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. )*

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

                  Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                  89393410
                 -----------------------------------------
                               (CUSIP Number)

  Jeffrey A. Welikson, Esq.                       With a copy to:
          Secretary                              David Golay, Esq.
Lehman Brothers Holdings Inc.         Fried, Frank, Harris, Shriver & 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)

                              October 16, 2003
-------------------------------------------------------------------------------
          (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 11 PAGES

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                    Lehman Brothers Holdings Inc.
       S.S. OR I.R.S. IDENTIFICATION NO. OF        13-321632
       ABOVE PERSON

--------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A                    (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
                      4,865,116 shares of Common Stock
                 ---------------------------------------------------------------
 BENEFICIALLY    8    SHARED VOTING POWER
   OWNED BY
                      -0-
                 ---------------------------------------------------------------
     EACH        9    SOLE DISPOSITIVE POWER
   REPORTING
                      4,865,116 shares of Common Stock
                 ---------------------------------------------------------------
    PERSON       10   SHARED DISPOSITIVE POWER
     WITH
                      -0-
--------------------------------------------------------------------------------
11               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 4,865,116 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)

                 10.7%
--------------------------------------------------------------------------------
14               TYPE OF REPORTING PERSON

                 HC/CO
--------------------------------------------------------------------------------



                                SCHEDULE 13D

CUSIP NO.  89393410                                     PAGE 3 OF 11 PAGES

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                      Lehman Brothers Inc.
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE    13-2518466
       PERSON

--------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A                    (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
                      4,865,116 shares of Common Stock
                 ---------------------------------------------------------------
 BENEFICIALLY    8    SHARED VOTING POWER
   OWNED BY
                      -0-
                 ---------------------------------------------------------------
     EACH        9    SOLE DISPOSITIVE POWER
   REPORTING
                      4,865,116 shares of Common Stock
                 ---------------------------------------------------------------
    PERSON       10   SHARED DISPOSITIVE POWER
     WITH
                      -0-
--------------------------------------------------------------------------------
11               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 4,865,116 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)

                 10.7%
--------------------------------------------------------------------------------
14               TYPE OF REPORTING PERSON

                    HC/CO
--------------------------------------------------------------------------------



                                SCHEDULE 13D

CUSIP NO.  89393410                                     PAGE 4 OF 11 PAGES

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                      LB I Group Inc.
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE    13-2741778
       PERSON
--------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A                    (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
                      4,862,878 shares of Common Stock
                 ---------------------------------------------------------------
 BENEFICIALLY    8    SHARED VOTING POWER
   OWNED BY
                      -0-
                 ---------------------------------------------------------------
     EACH        9    SOLE DISPOSITIVE POWER
   REPORTING
                      4,862,878 shares of Common Stock
                 ---------------------------------------------------------------
    PERSON       10   SHARED DISPOSITIVE POWER
     WITH
                      -0-
--------------------------------------------------------------------------------
11               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 4,862,878 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)

                 10.7%
--------------------------------------------------------------------------------
14               TYPE OF REPORTING PERSON

                    HC/CO
--------------------------------------------------------------------------------



ITEM 1.   SECURITY AND ISSUER

          This statement  relates to the Common Stock, par value $0.01 (the
"Common  Stock"),  of  TransMontaigne  Inc.,  a Delaware  corporation  (the
"Company").  The address of the principal  executive offices of the Company
is 370 Seventeenth Street, Suite 2750, Denver, Colorado 80202.

ITEM 2.   IDENTITY AND BACKGROUND

          This statement is filed on behalf of the following  entities (the
"Reporting Persons"):

          Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
          745 Seventh Avenue
          New York, NY 10019

          Holdings is one of the leading global investment  banks,  serving
institutional,   corporate,  government  and  high  net-worth  clients  and
customers. Holdings is the parent of Lehman Brothers Inc.

          Lehman Brothers Inc., a Delaware corporation ("LBI"),
          745 Seventh Avenue
          New York, NY 10019

          LBI,  a  broker-dealer   registered   under  Section  15  of  the
Securities  Exchange Act of 1934, as amended,  is a wholly owned subsidiary
of Holdings and is the parent of LB I Group Inc.

          LB I Group Inc., a Delaware corporation ("LB I Group"),
          745 Seventh Avenue
          New York, NY 10019

          LB I Group is a wholly owned subsidiary of Lehman.

          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.

          Neither the Reporting  Persons nor, to the best  knowledge of the
Reporting  Persons,  any of the  persons  listed in  Appendix A hereto have
during the last five  years (i) been  convicted  in a  criminal  proceeding
(excluding  traffic  violations or similar  misdemeanors) or (ii) except as
set  forth in  Appendix  B  attached  hereto  and  incorporated  herein  by
reference  has  been  party  to  a  civil   proceeding  of  a  judicial  or
administrative  body of a  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 mandating  activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

ITEM 3.   SOURCE OF FUNDS OR OTHER CONSIDERATION

          See Item 4 below.

ITEM 4.   PURPOSE OF TRANSACTION

          On October  9, 2003,  LB I Group  entered  into a Stock  Purchase
Agreement (the "Purchase  Agreement")  with First Reserve Fund VII, Limited
Partnership,  a Delaware limited partnership,  and First Reserve Fund VIII,
L.P., a Delaware limited partnership (together, the "Sellers"), pursuant to
which LB I Group  acquired from the Sellers  32,095 shares of the Company's
Series B  Convertible  Preferred  Stock,  par value  $0.01  per share  (the
"Preferred Stock") for $920.00 per Share, plus the cash amount of dividends
on each Share that were accrued (whether or not declared), for an aggregate
purchase  price of  $29,575,542.50,  in  accordance  with the  terms of and
conditions  to the  Purchase  Agreement.  The  source of such funds was the
working  capital of LB I Group.  As of October  9,  2003,  the Shares  were
convertible  into 4,862,878 shares of Common Stock at a conversion price of
$6.60 per share of Common Stock.

          In connection with the Purchase  Agreement,  Ben A. Guill, one of
designees  of the Sellers  serving as a member of the board of directors of
the Company (the "Board"),  resigned as a member of the Board, and David J.
Butters,  LB I Group's  designee,  was  elected  by the Board to serve as a
member of the Board until his successor is duly elected and qualified.

          Furthermore,   pursuant  to  a  letter   agreement  (the  "Letter
Agreement"),  dated  October 9, 2003,  from the Company to LB I Group,  the
Company  agreed to nominate  Mr.  Butters to stand for  re-election  to the
Board at the Company's 2003 annual meeting of  stockholders.  In the Letter
Agreement, the Company further agreed to include Mr. Butters, or such other
designee  of LB I Group  as LB I  Group  may  determine,  on the  slate  of
directors  recommended by the Company, and to oppose any proposal to remove
such  designee,  at each meeting of  stockholders  at which the election or
removal  of  directors  is on the  agenda.  The  Letter  Agreement  further
provides that the  Company's  obligations  thereunder  will cease when LB I
Group no longer beneficially owns at least 5% of the Company's  outstanding
common  stock  (including   outstanding  common  equivalents)  (the  "Board
Termination  Event").  The Letter  Agreement also provides  that,  upon the
occurrence of the Board Termination  Event, LB I Group's right to designate
a member of the Board and the Company's  obligations  with respect  thereto
shall  cease and LB I Group  will cause such  designee  to resign  from the
Board.

          The Shares were  purchased  to acquire an equity  interest in the
Company in pursuit of  specified  investment  objectives  of the  Reporting
Persons. The Reporting Persons intend to continually evaluate the Company's
business, prospects,  financial condition, the market for the Shares, other
opportunities   available  to  the  Reporting  Persons,   general  economic
conditions,  money and stock market conditions and other factors and future
developments  that the  Reporting  Persons may deem  relevant  from time to
time.  Depending  on such  factors,  the  Reporting  Persons  may decide to
acquire  additional  securities  of the  Company or sell all or part of the
Shares.  Any such  acquisition or disposition may be effected  through open
market or privately negotiated transactions, or otherwise.

          The foregoing description of the Stock Purchase Agreement and the
Letter  Agreement  is not  intended to be complete  and is qualified in its
entirety by the complete  text of such  agreements  which are  incorporated
herein by  reference.  The Stock  Purchase  Agreement is filed as Exhibit 1
hereto and the Letter Agreement is filed as Exhibit 2 hereto.

          Except as set forth above,  none of the Reporting Persons nor, to
the knowledge of any Reporting Person, any person identified in Appendix A,
has any plans or proposals  which relate to or would result in the types of
transactions  set  forth  in  subparagraphs  (a)  through  (j) of Item 4 of
Schedule 13D.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

          (a) According to the Company's  preliminary  proxy statement (the
"Preliminary  Proxy  Statement")  filed with the  Securities  and  Exchange
Commission on October 3, 2003, there were 40,681,030  outstanding shares of
Common  Stock  as  of  September   22,  2003,   the  record  date  for  the
determination of stockholders entitled to vote at the Company's 2003 annual
meeting  of  stockholders.  As a  result  of the  transactions  consummated
pursuant to the Purchase  Agreement,  LBI and Holdings  became the indirect
owners of the Shares and LB I Group became the direct  beneficial  owner of
the Shares.  In addition,  LBI had been the direct  beneficial  owner,  and
Holdings had been the indirect  beneficial owner, of 2,238 shares of Common
Stock.   Accordingly,   the  percentage  of  the  shares  of  Common  Stock
beneficially  owned by each Reporting Person is indicated in Item 13 of the
cover page relating to such Reporting Person.  In addition,  based upon the
number of outstanding shares of Preferred Stock reported in the Preliminary
Proxy Statement,  the Shares  represent 44.0% of the outstanding  shares of
Preferred Stock.

          Furthermore,  the holders of record of shares of Preferred  Stock
vote  together with the holders of record of shares of Common Stock and the
holders of record of shares of the Company's  Series A Preferred Stock as a
single  class on all  actions  to be voted  on by the  stockholders  of the
Company, other than the election of directors.

          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.

          (b) Each  Reporting  Person has sole power to vote and dispose of
all of the shares of Common Stock which such Reporting Person  beneficially
owns.

          To the best  knowledge of the  Reporting  Persons,  none of their
respective  executive  officers  or  directors  has the power to vote or to
direct the vote or to dispose  or to direct the  disposition  of the Common
Stock  beneficially  owned by such  corporations  (other than in his or her
capacity as an executive officer or director of such corporations).

          (c)  Holdings  and  its  affiliates  in the  ordinary  course  of
business  as broker  dealers may have  purchased  and sold shares of Common
Stock on behalf of their customers.

          (d) Neither the Reporting  Persons nor, to the best  knowledge of
the Reporting  Persons,  any person listed in Appendix A hereto know of any
other  person  who has the right to  receive  or the  power to  direct  the
receipt of dividends  from, or the proceeds from the sale of, any shares of
Common  Stock  beneficially  owned by the  Reporting  Persons,  other  than
customers of LBI over whose shares LBI may have investment discretion.

          (e) Not applicable.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
          RESPECT TO SECURITIES OF THE ISSUER

          In connection  with the Purchase  Agreement,  LB I Group became a
party to the  Company's  Amended  and  Restated  Preferred  Stock  Investor
Registration Rights Agreement, dated as of June 27, 2002 (the "Registration
Rights Agreement"),  the Company's Stockholders' Agreement,  dated June 27,
2002 (the  "Stockholders'  Agreement")  and the Company's  Preferred  Stock
Recapitalization  Agreement,  dated  June 27,  2002 (the  "Recapitalization
Agreement").

          Under the  Registration  Rights  Agreement,  LB I Group  obtained
certain  piggyback  and demand  registration  and other rights  pursuant to
which LB I Group may cause the  Company  to  register  any of its shares of
Common Stock issued upon  conversion of the Shares under the Securities Act
of  1933,  as  amended,  subject  to the  terms  of and  conditions  to the
Registration Rights Agreement. Under the Registration Rights Agreement, any
one or more Preferred Stock Investor  Holders (as defined  therein) holding
Registrable  Securities (as defined therein) representing five percent (5%)
or more in the  aggregate of the then  outstanding  Common Stock  (assuming
conversion or exercise of all Common Stock Equivalents (as defined therein)
held by the Preferred Stock Investor Holders into Registrable Securities at
the then  conversion  price or exercise  price) may request four (4) demand
registrations, subject to the terms and conditions therein.

          Under  the  Stockholders'  Agreement,  subject  to the  terms and
conditions  therein, in the event that any Key Senior Executive (as defined
therein)  proposes to transfer  any shares of Common Stock in excess of the
amounts and during the time periods  specified therein (other than pursuant
to a transaction  open to all holders of Common Stock) to any person,  as a
condition to such transfer,  such Key Senior Executive is required to cause
the buyer to offer to purchase from each Investor (as defined therein),  at
each such  Investor's  option,  up to that number of shares  determined  in
accordance  with the terms therein on the same terms and  conditions as are
applicable to the transferor's shares.

          The  Stockholders'  Agreement also provides that,  subject to the
terms and conditions  therein, so long as at least 50% (on an individual or
aggregate  basis) of the shares of Common Stock  beneficially  owned by the
Investors or their  affiliates as of the date thereof  remain  beneficially
owned by such Investors (as defined therein) or such affiliates  during the
five year  period  beginning  on the date  thereof  and ending on the fifth
anniversary of such date, each Key Senior Executive agrees not to transfer,
in any  transaction  or series of  transactions  during such  period,  that
number of shares of Common Stock that  represents  in excess of thirty five
percent (35%) of the aggregate number of shares of Common Stock (calculated
by  treating  all  options  held by such Key Senior  Executive  to purchase
shares of Common Stock as exercised)  held by such Key Senior  Executive as
of June 30, 2002, and shares acquired  subsequent to such date, as adjusted
to reflect any stock split,  stock  dividend,  recapitalization  or similar
event after June 30, 2002 (other than in  compliance  with terms thereof or
in a transaction open to all holders of Common Stock).

          In connection with the Purchase  Agreement,  the requisite number
of Investors  (as defined  therein) and the Company  agreed that so long as
the  Shares  are  beneficially  owned by LB I Group,  the  Shares  shall be
treated as though they continued to be  beneficially  owned by the original
Investors (as defined therein).

          Under the  Recapitalization  Agreement,  subject to the terms and
conditions  therein,  the Company agreed to comply with certain  covenants,
including certain affirmative covenants that require the Company to, and to
cause each of its  subsidiaries  to,  maintain its corporate  existence and
tangible assets in good repair,  comply with all applicable laws,  promptly
pay its taxes and keep adequate  insurance,  each as therein provided.  The
Recapitalization  Agreement  also provided  that,  subject to the terms and
conditions  therein,  the  Investors  (as defined  therein)  would  receive
certain financial  information of the Company as well as certain inspection
rights  and the right to  communicate  with the senior  management  and the
accountants of the Company, each as therein provided.  The Recapitalization
Agreement also included  certain  negative  covenants that,  subject to the
terms and  conditions  therein,  prohibit  the Company from (a) issuing any
shares or class or series of  equity or  equity-linked  security,  which is
senior to, or pari passu with, the Preferred Stock as to dividend  payments
or amounts payable in the event of liquidation or winding-up of the Company
other than any  additional  shares of Series A  Preferred  Stock  issued as
dividends  on the Series A  Preferred  Stock and any  additional  shares of
Preferred Stock issued as dividends on the Preferred  Stock,  (b) except as
provided therein,  redeeming,  repurchasing or otherwise acquiring,  either
directly  or  indirectly  through  any of its  subsidiaries,  any shares of
capital  stock of the Company,  or any other rights or options to subscribe
for or purchase any capital stock of the Company and (c) permitting the par
value or the  determined  or stated  value of any  shares  of Common  Stock
receivable  upon the  conversion of the shares of Preferred  Stock acquired
pursuant  to the  Recapitalization  Agreement  (or  other  recapitalization
agreements between the Company and other Investors (as defined therein)) to
exceed the amount payable therefor upon such conversion.

          In  connection  with the  Purchase  Agreement,  David J.  Butters
became a director of the Company. See Item 4 above.

          The foregoing  description of the Registration  Rights Agreement,
the  Stockholders'  Agreement  and the  Recapitalization  Agreement  is not
intended to be complete  and is  qualified  in its entirety by the complete
text of such agreements  which are  incorporated  herein by reference.  The
Registration   Rights   Agreement  is  filed  as  Exhibit  3  hereto,   the
Stockholders'   Agreement   is  filed   as   Exhibit   4  hereto   and  the
Recapitalization Agreement is filed as Exhibit 5 hereto.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

     1.   Stock  Purchase  Agreement,  dated as of October 9, 2003,  by and
          among the Sellers on one hand, and LBI on the other hand.

     2.   Letter  Agreement,  dated as of October 9, 2003, from the Company
          to LBI.

     3.   The  Company's  Amended and  Restated  Preferred  Stock  Investor
          Registration  Rights  Agreement,   dated  as  of  June  27,  2002
          (incorporated  by  reference  to  Exhibit  99.5 of the  Company's
          Current Report on Form 8-K filed on July 15, 2002).

     4.   The  Company's  Stockholders'  Agreement,  dated  June  27,  2002
          (incorporated  by  reference  to  Exhibit  99.8 of The  Company's
          Current Report on Form 8-K filed on July 15, 2002).

     5.   The  Company's  Recapitalization  Agreement,  dated June 27, 2002
          (incorporated  by  reference  to  Exhibit  99.3 of The  Company's
          Current Report on Form 8-K filed on July 15, 2002).



                                 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:  October 16, 2003

                                          LEHMAN BROTHERS HOLDINGS INC.

                                          By: /s/  Barrett S. DiPaolo
                                              -------------------------------
                                              Name: Barrett S. DiPaolo
                                              Title:  Senior Vice President


                                          LEHMAN BROTHERS INC.


                                          By: /s/  Barrett S. DiPaolo
                                              -------------------------------
                                              Name:  Barrett S. DiPaolo
                                              Title:  Senior Vice President


                                          LB I GROUP INC.


                                          By:  /s/  Barrett S. DiPaolo
                                              -------------------------------
                                               Name:  Barrett S. DiPaolo
                                               Title: Senior Vice President




                                 APPENDIX A

                       LEHMAN BROTHERS HOLDINGS INC.

                             BOARD OF DIRECTORS

NAME / TITLE                                      BUSINESS ADDRESS
------------                                      ----------------

MICHAEL L. AINSLIE                                Lehman Brothers Holdings Inc.
Private Investor and former President and         745 Seventh Avenue
Chief Executive Officer of Sotheby's Holdings     New York, New York 10019

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 Company          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.

HENRY KAUFMAN                                     Lehman Brothers Holdings Inc.
President of Henry Kaufman & Company, Inc.        745 Seventh Avenue
                                                  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 Actress        New York, New York 10019

SIR CHRISTOPHER GENT                              Lehman Brothers Holdings Inc.
Former Chief Executive Officer                    745 Seventh Avenue
of Vodafone Plc                                   New York, New York 10019

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
------------                                      ----------------

RICHARD S. FULD, JR.                              Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer              745 Seventh Avenue
of Lehman Brothers Holdings Inc.                  New York, New York 10019
DAVID GOLDFARB                                    Lehman Brothers Holdings Inc.
Chief Financial Officer                           745 Seventh Avenue
                                                  New York, New York 10019

JOSEPH M. GREGORY                                 Lehman Brothers Holdings Inc.
Chief Administrative Officer                      745 Seventh Avenue
                                                  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
THOMAS A. RUSSO                                   Lehman Brothers Holdings Inc.
Chief Legal Officer                               745 Seventh Avenue
                                                  New York, New York 10019

BRADLEY H. JACK                                   Lehman Brothers Holdings Inc.
Head of Investment Banking                        745 Seventh Avenue
Division                                          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
------------                                      ----------------

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

SHERMAN R. LEWIS, JR.                             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
------------                                      ----------------

RICHARD S. FULD, JR.                              Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer              745 Seventh Avenue
                                                  New York, New York 10019
DAVID GOLDFARB                                    Lehman Brothers Holdings Inc.
Chief Financial Officer                           745 Seventh Avenue
                                                  New York, New York 10019

JOSEPH M. GREGORY                                 Lehman Brothers Holdings Inc.
Chief Operating Officer                           745 Seventh Avenue
                                                  New York, New York 10019

BRADLEY H. JACK                                   Lehman Brothers Holdings Inc.
Chief Operating Officer                           745 Seventh Avenue
                                                  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
------------                                      ----------------

DAVID GOLDFARB                                    Lehman Brothers Holdings Inc.
Director                                          745 Seventh Avenue
                                                  New York, New York 10019

ROCCO F. ANDRIOLA                                 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
------------                                      ----------------

DEXTER E SENFT                                    Lehman Brothers Holdings Inc.
Managing Director                                 745 Seventh Avenue
                                                  New York, New York 10019

MICHAEL I BRILL                                   Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

MICHAEL J KONIGSBERG                              Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

EDWARD B MCGEOUGH                                 Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

BRIAN P WADE                                      Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

JARETT WAIT                                       Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

ALAN WASHKOWITZ                                   Lehman Brothers Holdings Inc.
Senior Vice President                             745 Seventh Avenue
                                                  New York, New York 10019

JEFFREY S WECKER                                  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

     Lehman and its affiliates have been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of
their businesses. Certain of such proceedings have resulted in findings of
violation of federal or state securities laws. Each of these proceedings
was settled by Lehman or its affiliate consenting to the entry of an order
without admitting or denying the allegations in the complaint. All of such
proceedings are reported and summarized in the Schedule D to Lehman's Form
BD filed with the Securities and Exchange Commission, which descriptions
are hereby incorporated by reference.