Morgan Stanley, et al. – ‘SC 13D/A’ on 3/21/06 re: Transmontaigne Inc

On:  Tuesday, 3/21/06, at 9:47pm ET   ·   As of:  3/22/06   ·   Accession #:  898822-6-189   ·   File #:  5-36106

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D -- Amendment No. 1                       19     62K 
 2: EX-1        Underwriting Agreement                                 1      7K 

SC 13D/A   —   Schedule 13D — Amendment No. 1
Document Table of Contents

SC 13D/A
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 (AMENDMENT NO. 1)

 TRANSMONTAIGNE INC.
--------------------------------------------------------------------------------
(Name of Issuer)

 COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)

 893934109
--------------------------------------------------------------------------------
(CUSIP Number)

 HERBERT THORNHILL
MORGAN STANLEY
2000 WESTCHESTER AVENUE, ONE SOUTH C
PURCHASE, NY 10577
(914) 225-5542
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

MARCH 21, 2006
--------------------------------------------------------------------------------
 (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 that is the subject  
of this Schedule 13D, and is filing this schedule because of
ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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 ("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).                                   

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Cusip No. 893934109                                                             

--------------------------------------------------------------------------------
1.       Names of Reporting Persons.                          
               I.R.S. Identification Nos. of above persons (entities only)

MORGAN STANLEY            
--------------------------------------------------------------------------------
         2.       Check the Appropriate Box if a Member of a Group      (a)  [ ]
                  (See Instructions)                                    (b)  [X]
--------------------------------------------------------------------------------
3.       SEC Use Only                                         
--------------------------------------------------------------------------------
4.       Source of Funds (See Instructions)                   

BK, OO                                      
--------------------------------------------------------------------------------
        5.       Check if Disclosure of Legal Proceedings Is Required Pursuant
                  to Items 2(d) or 2(e)                                      [X]
--------------------------------------------------------------------------------
6.       Citizenship or Place of Organization                 

DELAWARE                  
--------------------------------------------------------------------------------
7.       Sole Voting Power                      

-0-         
               -----------------------------------------------------------------
NUMBER OF       8.       Shared Voting Power                                    
SHARES                                                                          
BENEFICIALLY                      5,543,150                                     
OWNED BY EACH  -----------------------------------------------------------------
REPORTING       9.       Sole Dispositive Power                                 
PERSON WITH                                                                     
-0-         
               -----------------------------------------------------------------
10.      Shared Dispositive Power               

5,545,150   
--------------------------------------------------------------------------------
       11.      Aggregate Amount Beneficially Owned by Each Reporting Person

   5,545,150 (SEE ITEMS 4 AND 5)
--------------------------------------------------------------------------------
     12.      Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions)                                  [ ]
--------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount in Row (11)   

10.07% (SEE ITEM 5)       
--------------------------------------------------------------------------------
14.      Type of Reporting Person (See Instructions)          

HC, CO                    
--------------------------------------------------------------------------------

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Cusip No. 893934109                                                             

--------------------------------------------------------------------------------
1.       Names of Reporting Persons.                          
               I.R.S. Identification Nos. of above persons (entities only)

       MORGAN STANLEY CAPITAL GROUP INC.
--------------------------------------------------------------------------------
         2.       Check the Appropriate Box if a Member of a Group      (a)  [ ]
                  (See Instructions)                                    (b)  [X]
--------------------------------------------------------------------------------
3.       SEC Use Only                                         
--------------------------------------------------------------------------------
4.       Source of Funds (See Instructions)                   

BK, OO                                      
--------------------------------------------------------------------------------
        5.       Check if Disclosure of Legal Proceedings Is Required Pursuant
                  to Items 2(d) or 2(e)                                      [X]
--------------------------------------------------------------------------------
6.       Citizenship or Place of Organization                 

DELAWARE                  
--------------------------------------------------------------------------------
7.       Sole Voting Power                      

-0-         
               -----------------------------------------------------------------
NUMBER OF       8.       Shared Voting Power                                    
SHARES                                                                          
BENEFICIALLY                      5,500,000                                     
OWNED BY EACH  -----------------------------------------------------------------
REPORTING       9.       Sole Dispositive Power                                 
PERSON WITH                                                                     
-0-         
               -----------------------------------------------------------------
10.      Shared Dispositive Power               

5,500,000   
--------------------------------------------------------------------------------
       11.      Aggregate Amount Beneficially Owned by Each Reporting Person

   5,500,000 (SEE ITEMS 4 AND 5)
--------------------------------------------------------------------------------
     12.      Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions)                                  [ ]
--------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount in Row (11)   

9.99% (SEE ITEM 5)        
--------------------------------------------------------------------------------
14.      Type of Reporting Person (See Instructions)          

CO                        
--------------------------------------------------------------------------------

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Cusip No. 893934109                                                             

--------------------------------------------------------------------------------
1.       Names of Reporting Persons.                          
               I.R.S. Identification Nos. of above persons (entities only)

       MORGAN STANLEY & CO. INCORPORATED
--------------------------------------------------------------------------------
         2.       Check the Appropriate Box if a Member of a Group      (a)  [ ]
                  (See Instructions)                                    (b)  [X]
--------------------------------------------------------------------------------
3.       SEC Use Only                                         
--------------------------------------------------------------------------------
4.       Source of Funds (See Instructions)                   

BK, OO                                      
--------------------------------------------------------------------------------
        5.       Check if Disclosure of Legal Proceedings Is Required Pursuant
                  to Items 2(d) or 2(e)                                      [X]
--------------------------------------------------------------------------------
6.       Citizenship or Place of Organization                 

DELAWARE                  
--------------------------------------------------------------------------------
7.       Sole Voting Power                      

-0-         
               -----------------------------------------------------------------
NUMBER OF       8.       Shared Voting Power                                    
SHARES                                                                          
BENEFICIALLY                      400                                           
OWNED BY EACH  -----------------------------------------------------------------
REPORTING       9.       Sole Dispositive Power                                 
PERSON WITH                                                                     
-0-         
               -----------------------------------------------------------------
10.      Shared Dispositive Power               

400         
--------------------------------------------------------------------------------
       11.      Aggregate Amount Beneficially Owned by Each Reporting Person

400 (SEE ITEM 5)          
--------------------------------------------------------------------------------
     12.      Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions)                                  [ ]
--------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount in Row (11)   

0.00% (SEE ITEM 5)        
--------------------------------------------------------------------------------
14.      Type of Reporting Person (See Instructions)          

CO                        
--------------------------------------------------------------------------------

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Cusip No. 893934109                                                             

--------------------------------------------------------------------------------
1.       Names of Reporting Persons.                          
               I.R.S. Identification Nos. of above persons (entities only)

MORGAN STANLEY DW INC.    
--------------------------------------------------------------------------------
         2.       Check the Appropriate Box if a Member of a Group      (a)  [ ]
                  (See Instructions)                                    (b)  [X]
--------------------------------------------------------------------------------
3.       SEC Use Only                                         
--------------------------------------------------------------------------------
4.       Source of Funds (See Instructions)                   

BK, OO                                      
--------------------------------------------------------------------------------
        5.       Check if Disclosure of Legal Proceedings Is Required Pursuant
                  to Items 2(d) or 2(e)                                      [X]
--------------------------------------------------------------------------------
6.       Citizenship or Place of Organization                 

DELAWARE                  
--------------------------------------------------------------------------------
7.       Sole Voting Power                      

-0-         
               -----------------------------------------------------------------
NUMBER OF       8.       Shared Voting Power                                    
SHARES                                                                          
BENEFICIALLY                      42,750                                        
OWNED BY EACH  -----------------------------------------------------------------
REPORTING       9.       Sole Dispositive Power                                 
PERSON WITH                                                                     
-0-         
               -----------------------------------------------------------------
10.      Shared Dispositive Power               

44,750      
--------------------------------------------------------------------------------
       11.      Aggregate Amount Beneficially Owned by Each Reporting Person

44,750 (SEE ITEM 5)       
--------------------------------------------------------------------------------
     12.      Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions)                                  [ ]
--------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount in Row (11)   

0.09% (SEE ITEM 5)        
--------------------------------------------------------------------------------
14.      Type of Reporting Person (See Instructions)          

CO                        
--------------------------------------------------------------------------------

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ITEM 1.  SECURITY AND ISSUER                                                    

     This Amendment No. 1 to Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of TransMontaigne Inc., a Delaware        
corporation (the "Company"). The principal executive offices of the Company are 
located at 1670 Broadway, Suite 3100, Denver, Colorado 80202. Morgan Stanley    
("MS"), Morgan Stanley Capital Group Inc. ("MSCGI"), Morgan Stanley & Co.       
Incorporated ("MS&Co."), and Morgan Stanley DW Inc. ("MSDW", and, together with 
MS, MSCGI, and MS&Co., the "Reporting Persons") hereby amend the Schedule 13D   
originally filed on January 10, 2005.                                           

ITEM 2. IDENTITY AND BACKGROUND                                                 

Item 2 is hereby amended in its entirety as follows:                  

This Schedule 13D is being filed jointly on behalf of the Reporting   
Persons. The name, business address, present principal occupation or employment 
and citizenship of each director and executive officer of MS, MSCGI, MS&Co. and 
MSDW are set forth in Schedules A, B, C and D, respectively.                    

The address of the principal business office of MS and MS&Co. is 1585 
Broadway, New York, New York, 10036. The address of the principal business      
office of MSCGI and MSDW is 2000 Westchester Avenue, Floor 01, Purchase, NY     
10577.                                                                          

MS is a global financial services firm that maintains leading market  
positions in each of its business segments - Institutional Securities, Global   
Wealth Management Group, Asset Management, and Discover.                        

MSCGI is a wholly owned subsidiary of MS. MSCGI effects non-regulated 
transactions with various international clients in various international        
markets. MSCGI is a non-clearing member of NYMEX and executes transactions for  
its own account on such exchange.                                               

MS&Co. and MSDW are wholly-owned subsidiaries of MS.                  

During the last five years, none of the Reporting Persons, and to the 
knowledge of the Reporting Persons, any of the persons listed on Schedules A, B 
or C attached hereto, has (1) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) has been a party to a civil  
proceeding of 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, other than, in the case of clause (2), as described in    
paragraphs (i), (ii) and (iii) below. Unless the context otherwise requires, the
term "Morgan Stanley" means MS and its consolidated subsidiaries.               

(i)    In April 2003, MS&Co., along with nine other financial services
firms operating in the U.S., reached a settlement with the Securities and       
Exchange Commission ("SEC"), the New York State Attorney General's Office, the  
New York Stock Exchange ("NYSE"), the National Association of Securities        
Dealers, Inc. ("NASD"), and the North American Securities Administrators        
Association (on behalf of state securities regulators) to resolve their         

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investigations relating to alleged research conflicts of interest. Without      
admitting or denying allegations with respect to violations of certain rules of 
the NYSE and NASD relating to investment research activities (there were no     
allegations of fraud or federal securities law violations made against MS&Co.), 
Morgan Stanley agreed, among other things, to (1) pay $25 million as a penalty, 
(2) pay $25 million as disgorgement of commissions and other monies, (3) provide
$75 million over five years to make available independent third-party research  
to clients and (4) be permanently enjoined from violating certain rules of the  
NYSE and NASD relating to investment research activities.                       

    (ii)    On November 17, 2003, MSDW consented, without admitting or denying
the findings, to an entry of an order (the "Order") that resolved the SEC's and 
NASD's investigations into certain practices relating to MSDW's offer and sale  
of certain mutual funds from January 1, 2000 to the date of the Order. Pursuant 
to the Order, MSDW was ordered to (1) cease and desist from committing any      
violations and any future violations of Section 17(a)(2) of the Securities Act  
of 1933 and Rule 10b-10 under the Securities Exchange Act of 1934 ("Exchange    
Act"), (2) distribute for the benefit of certain customers who purchased funds  
through MSDW pursuant to marketing arrangements between MSDW and certain mutual 
fund complexes the amount of $50 million and (3) make certain disclosures and   
take certain other actions with respect to proprietary mutual funds.            

  (iii)    In January 2005, the SEC announced a settlement with MS&Co. and
Goldman Sachs & Co. resolving the SEC's investigation relating to initial public
offering ("IPO") allocation practices. The SEC filed a settled civil injunction 
action in the United States District Court for the District of Columbia against 
MS&Co. relating to the allocation of stock to institutional customers in IPOs   
underwritten during 1999 and 2000. Under the terms of the settlement, Morgan    
Stanley agreed, without admitting or denying the allegations, to the entry of a 
judgment enjoining it from violating Rule 101 of Regulation M and the payment of
a $40 million civil penalty. The court approved the settlement on February 4,   
2005. The complaint alleges that MS&Co. violated Rule 101 of Regulation M by    
attempting to induce certain customers who received allocations of IPOs to place
purchase orders for additional shares in the aftermarket.                       

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

Item 3 is hereby amended by adding the following:                     

MS plans to finance the transactions described in Item 4 below with   
available cash, other liquid assets, and proceeds from the incurrence of new    
debt.                                                                           

ITEM 4. PURPOSE OF TRANSACTION                                                  

Item 4 is hereby amended by adding the following:                     

   On March 21, 2006, MSCGI sent the following letter to the Company's board
of directors.                                                                   

[MSCGI Letterhead]                                                    

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March 21, 2006                                                        

Mr. Donald H. Anderson                                                
Vice Chairman, President, and CEO                                     
TransMontaigne Inc.                                                   
1670 Broadway, Ste. 3100                                              
Denver, CO 80202                                                      
U.S.A.                                                                

Dear Don:                                                             

In connection with our ongoing discussions regarding our business     
 relationships, you inquired of our plans with respect to Transmontaigne
   Inc. (the "Company"), and in particular whether we would be interested in
    an expansion of our strategic relationship. We advised you that absent due
     diligence we would not be in a position to assess our interest, but that we
  would be willing to undertake a due diligence investigation to determine
   whether or not we had such an interest. In that connection, we would like
   to thank you for the opportunity that you have provided to Morgan Stanley
     Capital Group, Inc. ("Morgan Stanley") and its representatives to perform a
due diligence investigation of the Company. We appreciate the time and
effort that Company management has devoted to providing us information
    about the Company, and we are very satisfied with the progress and results
of our investigation to date.                                         

    As a result of that investigation, Morgan Stanley is pleased to propose to
acquire, directly or indirectly, 100% of the equity securities of the 
 Company at a price per share of $8.50. If this is attractive to you, we
would propose completing remaining due diligence expeditiously, while 
    simultaneously negotiating definitive transaction agreements and obtaining
definitive financing commitments.                                     

     Our proposal is conditioned upon our satisfaction with final due diligence,
  regulatory and other customary conditions, the negotiation of definitive
  transaction documents, the receipt of final approvals from both your and
    our boards of directors, and finalization of financing commitments. Morgan
Stanley and its advisors are prepared to devote all necessary time and
   resources to complete this transaction promptly. We are available at your
convenience to answer any questions that you may have concerning our  
proposal.                                                             

   This letter is a non-binding indication of the interest of Morgan Stanley
   in acquiring the Company, and does not reflect an agreement (or agreement
   to agree) or other legally binding obligation. Neither Morgan Stanley nor
the Company shall have any obligation to enter into or consummate a   
     transaction, except if and to the extent reflected in definitive agreements
     executed by the parties. As we are sure you understand, consistent with our
     obligations under federal securities laws, this letter will become publicly
available when we file it with an amendment to our Schedule 13D.      

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Sincerely yours,                                                      
John Shapiro                                                          

/s/ John Shapiro                                                      

President                                                             
Morgan Stanley Capital Group, Inc.                                    

 * * * *

The Reporting Persons may at any time, or from time to time, acquire  
additional shares of Common Stock or dispose of their shares of Common Stock,   
propose, pursue, or choose not to pursue the transaction described in the above 
letter; change the terms of the transaction described in the above letter,      
including the price, conditions, or scope of the transaction; take any action in
or out of the ordinary course of business to facilitate or increase the         
likelihood of consummation of the transaction described in the above letter;    
otherwise seek control or seek to influence the management and policies of the  
Company; or change their intentions with respect to any such matters. In        
connection with the proposed transaction, the Reporting Persons are considering 
other transactions with respect to the Company and its assets, including without
limitation financing transactions or sales of assets to the Company's affiliated
master limited partnership or third parties.                                    

ITEM 5. INTEREST IN SECURITIES OF ISSUER                                        

Item 5 is hereby amended in its entirety as follows:                  

    (a) and (b): For the purposes of Rule 13d-3 promulgated under the Exchange
Act, MS may be deemed to beneficially own up to 5,545,150 shares of Common Stock
(5,500,000 of which are issuable upon exercise of the Warrants), or             
approximately 9.99% of the outstanding shares of Common Stock based on          
49,579,933 shares of Common Stock outstanding as of January 31, 2006 and        
assuming the exercise in full of the Warrants. MS is filing solely in its       
capacity as parent company of, and indirect beneficial owner of securities held 
by, MSCGI, MS&Co. and MSDW.                                                     

  For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCGI
may be deemed to beneficially own up to 5,500,000 shares of Common Stock        
issuable upon exercise of the Warrants, or approximately 9.99% of the           
outstanding shares of Common Stock based on 49,579,933 shares of Common Stock   
outstanding as of January 31, 2006 and assuming the exercise in full of the     
Warrants.                                                                       

   For the purposes of Rule 13d-3 promulgated under the Exchange Act, MS&Co.
may be deemed to beneficially own up to 400 shares of Common Stock, or          
approximately 0.00% of the outstanding shares of Common Stock based on          
49,579,933 shares of Common Stock outstanding as of January 31, 2006.           

     For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDW may
be deemed to beneficially own up to 44,750 shares of Common Stock, or           
approximately 0.09% of                                                          

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the outstanding shares of Common Stock based on 49,579,933 shares of Common     
Stock outstanding as of January 31, 2006.                                       

     The Reporting Persons do not affirm the existence of a group and are filing
this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the       
Exchange Act, provided that, as contemplated by Section 13d-1(k)(1)(ii), no     
Reporting Person shall be responsible for the completeness or accuracy of the   
information concerning the other persons making the filing, unless such         
Reporting Person knows or has reason to believe that such information is        
inaccurate.                                                                     

 MS and MS&Co. may be deemed to have shared voting and dispositive power
with respect to 400 shares of Common Stock held in a proprietary account at     
MS&Co. that were previously acquired in open market transactions. By virtue of  
the relationship previously reported under Item 2 of this statement, each of MS 
and MSCGI may be deemed to have shared voting and dispositive power with respect
to 5,500,000 shares of Common Stock beneficially owned by MSCGI. Neither the    
filing of this Schedule 13D nor any of its contents shall be deemed to          
constitute an admission by each Reporting Person that it is the beneficial owner
of any of the Common Stock referred to herein for purposes of Section 13(d) of  
the Exchange Act, or for any other purpose, and such beneficial ownership is    
expressly disclaimed.                                                           

  (c) Except as disclosed in Schedule E, none of the Reporting Persons has
effected any transactions in the Common Stock during the past 60 days. None of  
the Reporting Persons is aware of any information that indicates that any other 
Reporting Person has effected any such transaction.                             

   (d) By virtue of the relationships described in Item 2 of this statement,
MS may be deemed to have the power to direct the receipt of dividends declared  
on the shares of Common Stock held by MSCGI and MS&Co. and the proceeds from the
sale of the shares of Common Stock.                                             

(e) Not applicable.                                                   

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

Exhibit 1      Joint Filing Agreement dated March 21, 2006 between MS, MSCGI,   
and MS&Co.                                        

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 SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

Dated:  March 21, 2006                                                          

                            MORGAN STANLEY

                                 /s/ Dennine Bullard
                                               ---------------------------------
                                    Name:  Dennine Bullard
                                         Title: Authorized Signatory

                                               MORGAN STANLEY CAPITAL GROUP INC.

                                  /s/ Robert P. Kinney
                                               ---------------------------------
                                     Name:  Robert P. Kinney
                                   Title: Vice President

                                               MORGAN STANLEY & CO. INCORPORATED

                                 /s/ Dennine Bullard
                                               ---------------------------------
                                    Name:  Dennine Bullard
                                         Title: Authorized Signatory

                                    MORGAN STANLEY DW INC.

                              /s/ Kirk Wickman
                                               ---------------------------------
                                 Name:  Kirk Wickman
                                       Title: Managing Director,
                                           General Counsel
                                         and Secretary

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                                                                      SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY

The names of the directors and the names and titles of the executive  
officers of Morgan Stanley ("MS") and their principal occupations are set forth 
below. The business address of each of the directors or executive officers is   
that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise         
indicated, each occupation set forth opposite an individual's name refers to MS 
and each individual is a United States citizen.                                 

Name                        Title                                               
----                        -----                                               

*John J. Mack               Chairman of the Board and Chief Executive Officer   

*Roy J. Bostock             Chairman of the Partnership for a Drug-Free America 

*Erskine B. Bowles          President-Elect of the University of North Carolina 

*Sir Howard J. Davies(1)    Director, The London School of Economics and        
Political Science       

*C. Robert Kidder           Principal of Stonehenge Partners, Inc.              

*Charles H. Noski           Corporate Vice President and Chief Financial Officer
 of Northrop Grumman Corp.

*O. Griffith Sexton         Adjunct professor of finance at Columbia Business   
School                  

*Laura D'Andrea Tyson       Dean of the London Business School                  

*Klaus Zumwinkel(2)         Chairman of the Board of Management of Deutsche     
Post AG                 

Walid Chammah               Head of Investment Banking                          

Jonathan Chenevix-Trench(3) Chairman, Morgan Stanley International              

Zoe Cruz                    Co-President                                        

Thomas Daula                Chief Risk Officer                                  

James P. Gorman             President and COO, Global Wealth Management Group   

David Heleniak              Vice Chairman                                       

Roger C. Hochschild         President and COO, Discover Financial Services      

Jerker Johansson(4)         Co-Head of Institutional Sales and Trading          

Gary G. Lynch               Chief Legal Officer                                 

Alasdair Morrison(5)        Chairman and CEO, Morgan Stanley Asia               

Eileen Murray               Head of Global Operations and Technology            

David W. Nelms              Chairman and CEO, Discover Financial Services       

Thomas Nides                Chief Administrative Officer and Secretary          

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Robert W. Scully            Co-President                                        

Neal Shear                  Co-Head of Institutional Sales and Trading          

David H. Sidwell            Executive Vice President and Chief Financial Officer

Cordell Spencer(6)          Deputy Head of Investment Banking                   

Owen D. Thomas              President and COO, Investment Management            

(1)   Sir Howard Davies is an English citizen.                                  
(2)   Klaus Zumwinkel is a German citizen.                                      
(3)   Jonathan Chenevix-Trench is an English citizen.                           
(4)   Jerker Johansson is a Swedish citizen.                                    
(5)   Alasdair Morrison is an English citizen.                                  
(6)   Cordell Spencer is a Canadian citizen.                                    
(*)   Director                                                                  

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                                                                      SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS
OF
 MORGAN STANLEY CAPITAL GROUP, INC

The names of the directors and the names and titles of the executive  
officers of Morgan Stanley Capital Group, Inc ("MSCGI") and their principal     
occupations are set forth below. The business address of each of the directors  
or executive officers is that of MSCGI at 2000 Westchester Avenue, Floor 01,    
Purchase, NY 10577. Unless otherwise indicated, each occupation set forth       
opposite an individual's name refers to MSCGI and each individual is a United   
States citizen.                                                                 

Name                          Title                                             
----                          -----                                             

*John A. Shapiro              Chairman and President                            

G. William Brown              Vice President                                    

Colin Bryce                   Vice President                                    

Kenneth Carlino               Vice President                                    

Benjamin Cross                Vice President                                    

Michael H. Drury              Vice President                                    

Simon T.W. Greenshields       Vice President                                    

Deborah L. Hart               Vice President                                    

Nancy A. King                 Vice President                                    

Robert P. Kinney              Vice President                                    

Christopher Marmo             Vice President                                    

Stephen P. Mettler            Vice President                                    

*Philip V. Newcomb            Vice President                                    

*Mary Lou Peters              Vice President                                    

Ian Henry Franklin Potter     Vice President                                    

Olav N. Refvik                Vice President                                    

Brian J. Armstrong            Treasurer                                         

William F. McCoy              Secretary                                         

(*)    Director                                                                 

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                                                                      SCHEDULE C

EXECUTIVE OFFICERS AND DIRECTORS
OF
 MORGAN STANLEY & CO. INCORPORATED

The names of the directors and the names and titles of the executive  
officers of Morgan Stanley & Co. Incorporated ("MS&Co.") and their principal    
occupations are set forth below. The business address of each of the directors  
or executive officers is that of MS&Co. at 1585 Broadway, New York, New York    
10036. Unless otherwise indicated, each occupation set forth opposite an        
individual's name refers to MS&Co. and each individual is a United States       
citizen.                                                                        

Name                      Present Principal Occupation                          
----                      ----------------------------                          

*Walid A. Chammah         Managing Director of MS&Co.                           
        and Head of Investment Banking of MS

*Charles Chasin           Managing Director of MS&Co.                           
                 and Chief of Staff to the Co-Presidents of MS

*Zoe Cruz                 Managing Director, Chief Executive Officer            
                  and President of MS&Co. and Co-President of MS

*Richard Portogallo       Managing Director of MS&Co.                           
          and Head of U.S. Equity Division of MS

*Robin Roger              Managing Director of MS&Co.                           

*Neal A. Shear            Managing Director of MS&Co.                           
                        and Co-Head of Institutional Sales and Trading of MS

*Cordell G. Spencer       Managing Director of MS&Co.                           
               and Deputy Head of Investment Banking of MS

John H. Faulkner          Managing Director, General Counsel                    
and Secretary of MS&Co.     

Paul C. Wirth             Managing Director and Chief Financial Officer of      
                          MS&Co. and Controller and Principal Accounting Officer
of MS                       

Jill W. Ostergaard        Managing Director and Chief Compliance Officer        
of MS&Co.                   

(*)   Director                                                                  

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                                                                      SCHEDULE D

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY DW INC.

The names of the directors and the names and titles of the executive  
officers of Morgan Stanley DW Inc. ("MSDW") and their principal occupations are 
set forth below. The business address of each of the directors or executive     
officers is that of MSDW at 2000 Westchester Avenue, Floor 01, Purchase, NY     
10577. Unless otherwise indicated, each occupation set forth opposite an        
individual's name refers to MSDW and each individual is a United States citizen.

Name                      Present Principal Occupation                          
----                      ----------------------------                          

*Frank Bianco             Managing Director, Controller                         
and Chief Financial Officer 

*Michael R. Durbin        Managing Director                                     

*Raymond A. Harris        Acting President and COO, Individual Investor Group   
of MS                       

*Richard R. Sanchez       Managing Director                                     

*Kirk Wickman             Managing Director, General Counsel and Secretary      

James P. Gorman           President, Chief Executive Officer, Chief Operating   
Officer, Managing Director  

Jeffrey L. Adams          Managing Director                                     

Ian Bernstein             Managing Director                                     

Michael A. Burke, Sr.     Managing Director                                     

Ronald T. Carman          Managing Director and Assistant Secretary             

Noland Cheng              Managing Director                                     

Scott R. Graflund         Managing Director                                     

Shelley S. Hanan          Managing Director                                     

Thomas K. Harms           Managing Director                                     

Henry E. Kaplan           Managing Director                                     

Douglas J. Ketterer       Managing Director                                     

Paul W. Klug              Managing Director                                     

Steven G. Magee           Managing Director                                     

William A. McMahon        Managing Director                                     

James Mahon               Managing Director                                     

Kevin Morano              Managing Director                                     

Thomas P. O'Brien         Managing Director                                     

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Michelle B. Oroschakoff   Chief Compliance Officer                              

Daniel Petrozzo           Managing Director                                     

Raymond M. Smesko         Managing Director                                     

Sririam Subramaniam       Managing Director                                     

Edward M. Sullivan        Managing Director                                     

George D. Sullivan        Managing Director                                     

Jeffrey S. Swartz         Managing Director                                     

Benedict R. Tarantino     Managing Director                                     

Todd R. Taylor            Managing Director                                     

Chris Van Aeken           Managing Director                                     

Eileen Wallace            Treasurer                                             

(*)   Director                                                                  

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                                                                      SCHEDULE E

 TRANSACTIONS IN THE PAST SIXTY DAYS BY MSDW

  Unless otherwise indicated, each of the transactions described below was
effected for cash on the New York Stock Exchange.                               

                  Number of Shares
Purchase/Sale            Date             of Common Stock        Price per Share
-------------            ----             ---------------        ---------------
Purchase          Feb. 10, 2006              225                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              525                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              375                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              450                   7.3819 
Purchase          Feb. 10, 2006              550                   7.3819 
Purchase          Feb. 10, 2006              450                   7.3819 
Purchase          Feb. 10, 2006              450                   7.3819 
Purchase          Feb. 10, 2006              425                   7.3819 
Purchase          Feb. 10, 2006              425                   7.3819 
Purchase          Feb. 10, 2006              2200                  7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              375                   7.3819 
Purchase          Feb. 10, 2006              425                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              575                   7.3819 
Purchase          Feb. 10, 2006              350                   7.3819 
Purchase          Feb. 10, 2006              550                   7.3819 
Purchase          Feb. 10, 2006              400                   7.3819 
Purchase          Feb. 10, 2006              425                   7.3819 
Purchase          Mar. 9, 2006               650                   7.3437 
Purchase          Mar. 9, 2006               2375                  7.3437 
Purchase          Mar. 9, 2006               750                   7.3437 
Purchase          Mar. 9, 2006               600                   7.3437 
Purchase          Mar. 9, 2006               550                   7.3437 
Purchase          Mar. 9, 2006               500                   7.3437 
Purchase          Mar. 9, 2006               2125                  7.3437 
Purchase          Mar. 9, 2006               725                   7.3437 
Purchase          Mar. 9, 2006               575                   7.3437 
Purchase          Mar. 9, 2006               750                   7.3437 
Purchase          Mar. 9, 2006               550                   7.3437 
Purchase          Mar. 9, 2006               1000                  7.3437 
Purchase          Mar. 9, 2006               650                   7.3437 
Purchase          Mar. 9, 2006               600                   7.3437 
Purchase          Mar. 9, 2006               525                   7.3437 
Purchase          Mar. 9, 2006               550                   7.3437 
Purchase          Mar. 9, 2006               575                   7.3437 

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EXHIBIT INDEX                                                                   
Exhibit 1         Joint Filing Agreement dated March 21, 2006 between MS, MSCGI,
MS&Co and MSDW.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed as of:		3/22/06							8-K
Filed on:		3/21/06		1		19			8-K
		1/31/06		9		10			4,  424B2,  FWP,  SC 13D/A
		2/4/05		7					PRE 14A
		1/10/05		6					3,  4,  424B3,  SC 13D,  SC 13G/A
		11/17/03		7					13F-HR,  8-K
		1/1/00		7
									List all Filings