1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
----------
TRITON ENERGY LIMITED
(NAME OF SUBJECT COMPANY)
TRITON ENERGY LIMITED
(NAMES OF PERSONS FILING STATEMENT)
ORDINARY SHARES, $0.01 PAR VALUE PER SHARE
(INCLUDING PURCHASE RIGHTS TO PURCHASE PREFERRED STOCK)
(TITLE OF CLASS OF SECURITIES)
G90751101
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES C. MUSSELMAN
TRITON ENERGY LIMITED
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TX 75206
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
----------
WITH COPY TO:
MICHAEL D. WORTLEY
RODNEY L. MOORE
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TX 75201
----------
[x] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
================================================================================
2
AMERADA HESS TO ACQUIRE TRITON ENERGY FOR $45 PER SHARE IN CASH
New York, New York and Dallas, Texas . . . . . July 10, 2001 . . . . .
Amerada Hess Corporation (NYSE: AHC) and Triton Energy Limited (NYSE: OIL) today
jointly announced that they have entered into a definitive agreement under which
Amerada Hess will commence a cash tender offer for all outstanding ordinary
shares of Triton at $45.00 per share (including to be converted preference
shares). The transaction has a total value of approximately $3.2 billion,
including the assumption of approximately $500 million in Triton debt.
The all-cash offer represents a premium of 50% to the closing price of
Triton shares on Monday, July 9, 2001, and is 88% of Triton's 52-week high. The
transaction has been approved unanimously by the Boards of Directors of both
companies, and the Board of Directors of Triton has unanimously resolved to
recommend that its holders of ordinary shares accept the offer. Amerada Hess has
received an irrevocable commitment from Hicks, Muse, Tate & Furst Incorporated
to sell its approximately 38% ownership stake in Triton to Amerada Hess. The
transaction is expected to close in the third quarter of 2001.
Commenting on the transaction, John Hess, Chairman and Chief Executive
Officer of Amerada Hess, said:
"The acquisition of Triton strengthens our exploration and production
business, gives us access to long life international reserves, substantially
increases our production growth and provides significant exploration potential.
It improves our competitive position in a consolidating industry while being
accretive to our estimates of earnings and cash flow per share for 2002. The
acquisition will increase our production from a current level of 425,000 barrels
of oil equivalent per day to about 535,000 barrels per day in 2002 and more than
600,000 barrels per day in 2003. It makes Amerada Hess one of the largest global
independent exploration and production companies with the scale to access a
broader range of investment opportunities that meet our financial goals."
James C. Musselman, President and Chief Executive Officer of Triton
Energy Limited, stated:
"The sale of Triton Energy to Amerada Hess reflects the considerable
progress we have made in recent years and rewards our shareholders with premium
value for their shares. Triton today is one of the world's leading independent
exploration and production companies with world-class assets around the globe,
strong financial results and a solid balance sheet. These achievements are a
credit to our people, who have consistently demonstrated the experience and
commitment necessary to capitalize on the potential of our assets. I look
forward to working
3
with the Amerada Hess management team to complete this transaction and
successfully integrate our two companies."
Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse,
Tate & Furst Incorporated, whose approximately 38% stake in Triton is a result
of its $350 million equity investment in the company in 1998 and early 1999,
said:
"On behalf of all of the HMTF Partners, and particularly on behalf of
all of our investors in Hicks, Muse, Tate & Furst Equity Fund IV, I want to
congratulate and thank Jim Musselman, Al Turner, Brian Maxted, Greg Dunlevy and
the rest of the Triton management team for the truly superb job they have done
over the past three years in building the value of Triton for all of the
company's shareholders."
The transaction is subject to regulatory approvals and other customary
conditions. Amerada Hess expects to mail definitive tender offer materials to
Triton shareholders and make all other regulatory filings shortly. Amerada Hess
will fund the transaction from its existing cash resources and lines of credit.
Goldman Sachs & Co. served as financial advisor to Amerada Hess and J.P. Morgan
Chase Securities served as financial advisor to Triton Energy.
ABOUT AMERADA HESS CORPORATION
Amerada Hess, headquartered in New York, is a global integrated energy
company engaged in the exploration for and the production, purchase,
transportation and sale of crude oil and natural gas, as well as the production
and sale of refined petroleum products. Exploration and production activities
take place primarily in the United States, the United Kingdom, Norway, Denmark,
Brazil, Algeria, Gabon, Indonesia, Azerbaijan, Thailand and Malaysia.
Amerada Hess produces approximately 425,000 barrels of oil equivalent
per day, two-thirds of which is oil and one-third natural gas. Amerada Hess'
total proved oil and gas reserves at December 31, 2000 were over 1.1 billion
barrels of oil equivalent.
Amerada Hess' refined petroleum products are manufactured at the
HOVENSA refinery in St. Croix, United States Virgin Islands, which is owned
jointly with Petroleos de Venezuela S.A. The refinery is one of the largest in
the world with a capacity of 500,000 barrels per day. Amerada Hess markets
refined petroleum products on the East Coast of the United States through its
terminal network and approximately 1,180 HESS brand retail outlets.
ABOUT TRITON ENERGY
4
Triton Energy is a Dallas-based international oil and gas exploration
and production company with major oil and gas assets in West Africa, Latin
America and Southeast Asia. At December 31, 2000, Triton's total proved reserves
were 293.5 million barrels of oil equivalent. These reserves exclude the success
of drilling activities in 2001.
ABOUT HICKS, MUSE, TATE & FURST INCORPORATED
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has
completed or currently has pending more than 390 transactions with a total
capital value of more than $50 billion. Headquartered in Dallas, the firm has
additional offices in New York, London and Buenos Aires.
INVESTMENT COMMUNITY CONFERENCE CALL AND WEBCAST
Amerada Hess will host a conference call at 8:30 a.m. EDT this morning
to discuss the proposed transaction with the investment community. The
conference call will be accessible to the media and the general public in
listen-only mode. To listen to the conference call, please dial 888-857-6929
(U.S.) or 719-457-2600 (International) approximately 15 minutes prior to the
scheduled starting time. The conference will be webcast live on www.hess.com and
www.vcall.com (enter AHC). Replays will be available at 888-203-1112 (U.S.) or
719-457-0820 (International), passcode 471655, beginning at 12:00 p.m. EDT on
July 10th through 8:00 p.m. EDT on July 17th.
This announcement contains certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of the safe-harbor provisions of
the US federal securities laws. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators. These and
other risk factors are detailed in the two companies' SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The companies do not undertake
any obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this press
release.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Triton. At the time the offer is commenced, Amerada Hess will
file a tender offer statement and Triton will file a solicitation/recommendation
statement with the SEC with respect to the offer. Triton shareholders are
advised to read the tender offer statement and the related
solicitation/recommendation statement, both of which will be filed with the SEC.
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information
5
which should be read carefully before any decision is made with respect to the
offer. These documents will be made available to all shareholders of Triton, at
no expense to them. These documents also will be available at no charge at the
SEC's website at www.sec.gov. Contacts:
Amerada Hess Triton Energy HMTF
------------------ ------------- ----
Carl Tursi Crystal C. Bell Roy Winnick
(212) 536-8593 (214) 696-7560 Kekst and Company
ext. 560 (212) 521-4842
or
Mark Semer
Kekst and Company
(212) 521-4802