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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): AUGUST 13, 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 1. CHANGES IN CONTROL OF REGISTRANT.
At 12:00 midnight, New York City time, on August 13, 2001 (the
"Expiration Date"), the cash tender offer (the "Offer") of Amerada Hess
Corporation, a Delaware corporation ("Amerada Hess"), made through its wholly
owned subsidiary, Amerada Hess (Cayman) Limited, a company limited by shares
organized under the laws of the Cayman Islands ("Purchaser"), expired. The Offer
was to purchase all of the existing unconditionally allotted or issued and fully
paid ordinary shares, par value $0.01 per share, of Triton Energy Limited, a
company limited by shares organized under the laws of the Cayman Islands (the
"Company"), and any further ordinary shares, par value $0.01 per share, that
were unconditionally allotted or issued and fully paid before the Expiration
Date, including the associated Series A junior participating preferred share
purchase rights issued pursuant to the Rights Agreement dated as of March 25,
1996, as amended, by and between the Company and Mellon Investor Services LLC,
as Rights Agent (the "Ordinary Shares"), at a price of $45.00 per Ordinary
Share. Based on reports from The Bank of New York, the depositary for the Offer,
as of the Expiration Date, a total of 63,751,116 Ordinary Shares (including
22,899,985 Ordinary Shares subject to guarantees of delivery), representing
approximately 99.64% of the outstanding Ordinary Shares, had been validly
tendered and not properly withdrawn in the Offer. Purchaser accepted for payment
all of the Ordinary Shares validly tendered pursuant to the Offer on the
Expiration Date and made payment of the offer consideration on August 17, 2001.
Purchaser intends to effect a compulsory acquisition of the remaining
Ordinary Shares that are not owned by Amerada Hess, Purchaser or any subsidiary
of Amerada Hess in accordance with the law of the Cayman Islands as soon as
permitted by the law of the Cayman Islands.
The Offer was made pursuant to an Acquisition Agreement, dated as of
July 9, 2001, as amended, by and among the Company, Amerada Hess and Purchaser
(the "Acquisition Agreement"). Pursuant to the Acquisition Agreement, on August
17, 2001, Purchaser secured the resignation of eight members of the existing
board of directors of the Company and elected John B. Hess, W.S.H. Laidlaw, John
Y. Schreyer, J. Barclay Collins II, Nicholas F. Brady, Robert N. Wilson, Frank
A. Olson and Edith E. Holiday to fill the vacancies created by such
resignations. James C. Musselman and J. Otis Winters remained as directors of
the Company.
Purchaser obtained the approximately $2.87 billion required to purchase
the Ordinary Shares tendered pursuant to the Offer from Amerada Hess. Amerada
Hess obtained such funds from the issuance of notes in the approximate amount of
$2.5 billion on August 15, 2001, as well as from working capital and commercial
paper supported by lines of credit. The terms of the notes are described in the
Form S-3 registration statement filed by Amerada Hess with the Securities and
Exchange Commission (the "Commission") on July 20, 2001. The lines of credit are
described in the Schedule TO filed by Amerada Hess and Purchaser with the
Commission on July 17, 2001, in which such lines of credit are defined as
"Credit Facility A" and "Credit Facility B", respectively.
Amerada Hess announced the expiration of the Offer in a press release
dated August 14, 2001, a copy of which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release issued by Amerada Hess dated August 14, 2001.
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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: August 17, 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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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release issued by Amerada Hess dated August 14, 2001.
</Table>