership. Its principal purpose is to make equity, equity-linked and debt investments in companies engaged in various energy and energy related activities, including, but not limited to, energy production, processing, transmission, distribution, marketing, equipment manufacturing, electrical generation, and technical services, and in energy assets such as oil and gas reserves or processing and transmission facilities, but excluding any oil and gas exploration directly or through an entity whose primary activity is to conduct such exploration. 7 of 12 8 First Reserve is a Delaware corporation which raises funds for and manages the Funds. The principal business of First Reserve is to act as managing general partner and provide investment management services to the Funds and to other investment funds managed by First Reserve. The principal business and office address of First Reserve and each of the Funds (together, the "Reporting Persons") is 475 Steamboat Road, Greenwich, Connecticut 06830. Information with respect to the executive officers and directors of First Reserve, including name, business address, present principal occupation or employee and the organization in which such employment is conducted, and their citizenship is listed on the schedule attached hereto as Schedule 1, which is incorporated in this Schedule 13D by reference. During the last five years, none of the Reporting Persons nor any executive officer or director of First Reserve has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On June 4, 1996 TransMontaigne Oil Company ("Old TransMontaigne") merged (the "Merger") into Sheffield Exploration Company, Inc. ("Sheffield"), pursuant to a Restated Agreement and Plan of Merger dated as of February 6, 1996 between Sheffield and Old TransMontaigne (the "Merger Agreement"). Sheffield, which was the surviving corporation, changed its name to "TransMontaigne Oil Company". Pursuant to the Merger Agreement, at the effective time of the Merger each share of common stock of Old TransMontaigne ("Old Common Stock") was converted into one share of Common Stock. Prior to the Merger the Funds beneficially owned an aggregate of 6,582,830 shares of Old Common Stock (the "Old TransMontaigne Shares"). Following the Merger the Funds beneficially owned an aggregate of 6,582,830 shares of Common Stock such that Fund IV owned 299,221 shares, Fund V owned 598,440 shares, Fund V-2 owned 1,196,877 shares and Fund VI owned 4,488,292 shares. The source of consideration used by the Funds in acquiring the 6,582,830 shares of Common Stock reported as beneficially owned in Item 5 hereof was the 6,582,830 Old TransMontaigne Shares. The 6,582,830 Old TransMontaigne Shares used by the Funds to obtain their 6,582,830 shares of Common Stock were acquired with the Funds' cash. Item 4. PURPOSE OF TRANSACTION. The Funds acquired the shares of Common Stock disclosed in Item 5 of this Schedule 13D in order to continue their substantial investment position in the entity surviving the Merger. The Funds intend to participate in and influence the affairs of the Company through the exercise of their voting Page 8 of 12 9 rights with respect to the shares of Common Stock owned by the Funds. As described in Item 6 to this Schedule 13D, the Company has agreed to take all action necessary to cause two persons designated by the Funds to be elected to the Company's Board of Directors so long as the Funds own no less than 10% of the Common Stock. Two directors of First Reserve (William E. Macaulay and John A. Hill) currently serve as directors of the Company. Except as described above, at the present time the Reporting Persons do not have any plans or proposals that would relate to any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of June 4, 1996, the Funds beneficially owned an aggregate of 6,582,830 shares of Common Stock, constituting approximately 31.6% of the approximately 20,799,133 shares of Common Stock outstanding as of June 6, 1996. As the managing general partner of the Funds, First Reserve may be deemed to beneficially own all 6,582,830 shares of Common Stock owned by the Funds. The number and percentage of shares of Common Stock beneficially owned by each Fund are:
PERCENTAGE OF SHARES OF COMMON STOCK SHARES OUTSTANDING ON JUNE 6, 1996 ------ --------------------------- Fund IV 299,221 1.4% Fund V 598,440 2.9% Fund V-2 1,196,877 5.8% Fund VI 4,488,292 21.6%
(b) Each Fund has the sole power to vote or to direct the vote and sole power to dispose or direct the disposition of all shares of Common Stock held by it. First Reserve, in its role as managing general partner of the Funds and acting on behalf of the Funds, has the power to cause each Fund to dispose of or vote the shares of Common Stock held by such Funds. (c) As described in Item 3 of this Schedule 13D, the Reporting Persons acquired an aggregate of 6,582,830 shares of Common Stock on June 4, 1996 pursuant to the Merger. (d) To the best knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of the shares of Common Stock owned by the Reporting Persons. (e) Not applicable. AMENDMENT TO ITEM 5. Section (a) of Item 5 is hereby deleted in its entirety and replaced with the following: Page 9 of 12 10 (a) As of January 15, 1998, the Funds beneficially owned an aggregate of 6,283,609 Shares constituting approximately 24.37%, in the aggregate, of the 25,783,974 Shares of the Issuer outstanding as of December 31, 1997. The number and percentage of Shares of the Issuer beneficially owned by each Reporting Person identified in Item 2 of this Schedule 13D are:
PERCENTAGE OF ISSUER SHARES OUTSTANDING ON SHARES JANUARY 15, 1998 --------- --------------------- SEA 0 0.00% Fund V 598,440 2.32% Fund V-2 1,196,877 4.64% Fund VI 4,488,292 17.41%
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to an Agreement to Elect Directors, dated as of April 17, 1996 (the "Agreement to Elect Directors"), among the Funds and the Company (as the successor to Old TransMontaigne), the Company has agreed to take all action necessary to cause two directors designated by the Funds from time to time to be elected to the Company's Board of Directors. The Company's obligations pursuant to such Agreement shall continue until such time as the Funds own less than 10% of the Common Stock. A copy of the Agreement to Elect Directors is attached to this Schedule 13D as Exhibit B and the description of the Agreement to Elect Directors is qualified entirely by reference to such exhibit which is incorporated herein by reference. The Funds are parties to a Registration Rights Agreement (the "Registration Rights Agreement") dated as of April 17, 1996 among the Company (as the successor to Old TransMontaigne) and the Institutional Investors and Non-Institutional Investors parties thereto (the "Investors"). Pursuant to the Registration Rights Agreement, if the Company proposes to register shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act") on any form other than S-4 or S-8, it must give each Investor (including the Funds) the opportunity to participate in such registration, subject to certain exceptions. In addition, at any time after the later of (i) the date on which the Common Stock is registered under the Exchange Act following a public offering of Common Stock or (ii) December 1, 1997, any one or more investors holding an aggregate of 10% or more of all outstanding shares of Common Stock may demand registration of any shares of Common Stock owned by such Investor or Investors which constitute "restricted securities" under the Securities Act, provided that the amount of shares of Common Stock registered thereby is not less than 5% of all outstanding Common Stock on a fully diluted basis. The Investors (including the Funds) and the Company have agreed to indemnify each other for certain liabilities relating to registration pursuant to the Stockholders Agreement. A copy of the Stockholders Agreement is attached to this Schedule 13D as Exhibit C and the description of the Stockholders Agreement is qualified entirely by reference to such exhibit which is incorporated herein by reference. Page 10 of 12 11 The Funds have delivered a letter to Old TransMontaigne dated May 6, 1996 (the "Letter Agreement") whereby the represented that they did not, as of the date of such letter, and would not, as of the effective time of the Merger, have any plan or intention to sell, exchange or otherwise dispose of the shares of Common Stock received by them in the Merger. A copy of the Letter Agreement is attached to this Schedule 13D as Exhibit D and the description of the Letter Agreement is qualified entirely by reference to such exhibit which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. Agreement Concerning Filing of Schedule 13D. Exhibit B. Agreement to Elect Directors Exhibit C. Registration Rights Agreement Exhibit D. Letter Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: February 18, 1998 First Reserve Corporation By: /s/ Elizabeth C. Foley ------------------------------- Name: Elizabeth C. Foley Title: Managing Director First Reserve Secured Energy Assets Fund, Limited Partnership By: First Reserve Corporation, as Managing General Partner By: /s/ Elizabeth C. Foley ------------------------- Name: Elizabeth C. Foley Title: Managing Director Page 11 of 12 12 First Reserve Fund V, Limited Partnership By: First Reserve Corporation, as Managing General Partner By: /s/Elizabeth C. Foley -------------------------- Name: Elizabeth C. Foley Title: Managing Director First Reserve Fund V-2, Limited Partnership By: First Reserve Corporation, as Managing General Partner By: /s/ Elizabeth C. Foley -------------------------- Name: Elizabeth C. Foley Title: Managing Director First Reserve Fund VI, Limited Partnership By: First Reserve Corporation, as Managing General Partner By: /s/Elizabeth C. Foley -------------------------- Name: Elizabeth C. Foley Title: Managing Director Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----