SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
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)
June 14, 2005
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d).
* 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 13G
CUSIP NO. 89393410 PAGE 2 OF 8 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 MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES
4,039,422 shares of Common Stock
BENEFICIALLY6 SHARED VOTING POWER
OWNED BY
-0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
4,039,422 shares of Common Stock
PERSON 8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,039,422 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
12 TYPE OF REPORTING PERSON
HC/CO
SCHEDULE 13G
CUSIP NO. 89393410 PAGE 3 OF 8 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 MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES
4,039,422 shares of Common Stock
BENEFICIALLY6 SHARED VOTING POWER
OWNED BY
-0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
4,039,422 shares of Common Stock
PERSON 8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,039,422 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
12 TYPE OF REPORTING PERSON
HC/CO
SCHEDULE 13G
CUSIP NO. 89393410 PAGE 4 OF 8 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 MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES
4,035,758 shares of Common Stock
BENEFICIALLY6 SHARED VOTING POWER
OWNED BY
-0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
4,035,758 shares of Common Stock
PERSON 8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,035,758 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12 TYPE OF REPORTING PERSON
HC/CO
This Statement on Schedule 13G, relating to the common stock of
TransMontaigne Inc. (the "Company") is being filed by and on behalf of
Lehman Brothers Holdings Inc. ("Holdings"), Lehman Brothers Inc. ("LBI")
and LB I Group Inc.("LB I Group" and, together with Holdings and LBI, the
"Reporting Persons"). The Reporting Persons have previously filed
statements on Schedule 13D to report their ownership position in the
Company. The Reporting Persons do not hold the Shares of the Company for
the purpose of, or with the effect of, changing or influencing the control
of the Company, or in connection with or as a participant in any
transaction having that purpose or effect. Accordingly, the Reporting
Persons have determined hereafter to report their ownership position in the
Company on Schedule 13G under the Act.
ITEM 1(A). NAME OF ISSUER
TransMontaigne Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
370 Seventeenth Street, Suite 2750, Denver, Colorado 80202.
ITEM 2(A). NAME OF PERSONS(S) FILING:
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.
LB I Group Inc.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, NY 10019
Lehman Brothers Inc.
745 Seventh Avenue
New York, NY 10019
LB I Group Inc.
745 Seventh Avenue
New York, NY 10019
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION
Lehman Brothers Holdings Inc. is a corporation organized under the
laws of the State of Delaware.
Lehman Brothers Inc. is a corporation organized under the laws of
the State of Delaware.
LB I Group Inc. is a corporation organized under the laws of the
State of Delaware.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share (the "Common Stock")
ITEM 2(E) CUSIP NUMBER:
89393410
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
[ ] Broker or dealer registered under Section 15 of the Act.
[ ] Bank as defined in Section 3(a)(6) of the Act.
[ ] Insurance company as defined in Section 3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
[ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
LB I Group owns 26,636 shares of Series B Convertible Preferred
Stock ("Preferred Stock"). LBI owns 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.
(a) Amount beneficially owned:
See Item 9 of the cover page.
(b) Percent of class
See Item 11 of cover page.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
(iii)Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
See Items 5-8 of cover page.
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following [ ].
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
LB I Group is the direct beneficial owner of the Preferred Stock
reported herein. LB I Group is a wholly-owned subsidiary of LBI,
which is a wholly-owned subsidiary of Holdings.
LBI is the direct beneficial owner of the 3,664 shares of Common
Stock reported herein. LBI is a wholly-owned subsidiary of Holdings.
Under the rules and regulations of the Securities and Exchange
Commission, Holdings may be deemed to be the beneficial owner of the
shares of Common Stock and Preferred Stock owned by LBI and LB I
Group. LBI may be deemed to be the beneficial owner of the shares of
Preferred Stock owned by LB I Group.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10.CERTIFICATIONS
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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