SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to ________
COMMISSION FILE NUMBER: 1-11675
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TRITON EXPLORATION SERVICES, INC.
401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TRITON ENERGY LIMITED
CALEDONIAN HOUSE
JENNETT STREET
P.O. BOX 1043
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS
Required Information
- ---------------------
(a) Financial Statements.
See "Index to Financial Statements" on page F-1.
(b) Exhibit.
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
------- --------
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
TRITON EXPLORATION SERVICES, INC. 401(K) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
Page
----
Financial statements:
Report of Independent Accountants F-2
Statements of Net Assets Available for Benefits - December 31, 1999 and 1998 F-3
Statement of Changes in Net Assets Available for Benefits -Year
Ended December 31, 1999 F-4
Notes to Financial Statements F-5
Supplemental schedule:
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
at Year End F-8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Triton Exploration Services, Inc. 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Triton Exploration Services, Inc. 401(k) Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purpose is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
June 16, 2000
TRITON EXPLORATION SERVICES, INC.
401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
----------------------
1999 1998
---------- ----------
Assets:
Investments, at fair value:
Large capitalization growth fund* $2,398,465 $1,901,704
Triton Energy Limited ordinary shares* 2,278,114 1,000,855
Large capitalization value equity fund* 1,468,314 1,367,818
International equity investments fund* 916,966 726,251
Government money fund* 447,957 453,325
Small capitalization growth fund 356,290 248,907
Long term bond fund 232,233 440,371
Cash equivalents 103,061 65,316
---------- ----------
Total investments 8,201,400 6,204,547
Participant loans 170,577 285,278
---------- ----------
Net assets available for benefits $8,371,977 $6,489,825
========== ==========
<FN>
* Denotes an investment representing 5% or more of net assets available for
benefits at December 31, 1999.
See accompanying notes to financial statements.
TRITON EXPLORATION SERVICES, INC.
401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED
DECEMBER 31,
1999
----------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
Common stock $1,401,016
Mutual funds 487,229
Dividends 586,937
Interest 32,064
----------
2,507,246
----------
Contributions:
Participant 530,676
Employer 301,811
----------
832,487
----------
Total additions 3,339,733
----------
Deductions from net assets attributed to:
Benefits paid to participants 1,457,581
----------
Net increase 1,882,152
Net assets available for benefits:
Beginning of year 6,489,825
----------
End of year $8,371,977
==========
See accompanying notes to financial statements.
TRITON EXPLORATION SERVICES, INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Triton Exploration Services, Inc. 40l(k)
Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan documents for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan covering all employees of Triton
Exploration Services, Inc. (the "Company") and employees of affiliated companies
adopting the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The Plan covers all employee classifications except leased and temporary
employees and members of a legally recognized collective bargaining unit who are
not expressly granted permission to participate. Employees are automatically
enrolled on January 1st, April 1st, July 1st or October 1st which coincides with
or next follows an employee's employment commencement date. Effective January
1, 2000, employees are automatically enrolled on their employment date.
The Plan is administered by an administrative committee appointed by the Board
of Directors of the Company. The Plan's investments were held by a trust fund
administered by Smith Barney Corporate Trust Company. Effective June 1, 2000,
the Plan's trustee changed from Smith Barney Corporate Trust Company to Charles
Schwab Trust Company.
PLAN PARTICIPATION AND WITHDRAWALS
A participant may contribute up to 12% of his/her compensation subject to the
annual deferral limit. Effective June 1, 2000, the maximum contribution a
participant may elect changed from 12% to 15% of his/her compensation subject to
the annual deferral limit. The Company contributes an amount equal to a
participant's contribution, limited to a maximum of six percent of the
participant's base pay.
Participating employees receive a lump sum payment of all vested contributions
upon retirement, disability, death or termination. Also, participating
employees may make a hardship withdrawal from their participant accounts,
rollover accounts and their vested employer contributed accounts.
VESTED INTEREST IN PLAN EQUITY
Plan participants are vested at all times in their employee contributed
accounts. Vesting of employer contributions to a participant's account occurs
at a rate of 20% per year, with full vesting achieved upon five years of
service. In the event of retirement, death or disability, the participant
immediately becomes fully vested.
Net assets available for benefits at December 31, 1999 and 1998 included vested
amounts of $697,719 and $1,279,121, respectively, attributable to separated
employees.
FORFEITURES
A participant forfeits any non-vested employer contributions upon termination of
employment for reasons other than retirement, death or disability. Forfeitures
are utilized to reduce the Company's matching contributions. Forfeitures were
$28,927 for 1999 and $82,550 for 1998.
PARTICIPANT LOANS
A participant may obtain a loan from all of his/her accounts. The maximum
amount that can be borrowed is equal to 50% of the participant's vested account
balance up to a maximum of $50,000. Participants may borrow general purpose
loans with payment terms up to five years and primary residence loans with
payment terms up to 15 years.
Loans outstanding aggregated $170,577 and $285,278 at December 31, 1999 and
1998, respectively, and bear interest at prime (8.50% at December 31, 1999) plus
two percent.
2. ACCOUNTING POLICIES
FINANCIAL STATEMENT PRESENTATION
On September 15, 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters ("SOP 99-3")
which, among other things, eliminated previous requirements for defined
contribution plans to present plan investments by general type for
participant-directed investment programs and to disclose participant-directed
investment programs. SOP 99-3 is effective for financial statements for Plan
years ending after December 15, 1999. Accordingly, the Plan has adopted SOP
99-3 and the accompanying financial statements do not include details of the
Plan's participant-directed investment programs.
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting. The trustee holds and manages the funds and distributes cash and
stock to the Plan participants.
VALUATION OF INVESTMENTS
Investments are valued at current value based on quoted market prices except for
loans which are valued at cost which approximates fair value. The Plan presents
in the statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments, which consists
of the realized gains or losses and the unrealized appreciation (depreciation)
on those investments.
THE USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
EXPENSES
Costs and expenses incurred in administering the Plan, excluding certain fees
and expenses of the trustee and investment manager, are borne by the Company.
RECLASSIFICATIONS
Certain previously reported financial information has been reclassified to
conform to the current period's presentation.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event the Plan is terminated or
partially terminated, employer contributions are discontinued, or a subsidiary
of the Company terminates its participation in the Plan, the affected
participants' employer contributed accounts will become fully vested.
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated December 5, 1994, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC) and is
therefore exempt from taxes. Although the Plan has been amended since receiving
the determination letter, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
TRITON EXPLORATION SERVICES, INC.
401(K) SAVINGS PLAN
SCHEDULE H, ITEM 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES AT YEAR END
INVESTMENTS AT DECEMBER 31, 1999
IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY NUMBER OF CURRENT
DESCRIPTION OF INVESTMENT SHARES VALUE (a)
- ------------------------------------------------------------------- --------- ----------
TRITON STOCK FUND (b)
- -------------------------------------------------------------------
Triton Energy Limited ordinary shares 110,454 $2,278,114
==========
INTERNATIONAL EQUITY INVESTMENTS FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 62,041 $916,966
==========
LARGE CAPITALIZATION VALUE EQUITY FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 125,176 $1,468,314
==========
LARGE CAPITALIZATION GROWTH FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 89,162 $2,398,465
==========
SMALL CAPITALIZATION GROWTH FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 15,772 $356,290
==========
GOVERNMENT MONEY FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 447,957 $447,957
==========
LONG TERM BOND FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund 31,425 $232,233
==========
CASH EQUIVALENTS
- -------------------------------------------------------------------
Reserve Deposit Account (RDA VI) $103,061
==========
PARTICIPANT LOANS
- -------------------------------------------------------------------
Participant Notes Receivable Due April 15, 2000
through
August 15, 2012 at
8% - 10.75% $ 170,577
==========
(a) Current value represents closing prices at December 31, 1999.
(b) Party-in-interest
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
TRITON EXPLORATION SERVICES, INC.
401(k) Savings Plan
Date: June 20, 2000 /s/W. Greg Dunlevy
-----------------------------------
W. Greg Dunlevy
Vice President, Finance
EXHIBIT INDEX
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
------- --------
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.