SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRITON ENERGY CORPORATION
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TRITON ENERGY CORPORATION
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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TRITON ENERGY CORPORATION
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TEXAS 75206
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1994
To the Shareholders of
TRITON ENERGY CORPORATION
Notice is hereby given that the annual meeting of shareholders of Triton
Energy Corporation (the "Company"), a Texas corporation, will be held at 11:00
a.m., Dallas time, on Thursday, November 10, 1994, at the Royal Oaks Country
Club, 7915 Greenville Avenue, Dallas, Texas 75231 for the following purposes:
(1) To elect five directors to serve until the third annual meeting of
shareholders to occur after the November 10, 1994 meeting, or until their
respective successors shall have been duly elected and qualified; and
(2) To consider and act upon such other matters as may properly come before
the meeting.
Only holders of record of Common Stock at the close of business on September
22, 1994, are entitled to receive notice of and to vote at the meeting, or any
adjournment or adjournments thereof. The meeting may be adjourned from time to
time without notice other than announcement at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. REGARDLESS OF WHETHER YOU PLAN TO BE PRESENT AT THE MEETING
IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE
YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR AT DIFFERENT ADDRESSES, EACH
SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES
WILL BE VOTED. THE PROXY CARD SHOULD BE SIGNED BY ALL REGISTERED HOLDERS EXACTLY
AS THE STOCK IS REGISTERED.
This notice, the Annual Report to Shareholders, the Proxy Statement and the
proxy card that are enclosed herewith are sent to you by order of the Board of
Directors of the Company.
By Order of the Board of Directors
Robert B. Holland, III
SECRETARY
Dallas, Texas
October 3, 1994
TRITON ENERGY CORPORATION
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TEXAS 75206
(214) 691-5200
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1994
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the holders of Common Stock, par value
$1.00 per share (the "Common Stock"), of Triton Energy Corporation (the
"Company"), a Texas corporation, in connection with the solicitation, by order
of the Board of Directors on behalf of the management of the Company, of proxies
to be voted at the annual meeting of shareholders of the Company to be held on
November 10, 1994 (the "Annual Meeting"), and at any and all adjournments
thereof, at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting. The approximate date on which this Proxy
Statement, the Notice of Annual Meeting and the accompanying card were first
sent or given to shareholders was October 3, 1994.
The purpose of the Annual Meeting is to consider and act upon (i) the
election of five directors to serve until the third annual meeting of
shareholders to occur after the Annual Meeting, or until their successors have
been duly elected and qualified; and (ii) such other matters as may properly
come before the Annual Meeting or any adjournment thereof.
Proxies in the accompanying form that are properly executed, returned to the
Company and not revoked will be voted at the Annual Meeting. Any shareholder has
the unconditional right to revoke his proxy at any time before it is voted.
Proxies may be revoked by duly executing a later dated proxy relating to the
shares being voted or by attending the Annual Meeting and voting by ballot in
person (attending the Annual Meeting without executing a ballot will not
constitute revocation of a proxy). A proxy in the accompanying form which is
properly executed, received by the Company and not revoked will be voted only as
specified in the proxy. Unless the shareholder specifies otherwise, a proxy in
the accompanying form which is properly executed, returned by a shareholder to
the Company and not revoked will be voted (i) FOR the election of the five
individuals who have been nominated by the Board of Directors to serve as
directors of the Company; and (ii) at the discretion of the proxy holders with
regard to any other matters that may properly come before the Annual Meeting.
Management of the Company knows of no matters other than as described in the
accompanying Notice of Annual Meeting that are likely to be brought before the
meeting. However, if any other matters, not now known, properly come before the
meeting, the persons named in the enclosed proxy will vote the proxy in
accordance with their best judgment on such matters.
VOTING AND PRINCIPAL SHAREHOLDERS
At September 22, 1994, the Record Date (herein so called) for the
determination of shareholders entitled to receive notice of and to vote at the
Annual Meeting, there were outstanding 35,502,143 shares of Common Stock which
were held of record by approximately 7,034 shareholders. Each share of Common
Stock is entitled to one vote on any matter to come before the Annual Meeting.
The presence, in person or by proxy, of the holders of at least a majority
of the shares of Common Stock entitled to vote as of the Record Date is
necessary to constitute a quorum at the Annual Meeting. Each share represented
at the Annual Meeting in person or by proxy will be counted toward a quorum.
Approval of the proposal to elect the five nominees to serve as directors
requires the affirmative vote of the holders of a plurality of the shares of
Common Stock represented at the Annual Meeting and entitled to vote thereon,
provided a quorum is present. Votes may be cast in favor or
withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect. The holders of Common Stock have no appraisal or similar
rights with respect to any matter scheduled to be voted on at the Annual
Meeting.
The following table sets forth information as of September 22, 1994, except
as noted below, regarding the beneficial ownership of capital stock of the
Company by each person known to the Company to own 5% or more of the outstanding
shares of the Common Stock, each director of the Company and each nominee for
director, the Company's Chief Executive Officer, each of the Company's four
other most highly compensated executive officers for fiscal 1994 and the
directors and executive officers of the Company as a group. The persons named in
the table have sole voting and investment power with respect to all shares of
capital stock owned by them, unless otherwise noted.
AMOUNT AND
NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- - - ----------------------------------------------------------------------------------- ------------------ -----------
Oppenheimer Group, Inc.
Oppenheimer Tower, World Financial Center
New York, New York 10281.......................................................... 4,084,372 11.50%
Dietche & Field Advisers, Inc.
437 Madison Avenue
New York, New York 10022.......................................................... 2,674,000 7.53
FMR Corp.
82 Devonshire St.
Boston, Massachusetts 02109....................................................... 1,960,000 5.52
Herbert L. Brewer.................................................................. 51,523(2) *
Ernest E. Cook..................................................................... 37,699(3) *
Ray H. Eubank...................................................................... 49,151(3) *
Thomas G. Finck.................................................................... 167,208(4) *
Jesse E. Hendricks................................................................. 34,435(3) *
Fitzgerald S. Hudson............................................................... 165,000(2)(5) *
William I. Lee..................................................................... 315,774(6) *
John P. Lewis...................................................................... 31,090(3) *
Michael E. McMahon................................................................. 5,000(7) *
Graeme O. Morris................................................................... 30,103(3) *
Wellslake D. Morse, Jr............................................................. 30,683(3) *
J.G.A. Tucker...................................................................... 30,118(3) *
Edwin D. Williamson................................................................ 1,000 *
J. Otis Winters.................................................................... 7,000(8) *
John P. Tatum...................................................................... 89,037(9) *
Nick G. De'Ath..................................................................... 23,750(10) *
Robert B. Holland, III............................................................. 48,015(11) *
Peter Rugg......................................................................... 38,259(12) *
All executive officers and directors as a group (19 persons, including those
individuals named above).......................................................... 1,154,845(13) 3.20
<FN>
- - - ------------------------
* less than 1%
(1) Includes shares of Common Stock held by wives and minor children of
executive officers and directors and entities in which executive officers
or directors hold a controlling interest. Certain executive officers and
directors also own securities issued by corporations in which the Company
owns a minority equity interest. Information with respect to beneficial
ownership of shares of Common Stock by Oppenheimer Group, Inc., Dietche &
Field Advisers, Inc. and FMR Corp. is based solely upon the latest reports
of such entities on Schedules 13G filed with the Securities and Exchange
Commission.
2
(2) Includes 15,000 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(3) Includes 30,000 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(4) Includes 162,500 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(5) Includes 80,000 shares held by partnerships in which Mr. Hudson owns a 1%
interest and for which Mr. Hudson serves as general partner.
(6) Includes 5,000 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days and 16 shares of 5% Convertible
Preferred Stock of the Company which is convertible into shares of Common
Stock after October 1, 1994.
(7) Consists of 5,000 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(8) Includes 5,000 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(9) Includes 80,749 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days, and 6,667 shares issuable upon
conversion of Debentures.
(10) Consists of 23,750 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(11) Includes 43,750 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(12) Includes 37,500 shares issuable upon exercise of stock options that are
exercisable or exercisable within 60 days.
(13) Includes the shares issuable upon exercise of stock options and conversion
of Debentures as described in the foregoing footnotes.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, directors of the Company are
divided into three classes, such classes being as nearly equal in number as
possible. The Board of Directors has fixed the number of members of the Board of
Directors at 13 (effective at the Annual Meeting), consisting of five members
whose term of office expires in 1994, four members whose term of office expires
in 1995 and four members whose term of office expires in 1996.
At the Annual Meeting it is proposed that the nominees listed below be
elected as members of the Board of Directors with terms expiring in 1997. Each
such director shall be elected to serve in such capacity until the third annual
meeting of shareholders to occur after the Annual Meeting or until his successor
is duly elected and qualified.
INFORMATION CONCERNING DIRECTORS
Information concerning the five nominees proposed by the Board of Directors
for election as directors with terms expiring in 1997, along with information
concerning the present directors whose terms of office will continue after the
Annual Meeting, is set forth below.
3
In the event that any of the nominees for director becomes unable or
unwilling to accept nomination or election, the person or persons voting the
proxy will vote for the election in his stead of such person as management may
recommend. Unless otherwise instructed on the proxy, the proxy holders will vote
the proxies received by them FOR the election of the nominees shown below:
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE OFFICES WITH THE COMPANY SINCE
- - - ------------------------------------ ----------- ----------------------------------------------------------- -----------
NOMINEES
PRESENT TERM EXPIRES 1994
Ernest E. Cook...................... 68 Independent Oil and Gas Consultant and Independent Oil 1978
Operator
Ray H. Eubank....................... 67 Professional Consulting Engineer and Independent Oil 1969
Operator
John P. Lewis....................... 58 Managing Partner of J. Lewis Partners, L.P. 1987
Wellslake D. Morse, Jr.............. 67 Investments 1978
Edwin D. Williamson................. 55 Partner, Sullivan & Cromwell *
<FN>
- - - ------------------------
* Mr. Williamson was elected as a director with a term expiring in 1995, but
was nominated to serve a term expiring in 1997, at the September 1994 Board
of Directors meeting.
DIRECTORS CONTINUING IN OFFICE
PRESENT TERM EXPIRES 1995*
Thomas G. Finck.............. 48 President and Chief Executive Officer 1992
Fitzgerald S. Hudson......... 70 Investments 1992
William I. Lee............... 67 Chairman of the Board 1966
J.G.A. Tucker................ 65 Chairman of the Board of Directors of Crusader 1980
Limited
PRESENT TERM EXPIRES 1996*
Herbert L. Brewer............ 68 Investments 1989
Jesse E. Hendricks........... 80 Professional Consulting Engineer 1965
Michael E. McMahon........... 47 Managing Director, Lehman Brothers 1993
J. Otis Winters.............. 61 Chairman, Pate, Winters & Stone, Inc. 1993
- - - ------------------------
* The Company intends to change its fiscal year to the calendar year
effective December 31, 1994. As a result, the Company expects that in the
future its annual meeting of shareholders will take place in the second
calendar quarter, commencing in 1995.
Except as indicated below, all of the directors and nominees for director of
the Company have served in various capacities with the Company or in the
capacities specified above for a period of at least five years.
Mr. Williamson has been a partner in the law firm of Sullivan & Cromwell
since 1970, except from September 1990 to January 1993 when he served as the
legal adviser of the United States State Department. Sullivan & Cromwell
represents the parties, including the Company, to the Cusiana field association
contracts in connection with the formation of a joint stock company to
construct, own and operate pipeline and related facilities to transport
production from the Cusiana field.
In August 1992, Mr. Finck became a director, President and Chief Operating
Officer of the Company, and effective January 1, 1993, Mr. Finck became Chief
Executive Officer. From July 1, 1991, to August 13, 1992, Mr. Finck served as
President and Chief Executive Officer of American Energy Group, an independent
oil and natural gas exploration and production company. From May 1984 until June
1991, Mr. Finck served as President and Chief Executive Officer of Ensign Oil &
Gas Inc., a private domestic oil and gas exploration company. Mr. Finck also
served as Vice President-Chief Petroleum Engineer of Morgan Guaranty Trust
Company of New York from 1974 to 1980.
4
Mr. Hudson's principal occupation since 1991 has been his position as
general partner of Hudson Group Partners, a family investment partnership. From
1990 to 1991 Mr. Hudson was Chairman of the construction division of Willis
Corroon, an insurance brokerage firm. Mr. Hudson was the Chairman and Chief
Executive Officer of Collier Cobb and Associates, an insurance brokerage firm,
for more than five years prior to its sale in 1990.
Mr. Lee was Chairman of the Board of Directors and Chief Executive Officer
of the Company for more than five years prior to January 1993 when Mr. Finck
succeeded him as Chief Executive Officer. Mr. Lee has continued to serve as
Chairman of the Board.
Mr. Tucker has been Chairman of the Board of Crusader Limited, a corporation
in which the Company holds a 49.9% equity interest, for more than five years. He
is also a retired senior partner of the firm of Hungerford Hancock & Offner,
Chartered Accountants, Brisbane, Australia, where he served for more than five
years prior to his retirement.
Mr. Brewer served as Chairman of the Board and Chief Executive Officer of
Triton Europe plc, as well as Senior Vice President of the Company, until his
retirement on December 31, 1991.
Mr. McMahon became a Managing Director of Lehman Brothers in October 1994.
Prior to joining Lehman Brothers, Mr. McMahon was a partner in Aeneas Group,
Inc., a subsidiary of Harvard Management Company, Inc., from January 1993.
Harvard Management Company, Inc. is a private investment company responsible for
managing the endowment fund of Harvard University. Mr. McMahon was primarily
responsible for the fund's energy and commodities investments. From 1989 through
1992 Mr. McMahon was a Managing Director of Salomon Brothers, Inc., responsible
for investment banking activities with energy and chemical companies worldwide.
Mr. McMahon served as a Managing Director of Lehman Brothers from 1983 to 1989,
with responsibility for coordinating that firm's investment banking activities
with energy and mining companies worldwide.
Mr. Winters has been Chairman of Pate, Winters & Stone, Inc., a corporate
consulting firm since 1990.
Mr. Finck is a director of New Zealand Petroleum Company Limited, a
corporation in which the Company holds a 33.7% equity interest, and Crusader
Limited; Mr. Cook is on the Board of Directors of Input/Output, Inc.; Mr.
McMahon is a director of Tejas Power Corp. and Marine Drilling Company; and Mr.
Winters is on the Board of Directors of American Medical Technologies, Inc.,
Liberty Bancorp, Inc., Trident NGL, Inc. and United Medicorp, Inc. As far as is
known to the management of the Company, no other director or nominee for
director of the Company is a director of any company (other than the Company)
that has a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or that is
subject to the requirements of Section 15(d) of such Act, or any company
registered as an investment company under the Investment Company Act of 1940, as
amended.
As far as is known to the Company, no family relationships exist (i) between
the directors and the nominees for director of the Company, or (ii) between the
directors or nominees for director and the officers of the Company.
MEETINGS OF DIRECTORS AND COMMITTEES
During the fiscal year ended May 31, 1994, the Board of Directors held ten
meetings. Other than Messrs. Morris and Tucker (both of whom reside in
Australia), each director attended no less than 75% of these meetings and of the
meetings of the committees of the Board of Directors on which he served.
The Board of Directors has an Audit Committee, of which Mr. Lewis is
Chairman, composed of Messrs. Cook, Eubank, Hendricks, Lewis and Winters. The
committee held five meetings during the fiscal year ended May 31, 1994. The
functions performed by the Audit Committee include the selection of the
independent auditors, along with the review in conjunction with the independent
auditors of
5
the plans and scope of the audit engagement. The committee also reviews with the
independent auditors the results of their examination, approves the fee charged
by the independent auditors and reviews the Company's internal controls.
The Board of Directors has an Executive Committee, of which Mr. Winters is
Chairman, composed of Messrs. Finck, Hudson, Lee, Lewis and Winters. The
Executive Committee has the authority, subject to restrictions imposed by Texas
law and the Company's Bylaws, to act for the Board of Directors. The Executive
Committee has been specifically authorized by the Board of Directors to
recommend nominees for election to the Board of Directors and to fill additional
directorships that may be created, and to fill vacancies that may exist on the
Board of Directors. The Executive Committee will consider nominees recommended
by shareholders. Recommendations by shareholders should be submitted to the
Secretary of the Company and should identify the nominee by name and provide
detailed background information. The Executive Committee held five meetings
during the fiscal year ended May 31, 1994.
The Board of Directors also has a Compensation Committee, of which Mr.
Hudson is Chairman, composed of Messrs. Brewer, Hudson, McMahon and Morse. The
Compensation Committee held four meetings during the fiscal year ended May 31,
1994. This committee reviews and recommends the compensation to be paid to
employees and reviews, interprets and helps administer the 401(k) plan and the
various existing stock option, restricted stock and convertible debenture plans.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the Company's four other most highly compensated
executive officers who were executive officers at fiscal year end, based on
salary and bonus earned during fiscal 1994.
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------------------------
NAME AND OTHER ANNUAL RESTRICTED STOCK OPTIONS/
PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) COMPENSATION($) AWARD(S)($) SARS (#)(2)
- - - ------------------------------ ----------- ----------- ----------- ----------------- ----------------- -----------
Thomas G. Finck .............. 1994 520,833 225,000 9,750 -- 150,000
President and Chief 1993 405,979 -- -- -- 250,000
Executive Officer 1992 -- -- -- (1) -- --
John P. Tatum ................ 1994 329,167 -- 10,567 -- 150,000
Executive Vice President, 1993 231,145 -- -- -- 80,000
Operations 1992 199,000 839,645 -- (1) -- 36,000
Nick G. De'Ath(4) ............ 1994 190,000 -- 18,582 -- 75,000
Senior Vice President, 1993 -- -- -- -- 20,000
Exploration 1992 -- -- -- (1) -- --
Robert B. Holland, III(5) .... 1994 314,583 150,000 2,339 -- 100,000
Senior Vice President, 1993 125,000 -- -- -- 75,000
General Counsel and 1992 -- -- -- (1) -- --
Secretary
Peter Rugg(6) ................ 1994 279,167 100,000 32,260 -- 100,000
Senior Vice President and 1993 34,091 -- -- -- 50,000
Chief Financial Officer 1992 -- -- -- (1) -- --
PAYOUTS ALL OTHER
NAME AND --------------- COMPENSATION
PRINCIPAL POSITION LTIP PAYOUTS(#) ($)(1)
- - - ------------------------------ --------------- --------------
Thomas G. Finck .............. -- --
President and Chief -- --
Executive Officer -- --
John P. Tatum ................ -- --
Executive Vice President, -- 94,006(3)
Operations -- --
Nick G. De'Ath(4) ............ -- --
Senior Vice President, -- --
Exploration -- --
Robert B. Holland, III(5) .... -- --
Senior Vice President, -- --
General Counsel and -- --
Secretary
Peter Rugg(6) ................ -- --
Senior Vice President and -- --
Chief Financial Officer -- --
<FN>
- - - ------------------------------
(1) Disclosure of Other Annual Compensation and All Other Compensation is not
required for 1992.
(2) Options to acquire shares of Common Stock. Does not include Debentures
purchased by the named executive officers under the Debenture Plan. See
"Debenture Purchase."
(3) Represents the market value of 2,482 shares of Common Stock allocated to
Mr. Tatum pursuant to the ESOP, which value is based on the closing price
of the Common Stock as of May 31, 1994 as reported on the New York Stock
Exchange Composite Tape.
(4) Mr. De'Ath's employment by the Company commenced April 5, 1993.
(5) Mr. Holland's employment by the Company commenced January 4, 1993.
(6) Mr. Rugg's employment by the Company commenced April 13, 1993.
6
OPTION GRANTS DURING 1994 FISCAL YEAR
The following table provides information related to options and stock
appreciation rights granted to the named executive officers during fiscal 1994.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT
NUMBER OF ASSUMED ANNUAL RATES
SECURITIES OF STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION FOR OPTION
OPTIONS/ OPTIONS/SARS TERM(1)
SARS GRANTED TO EXERCISE OR ------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
(#)(2) FISCAL YEAR ($/SH)(3) DATE 0% 5%($) 10%($)
----------- ------------ ----------- ------------- -- --------- ---------
Thomas G. Finck....... 150,000 10.6 32.25 Oct. 21, 2003 -- 3,042,278 7,709,729
John P. Tatum......... 50,000 32.25 Oct. 21, 2003 -- 1,014,094 2,569,910
100,000 10.6 32.00 May 19, 2004 -- 2,012,463 5,099,976
Nick G. De'Ath........ 75,000 5.3 32.25 Oct. 21, 2003 -- 1,521,139 3,854,865
Robert B. Holland,
III.................. 100,000 7.1 32.25 Oct. 21, 2003 -- 2,028,185 5,139,819
Peter Rugg............ 100,000 7.1 32.25 Oct. 21, 2003 -- 2,028,185 5,139,819
<FN>
- - - ------------------------
(1) The potential realizable value portion of the table illustrates value that
might be realized upon exercise of the options immediately prior to the
expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock from the date of grant to the
expiration date. These numbers do not take into account provisions of
certain options providing for termination of the option following
termination of employment, nontransferability or vesting over periods of up
to four years.
(2) Options to acquire shares of Common Stock. Options become exercisable with
respect to 25% of the shares covered thereby on each anniversary of the
date of grant. In the event of a Change of Control (as hereafter defined)
of the Company, however, any unexercisable portion of the options will
become immediately exercisable.
(3) The exercise price is equal to the closing price of the Common Stock as of
the date of grant as reported on the New York Stock Exchange Composite
Tape. The exercise price may be paid in shares of Common Stock owned by the
executive officer, in cash, or in any other form of valid consideration or
a combination of any of the foregoing, as determined by the Compensation
Committee in its discretion.
7
OPTION EXERCISES DURING 1994 FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table provides information related to options and stock
appreciation rights exercised by the named executive officers during the 1994
fiscal year and the number and value of options held at fiscal year end.
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS/
UNDERLYING SARS
UNEXERCISED OPTIONS/SARS AT FY-END
SHARES AT FY-END (#) ($)(1)
ACQUIRED ON VALUE -------------------------- -----------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE
- - - ----------------------------------------- ----------------- --------------- ----------- ------------- -----------
Thomas G. Finck.......................... -- -- 62,500 337,500 --
John P. Tatum............................ -- -- 54,249 238,627 379,336
Nick G. De'Ath........................... -- -- 5,000 90,000 --
Robert B. Holland, III................... -- -- 18,750 156,250 4,688
Peter Rugg............................... -- -- 12,500 137,500 --
NAME UNEXERCISABLE
- - - ----------------------------------------- -------------
Thomas G. Finck.......................... 75,000
John P. Tatum............................ 342,815
Nick G. De'Ath........................... 37,500
Robert B. Holland, III................... 64,063
Peter Rugg............................... 50,000
<FN>
- - - ------------------------
(1) Value at fiscal year end is calculated based on the difference between the
option or SAR exercise price and the closing market price of the Common
Stock at May 31, 1994 multiplied by the number of shares to which the
option relates. On May 31, 1994, the closing price as reported by the New
York Stock Exchange Composite Tape was $32.75.
PENSION PLAN TABLE
The following table lists estimated annual benefits payable upon retirement
under the Company's Retirement Income Plan ("Retirement Plan"), including
amounts attributable to the Company's Supplemental Executive Retirement Plan
("SERP"), to participants with varying average earnings levels and years of
service.
YEARS OF CREDITED SERVICE
---------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- - - -------------------------------------- ----------- ----------- ----------- ----------- -----------
$100,000.............................. $ 37,500 $ 38,200 $ 38,800 $ 39,500 $ 40,100
150,000.............................. 63,300 64,300 65,300 66,300 67,300
200,000.............................. 88,300 89,300 90,300 91,300 92,300
250,000.............................. 113,300 114,300 115,300 116,300 117,300
300,000.............................. 138,300 139,300 140,300 141,300 142,300
350,000.............................. 163,300 164,300 165,300 166,300 167,300
400,000.............................. 188,300 189,300 190,300 191,300 192,300
450,000.............................. 213,300 214,300 215,300 216,300 217,300
500,000.............................. 238,300 239,300 240,300 241,300 242,300
550,000.............................. 263,300 264,300 265,300 266,300 267,300
600,000.............................. 288,300 289,300 290,300 291,300 292,300
Payments made under the Retirement Plan and SERP are based on years of
service and annual earnings. Salary and wages are included in the calculation of
average earnings, but bonuses, overtime, severance pay, overrides, royalties and
fringe benefits are excluded.
Under the Retirement Plan, the benefit which a participant is entitled to
receive at his normal retirement date (age 65) is equal to .8% of his average
monthly compensation multiplied by his years of service, not to exceed 30 years
plus .65% of his excess average monthly compensation multiplied by his years of
service, not to exceed 30 years. The Retirement Plan also provides an optional
early retirement benefit under which a participant may qualify for a reduced
pension after the attainment of age 55 and the completion of ten years of
service. Such benefit is further reduced if distribution commences prior to the
participant's normal retirement date.
The SERP provides supplemental benefits to selected employees who are also
participants in the Retirement Plan. The benefit levels under the SERP on normal
or early retirement are based on the
8
participant's final salary at retirement reduced by the participant's accrued
benefit under the Retirement Plan and further reduced by the participant's
primary Social Security benefits. A maximum of 50% of the participant's final
salary will be payable annually from the SERP. A participant's right to receive
a benefit is forfeited in the event a participant's employment is terminated for
cause. A participant vests in his retirement benefit over a ten-year period. A
participant's vesting is accelerated upon the occurrence of any of the following
events (a "Change of Control"): (i) the consummation of a merger or
consolidation of the Company, where the Company is not the surviving
corporation, or the sale or other transfer of all or substantially all of the
Company's assets, (ii) the shareholders of the Company approve a plan of
liquidation of the Company, (iii) any person or group becomes, without the prior
approval of the Board of Directors, a beneficial owner (as defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended) of securities of the Company
representing 25% or more of the Company's then outstanding securities having the
right to vote in the election of directors, or (iv) during any period of two
consecutive years, individuals who, at the beginning of such period constituted
the entire Board, cease for any reason (other than death) to constitute a
majority of the directors of the Company, unless the nomination for election of
each new director was approved by a vote of at least two-thirds of the directors
then still in office.
The SERP generally provides that a participant may elect to receive benefits
under the SERP in equal monthly installments over a period of 15 years or for
the remainder of the lifetime of the participant and his spouse. The Company has
purchased life insurance to fund the Company's obligations to participants.
For fiscal 1994, the remuneration included in the computation of annual
earnings under the Retirement Plan and the SERP for each of the executive
officers named in the Summary Compensation Table was as follows: Thomas G.
Finck, $550,000; John P. Tatum, $350,000; Nick G. De'Ath, $200,000; Robert B.
Holland, III, $325,000; and Peter Rugg, $300,000. The years of credited service
under the Retirement Plan and the SERP for each of those individuals was as
follows: Thomas G. Finck, 1; John P. Tatum, 13; Nick G. De'Ath, 1; Robert B.
Holland, III, 1; and Peter Rugg, 1.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
GENERAL. The Compensation Committee of the Board of Directors of the
Company is composed of non-employee directors. The Compensation Committee, as
part of its review and consideration of executive compensation, takes into
account, among other things, the following goals:
- Provision of incentives and rewards that will attract and retain highly
qualified and productive people;
- Motivation of employees to high levels of performance;
- Differentiation of individual pay based on performance;
- Ensuring external competitiveness and internal equity; and
- Alignment of Company, employee and shareholder interests.
The principal components of executive compensation are base pay,
discretionary bonus, and long-term incentives in the form of stock options and
convertible debentures. Executive compensation also includes various benefit and
retirement programs. The Compensation Committee believes that an emphasis on
equity compensation is in the best interests of the Company's shareholders
because it more closely aligns management and shareholder interests and
maximizes the availability of cash for significant capital expenditures such as
those contemplated for development of the Company's Colombian properties.
Since August 1992, the Company has recruited successors to most of its
senior management. In doing so, the Company negotiated separate compensation
packages, the principal components of which were base salaries and stock
options, with its current Chief Executive Officer, its Senior Vice Presidents
(including its Chief Financial Officer, General Counsel and heads of exploration
and
9
operations), and several Vice Presidents. Those individuals' compensation
packages were determined by negotiations based on what the Compensation
Committee and the entire Board of Directors determined to be reasonable and
necessary to attract and properly incentivize highly qualified senior
executives.
CHIEF EXECUTIVE OFFICER'S 1994 COMPENSATION. The Compensation Committee
determines the compensation of Thomas G. Finck, the Company's Chief Executive
Officer and President, and is responsible for making all decisions with regard
to his compensation. During 1992, Mr. Finck joined the Company as President and
Chief Operating Officer. Mr. Finck's initial base compensation of $360,000, the
opportunity for an incentive bonus in the discretion of the Compensation
Committee and a stock option grant of 250,000 shares, was a package that
resulted from negotiations with Mr. Finck, and was designed to induce Mr. Finck
to join the Company and to align a significant portion of his potential
compensation to shareholder interests. The Company also agreed to guarantee up
to $1.3 million in indebtedness that may be incurred by Mr. Finck to finance the
acquisition or construction of his primary residence.
On January 1, 1993, Mr. Finck, as planned upon the retirement of W. I. Lee,
became Chief Executive Officer. Mr. Finck's increased base salary of $480,000
reflected the increase in Mr. Finck's responsibilities.
During fiscal 1994, the Compensation Committee considered the progress that
had been achieved by the new senior management team in meeting various corporate
objectives, including progress in negotiating agreements relating to the
Malaysia-Thailand Joint Development Area, raising capital to finance the
Company's substantial capital expenditures, restructuring the Company's assets
and operations, disposing of non-core assets, resolving various contingencies,
and enhancing the Company's reputation, and, based on its assessment of that
progress, approved bonuses to various members of senior management, including
Mr. Finck who received a bonus of $225,000, and increases in their base
salaries. Mr. Finck's base salary was increased to $550,000.
In considering external competitiveness as part of determining Mr. Finck's
compensation, the Committee considered, among other things, executive
compensation of other companies, including those listed under "Stock Performance
Chart," taking into account perceived differences in the circumstances between
the Company and those companies. The Committee has considered the establishment
of objective goals as a basis for its executive compensation recommendations,
but believes that a subjective assessment of management's performance is more
appropriate given the nature of the Company's exploration business, the status
of the Company's major assets (including its Colombian and Malaysia-Thailand
interests), and the influence on the Company's results of operations and stock
price of factors deemed largely beyond management's control (such as
fluctuations in the price of oil and gas).
COMPENSATION COMMITTEE MEMBERS. This report is submitted by the members of
the Compensation Committee of the Board of Directors:
Fitzgerald S. Hudson, Chairman
Herbert L. Brewer
Michael E. McMahon
Wellslake D. Morse, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Herbert L. Brewer served as Chairman of the Board and Chief Executive
Officer of Triton Europe plc and as a Senior Vice President of the Company until
his retirement on December 31, 1991.
10
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five fiscal
years ended May 31, 1994 with the cumulative total return on the S&P 500 Index
and a peer group selected by the Company consisting of businesses engaged in oil
and gas exploration and development. The comparison assumes $100 was invested on
May 31, 1989 in the Company's Common Stock and in each of the foregoing indices
and assumes reinvestment of dividends. The returns of each issuer in the
selected peer group have been weighted according to the respective issuer's
stock market capitalization as of the beginning of each period.
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING MAY 31, 1989
MAY 89 MAY 90 MAY 91 MAY 92 MAY 93 MAY 94
------ ------ ------ ------ ------ ------
Triton Energy Corp...... $100 $ 85 $135 $216 $269 $232
S&P 500-R-.............. $100 $117 $130 $143 $160 $167
Custom Composite Index
(11 stocks)............ $100 $123 $102 $ 89 $ 94 $ 84
The 11-stock Custom Composite Index includes Apache Corp., Enterprise Oil
Plc, Lasmo Plc, Louisiana Land & Exploration Co., Maxus Energy Corp., Murphy
Oil Corp., Oryx Energy Corp., Pogo Producing Co., Ranger Oil Ltd., Santa Fe
Energy Resources Inc. and Union Texas Petroleum Holdings Inc.
11
EMPLOYMENT AGREEMENTS
All executive officers of the Company have executed Employment Agreements
with the Company. These Employment Agreements expire on December 31, 1994, but
are subject to automatic yearly extensions except upon certain events.
Among other provisions, these agreements provide that, in consideration for
remaining in the employ of the Company, each such officer is entitled, subject
to certain conditions, to receive certain benefits in the event of a Change of
Control of the Company. If an officer of the Company is terminated for a reason
other than (a) his death, disability or retirement, (b) for cause, or (c) his
voluntary termination other than for good reason, such officer would be entitled
to receive from the Company a lump sum severance payment equal to the sum of the
following amounts: (i) the officer's full base salary through his date of
termination at the rate then in effect, (ii) an amount equal to two times the
officer's annual base salary, (iii) certain relocation and indemnity payments,
along with all legal fees and expenses incurred by the officer as a result of
the termination, and (iv) in the event the officer is subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), as a result of the Change of Control, an amount equal to the product of
(x) 25% multiplied by (y) the amount of any "excess parachute payment" received
by the officer as described in the provisions of Section 280G(b) of the Code. In
the event that an officer receives a "parachute payment" as the result of a
Change of Control, such payment would be deemed to be an "excess parachute
payment" if it equals or exceeds 300% of the officer's "base amount," generally
the average annual compensation received by the officer over the five most
recent tax years. The "excess parachute payment" is computed as that portion of
the "parachute payment" which exceeds the "base amount." In addition, unless the
officer is terminated for cause, the Company must maintain in full force and
effect for the continued benefit of the officer for a two-year period after the
date of termination, all benefit plans and programs or arrangements (or similar
plans and programs or arrangements) in which the officer was entitled to
participate immediately prior to the date of termination.
DIRECTORS' COMPENSATION
CASH REMUNERATION. During fiscal 1994 each director who was not also an
officer or employee of the Company was entitled to receive $20,000 annually,
plus $1,000 (or, beginning April 1994, $2,000 in the case of committee chairmen)
for each board or committee meeting attended. Members of the Board of Directors
are also reimbursed for travel expenses to meetings of the Board of Directors
and its committees.
RETIREMENT PLAN FOR DIRECTORS. The Company has adopted a retirement plan
for Directors to provide certain benefits to outside directors of the Company.
In order to be entitled to receive any benefits under the retirement plan for
Directors, a director must have served as an "outside director" for an aggregate
of not less than five complete years or, if a director has served less than an
aggregate of five complete years as an "outside director," (i) have had his
service on the board as an "outside director" terminated due to death or
disability or (ii) have a Change of Control of the Company occur while he was a
director. An "outside director" is defined in the retirement plan as a director
who is not a full or part-time employee of the Company or who, other than as a
director, does not act, directly or indirectly, for the Company under any
consulting contract or agreement for the provision of services which provides
for compensation in excess of $60,000 during any fiscal year.
Benefits under the Retirement Plan for Directors are payable quarterly and
commence at the beginning of the Company's fiscal quarter next following the
later of the date on which a director (i) attains age 65 or (ii) retires from
the Board of Directors; provided that if a director retires from the board due
to his death or disability, the payments to such director or his estate will
commence at the beginning of the Company's fiscal quarter next following the
date of such director's death or retirement, as the case may be. The payment of
benefits continue for a period equal to the lesser of (i) the number of years
and parts thereof, rounded upwards to the nearest six months, during which such
12
director served as an outside director or (ii) ten years. The Company may elect
in its discretion to pay a retired director, with the consent of such director
or his estate, a lump sum representing the present value of the quarterly
payments otherwise payable.
Under the Retirement Plan for Directors, the total benefits payable to a
director for each year that he receives benefits thereunder are equal to the
greater of (i) the annual stipend payable to such director effective for the
fiscal year of the Company in which he retires or (ii) the annual stipend
payable to such director for the Company's fiscal year prior to the fiscal year
in which he retires.
STOCK OPTION GRANTS. Pursuant to the Company's Amended and Restated 1992
Stock Option Plan, on November 15 of each year, outside directors automatically
receive grants of nonqualified stock options to purchase 15,000 shares of Common
Stock. The options become exercisable at the rate of 33 1/3% per year on each
anniversary of the date of grant and terminate on the tenth anniversary of the
date of grant. The exercise price of the options is equal to fair market value
of the Common Stock on the date of grant. Each of Messrs. Brewer, Cook, Eubank,
Hendricks, Hudson, Lee, Lewis, McMahon, Morris, Morse, Tucker and Winters on
November 15, 1993 received options to purchase 15,000 shares of Common Stock at
an exercise price of $32 1/4.
STOCK APPRECIATION RIGHTS PLAN. Effective November 12, 1987, the Company
adopted the Triton Energy Corporation 1988 Stock Appreciation Rights Plan (the
"SAR Plan"). Under the SAR Plan, Stock Appreciation Rights ("SARs") equivalent
in the aggregate of up to 200,000 shares of Common Stock, subject to adjustment
as provided below, may be granted from time to time to non-employee directors of
the Company. Presently, there are twelve directors eligible to participate in
the SAR Plan.
The SAR Plan is administered by the Board of Directors; however, the Board
of Directors may in its discretion at any time delegate such administrative
authority to a committee of the Board of Directors comprised of disinterested
directors.
An SAR, upon exercise, will allow the holder thereof to receive in cash the
difference between the SAR's Price and the fair market value of the shares of
Common Stock covered by the SAR on the date of exercise. The "SAR's Price" is
established by the Board of Directors at the time the SARs are granted, at a
price not less than the fair market value (but in no event less than the par
value) of the shares of Common Stock covered by such SARs on the date of grant.
Subject to the conditions described below, SARs granted under the SAR Plan
generally become exercisable after one year following the date of grant with
respect to 50% of the shares of Common Stock covered thereby. The remaining 50%
increment becomes exercisable two years from the date of grant.
The period during which an SAR may be exercised is specified in the Stock
Appreciation Rights Agreement (the "SAR Agreement") with respect to each SAR
granted. In any event, such period shall terminate at the earliest of (i) the
expiration of 10 years from the date on which such SARs were granted, (ii) the
expiration of three months from the date on which the holder terminates his or
her membership on the Board of Directors except by reason of death or
disability, or (iii) the expiration of 12 months after the holder's membership
on the Board of Directors is terminated by reason of such holder's death or
disability.
The exercise price is subject to appropriate adjustment upon (i) the
issuance of stock dividends and (ii) any recapitalization resulting in a stock
split-up, combination, or exchange of shares of Common Stock. The SAR Plan
reserves the right of the Board of Directors to accelerate the time at which any
SAR shall become exercisable. The form of SAR Agreement also provides that in
the event of a Change of Control all SARs shall automatically be accelerated and
exercisable in full. All SARs are non-transferable except by will or the laws of
descent and distribution.
13
The SAR Plan will terminate on November 12, 1997. The Board of Directors may
amend, suspend or discontinue the SAR Plan. However, absent the consent of the
holder of an SAR, no such amendment or suspension may substantially impair such
holder's SAR Agreement. During fiscal 1994, Messrs. Eubank and Tucker realized
$107,318.75 and $123,125.00, respectively, upon exercise of SARs.
OTHER. Since January 1, 1993, when he ceased to serve as Chief Executive
Officer of the Company, Mr. Lee has received a monthly consulting fee of
$15,000.
DEBENTURE PURCHASE
In April 1994, the executive officers of the Company purchased from the
Company an aggregate of $6,281,250 principal amount of debentures convertible
into shares of the Company's Common Stock at the conversion price of $25.125 per
share, the market value of the Common Stock at the date of purchase. The
consideration for the debentures given by each executive officer was a personal
promissory note payable to the Company in a principal amount equal to the
principal amount of the debentures purchased. As a result, the executive
officers were indebted to the Company in the following amounts. The notes bear
interest at the rate of prime (the interest rate payable by the Company under
the debentures) plus 1/8% per annum.
PRINCIPAL AMOUNT
OF
NAME POSITION INDEBTEDNESS
- - - ----------------------------------- -------------------------------------------------------- ------------------
Thomas G. Finck.................... President and Chief Executive Officer $ 1,507,500
John P. Tatum...................... Executive Vice President, Operations 1,256,250
Nick G. De'Ath..................... Senior Vice President, Exploration 753,750
Robert B. Holland, III............. Senior Vice President, General Counsel and Secretary 1,005,000
Peter Rugg......................... Senior Vice President and Chief Financial Officer 1,005,000
A. E. Turner, III.................. Senior Vice President, Operations 753,750
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
By letter dated February 10, 1993, the Company requested proposals from
several independent accountants, including KPMG Peat Marwick, the Company's
former independent accountants, to perform audit services regarding the
Company's financial statements. On February 23, 1993, KPMG Peat Marwick advised
the Company that it declined to submit such a proposal and instead resigned as
the Company's independent accounting firm.
The report of KPMG Peat Marwick on the Company's financial statements for
the 1992 fiscal year did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles. Furthermore, during fiscal 1992 and any subsequent
interim periods during which KPMG Peat Marwick served as the Company's
independent accountants, there have been no disagreements with KPMG Peat Marwick
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to their satisfaction, would have caused them to make reference to the subject
matter of the disagreement in connection with their report. In its last annual
management letter, KPMG Peat Marwick commented upon what it considered to be
certain material weaknesses in the Company's internal control structure. The
Company does not consider the subsidiaries to which the material weaknesses
related to be material to the value of the Company taken as a whole. The Company
has authorized KPMG Peat Marwick to respond fully to any inquiries by any
successor independent accountants concerning all of the above matters.
After soliciting and considering proposals from accounting firms, the Board
of Directors selected Price Waterhouse as the Company's independent accounting
firm for its fiscal years ending May 31, 1993 and 1994. The Company has elected
to change its fiscal year from May 31 to December 31. Price Waterhouse has also
been selected as the Company's independent accounting firm for the seven
14
month transition period ending December 31, 1994. Representatives of Price
Waterhouse will be present at the Annual Meeting of Shareholders to respond to
appropriate questions and to make such statements as they desire.
During the Company's two preceding fiscal years through the date on which
Price Waterhouse was engaged, neither the Company nor anyone acting on its
behalf consulted Price Waterhouse regarding either the application of accounting
principles to a completed or proposed specific transaction, the type of audit
opinion that might be rendered on the Company's financial statements, or any
accounting disagreement or reportable event of the type described in paragraphs
304(a)(1)(iv) or (v) of Regulation S-K promulgated by the Securities and
Exchange Commission.
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1994, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with, except that one late
report covering one transaction was filed by Jesse E. Hendricks, a director of
the Company.
SHAREHOLDER PROPOSALS
Because the Company's 1995 Annual Meeting of Shareholders is expected to
occur in the second calendar quarter of 1995, any shareholder who desires to
present proposals to such Annual Meeting of Shareholders of the Company and to
have such proposals set forth in the proxy statement mailed in conjunction with
such Annual Meeting must submit such proposals to the Company no later than
December 31, 1994. Any shareholder may submit any such proposal to Triton Energy
Corporation, Attention: Robert B. Holland, III, Esq., Senior Vice President,
General Counsel and Secretary, 6688 North Central Expressway, Suite 1400,
Dallas, Texas 75206. All shareholder proposals must comply with Rule 14a-8
promulgated by the Securities and Exchange Commission pursuant to the Exchange
Act.
OTHER MATTERS
The Annual Report to Shareholders for the fiscal year ended May 31, 1994,
which includes financial statements, is enclosed herewith. The Annual Report
does not form a part of this Proxy Statement or the materials for the
solicitation of proxies to be voted at the Annual Meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS AMENDED, FOR THE
FISCAL YEAR ENDED MAY 31, 1994, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES BUT
NOT INCLUDING EXHIBITS, WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A
PROXY STATEMENT IS DELIVERED UPON RECEIPT OF A WRITTEN OR ORAL REQUEST OF SUCH
PERSON ADDRESSED TO TRITON ENERGY CORPORATION, ATTN: INVESTOR RELATIONS, 6688
NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75206 (TELEPHONE (214)
691-5200). THE COMPANY WILL ALSO FURNISH SUCH ANNUAL REPORT ON FORM 10-K TO ANY
"BENEFICIAL OWNER" OF SUCH SECURITIES AT NO CHARGE UPON RECEIPT OF A WRITTEN
REQUEST, ADDRESSED TO INVESTOR RELATIONS, AND CONTAINING A GOOD FAITH
REPRESENTATION THAT, AT THE RECORD DATE, SUCH PERSON WAS A BENEFICIAL OWNER OF
SECURITIES OF THE COMPANY
15
ENTITLED TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 10,
1994. COPIES OF ANY EXHIBIT TO THE FORM 10-K WILL BE FURNISHED UPON THE PAYMENT
OF A $.15 PER PAGE FEE.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of preparing, printing and mailing the
proxy and the materials used in the solicitation thereof will be borne by the
Company.
Georgeson & Co., Inc. has been retained by the Company to aid in the
solicitation of proxies, for a fee of $12,000 plus $6.00 per individual
solicitation if assigned and the reimbursement of out-of-pocket expenses.
Proxies may also be solicited by personal interview, telephone and telegram by
directors, officers and employees of the Company who will not receive additional
compensation for such services. Arrangements also may be made with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of Common Stock held by such
persons, and the Company will reimburse them for reasonable expenses incurred by
them in connection therewith.
All information contained in the Proxy Statement relating to the occupations
and security holdings of directors and executive officers of the Company is
based upon information received from the individual directors and executive
officers.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE ADDRESSED TO THE COMPANY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD
WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
Robert B. Holland, III
SECRETARY
Dallas, Texas
October 3, 1994
16
TRITON ENERGY CORPORATION
PROXY-ANNUAL MEETING OF SHAREHOLDERS
P
R
O
X
Y
The undersigned hereby appoints Thomas G. Finck and Robert B. Holland, III, each
with power to act without the other and with full power of substitution, as
Proxies to represent and to vote, as designated on the reverse side, all stock
of Triton Energy Corporation owned by the undersigned, at the Annual Meeting of
Shareholders to be held at the Royal Oaks Country Club, 7915 Greenville Avenue,
Dallas, Texas 75231 on Thursday, November 10, 1994, 11:00 A.M., local time, upon
such business as may properly come before the meeting or any adjournment
including the following as set forth on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED (I) FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, AND (II) AT THE
DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING ON ANY ADJOURNMENT THEREOF.
(Continued, and to be signed and dated on reverse side)
-------------
See Reverse
Side
-------------
/x/ PLEASE MARK
YOUR CHOICES
LIKE THIS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
________________
COMMON
- - - --------------------------------------------------------------------------------
1. Election as Directors of the nominees listed below
(except as indicated to the contrary below).
Nominees: Ernest E. Cook, Ray H. Eubank,
John P. Lewis, Wellslake D. Morse, Jr.
and Edwin D. Williamson
2. In their discretion on any other matter that may properly
come before the meeting or any adjournment thereof.
FOR WITHHELD
/ / / /
/ / _______________________________________________________________
For all nominees except as noted above.
Please date, sign exactly as shown herein and mail promptly this proxy in the
enclosed envelope. When there is more than one owner, each should sign. When
signing as an attorney, administrator, executor, guardian or trustee, please add
your title as such. If executed by a corporation or trustee, please add your
title as such. If executed by corporation, the proxy should be sign ed by a duly
authorized officer. If executed by a partnership, please sign in the partnership
name by an authorized person.
Signature________________________________________Date___________________________
Signature________________________________________Date___________________________