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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 9, 2001
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 1-11675 NONE
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
CALEDONIAN HOUSE, JENNETT STREET
P.O. BOX 1043
GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS NA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (345) 949-0050
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 10, 2001, Triton Energy Limited, a company limited by shares
organized under the laws of the Cayman Islands ("Triton"), and Amerada Hess
Corporation, a Delaware corporation ("Amerada Hess"), issued a joint press
release announcing that Triton and Amerada Hess had entered into an Acquisition
Agreement, dated as of July 9, 2001, under which Amerada Hess, through its
wholly-owned subsidiary Amerada Hess (Cayman) Limited ("AHC Sub"), will commence
a cash tender offer (the "Offer") for all of the outstanding ordinary shares of
Triton (together with associated rights to purchase series A junior
participating preference shares under Triton's Rights Agreement, dated March 25,
1996, as amended), including ordinary shares that are issued upon conversion of
Triton's outstanding 8% convertible preference shares ("preference shares") by
holders thereof before the expiration of the Offer, for U.S.$45.00 per ordinary
share in cash. The Offer is conditioned upon, among other things, there being
validly tendered, and not withdrawn prior to the expiration of the Offer, that
number of ordinary shares which represent at least 90% in value of the
outstanding ordinary shares of Triton, determined on a fully-diluted basis.
This condition may be reduced, at the direction of Amerada Hess, to a number of
ordinary shares representing a majority of the total number of votes of the
outstanding ordinary shares on a fully-diluted basis. The Offer also is subject
to regulatory approvals and other customary conditions, but the Offer is not
subject to any financing condition.
If following the Offer Amerada Hess directly or indirectly owns at
least 90% in value of the ordinary shares, Amerada Hess and Triton will take all
necessary action to complete a compulsory acquisition of the ordinary shares not
tendered in the Offer as promptly as practicable following the completion of the
Offer. The purchase price for the ordinary shares in the compulsory acquisition
would be the same as the price paid in the Offer. If Amerada Hess does not
directly or indirectly own at least 90% in value of the ordinary shares
following the Offer, then, upon the request of Amerada Hess, Triton will pursue
a scheme of arrangement under Cayman Islands law pursuant to which the
outstanding ordinary shares and preference shares that are not owned directly or
indirectly by Amerada Hess would be purchased by AHC Sub at a per share price of
U.S.$45.00 cash for each ordinary share and U.S.$180.00, plus accumulated and
unpaid dividends, cash for each preference share.
On July 9, 2001, Amerada Hess, AHC Sub, and Triton also entered into a
Principal Shareholders Agreement with HM4 Triton, L.P. and certain other
principal shareholders of Triton, who together hold ordinary shares and
preference shares representing, in the aggregate, approximately 38% of the
outstanding ordinary shares of Triton, determined on a fully-diluted basis
assuming conversion of each preference share into four ordinary shares. Pursuant
to the Principal Shareholders Agreement, the principal shareholders have agreed
to tender their ordinary shares (including ordinary shares issuable upon
conversion of the outstanding preference shares) in the Offer. In addition, on
the terms and subject to the conditions set forth in the Principal Shareholders
Agreement, Amerada Hess has agreed to purchase, and the principal shareholders
have agreed to sell to Amerada Hess, the ordinary shares and preference shares
of the principal shareholders that may be held by the principal shareholders
after the expiration or termination of the Offer for U.S. $45.00 cash per
ordinary share and $180.00, plus accumulated and unpaid dividends, cash per
preference share.
The Shareholders Agreement, dated as of September 30, 1998, as amended,
between Triton and HM4 Triton, L.P. was amended on July 9, 2001, to provide,
among other things, that upon acquisition of HM4 Triton, L.P.'s ordinary shares
and preference shares pursuant to the Principal Shareholders Agreement, whether
such shares are purchased in the Offer or otherwise, Amerada Hess will be
entitled to the same rights and subject to the same restrictions under the
Shareholders Agreement to which HM4 Triton, L.P. currently is entitled or
subject. The rights of HM4 Triton, L.P., under the Shareholders Agreement
include, among others, the right to designate up to four directors to Triton's
board of directors and the right to approve or disapprove of certain major
events or transactions of Triton.
The Rights Agreement, dated as of March 25, 1996, as amended, between
Triton and Mellon Investor Services LLC, as rights agent, was amended on July 9,
2001, to provide, among other things, that the Rights Agreement will be
inapplicable to the transactions described above.
The foregoing descriptions of the Acquisition Agreement, Principal
Shareholders Agreement and amendments to the Shareholders Agreement and Rights
Agreement are summaries and do not purport to be complete and are qualified in
their entirety by reference to such agreements, copies of which are filed
herewith as exhibits.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Acquisition Agreement, dated July 9, 2001, by and
among Amerada Hess Corporation, Amerada Hess (Cayman)
Limited and Triton Energy Limited. (1)
4.1 Amendment No. 4 to Rights Agreement, dated July 9,
2001, by and between Triton Energy Limited and Mellon
Investor Services LLC. (1)
10.1 Principal Shareholders Agreement, dated July 9, 2001,
by and among Amerada Hess Corporation, Amerada Hess
(Cayman) Limited, Triton Energy Limited and the other
Shareholders of Triton Energy Limited listed on
Exhibit A Thereto. (1)
10.2 Amendment No. 2 to Shareholders Agreement, dated July
9, 2001. by and between Triton Energy Limited and HM4
Triton, L.P. (1)
99.1 Press Release, dated July 10, 2001. (2)
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(1) Filed herewith.
(2) Previously filed as an exhibit to Schedule 14D-9 filed by the
registrant on July 10, 2001, and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRITON ENERGY LIMITED
Date: July 10, 2001 By: /s/ W. GREG DUNLEVY
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Name: W. Greg Dunlevy
Title: Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Acquisition Agreement, dated July 9, 2001, by and
among Amerada Hess Corporation, Amerada Hess (Cayman)
Limited and Triton Energy Limited. (1)
4.1 Amendment No. 4 to Rights Agreement, dated July 9,
2001, by and between Triton Energy Limited and Mellon
Investor Services LLC. (1)
10.1 Principal Shareholders Agreement, dated July 9, 2001,
by and among Amerada Hess Corporation, Amerada Hess
(Cayman) Limited, Triton Energy Limited and the other
Shareholders of Triton Energy Limited listed on
Exhibit A Thereto. (1)
10.2 Amendment No. 2 to Shareholders Agreement, dated July
9, 2001. by and between Triton Energy Limited and HM4
Triton, L.P. (1)
99.1 Press Release, dated July 10, 2001. (2)
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(1) Filed herewith.
(2) Previously filed as an exhibit to Schedule 14D-9 filed by the
registrant on July 10, 2001, and incorporated herein by reference.