FORM 10-K/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: December 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ______ TO ______ Commission File Number: 1-11675 TRITON ENERGY LIMITED (Exact name of registrant as specified in its charter) CAYMAN ISLANDS NONE (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) CALEDONIAN HOUSE MARY STREET, P.O. BOX 1043 GEORGE TOWN GRAND CAYMAN, CAYMAN ISLANDS NONE (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 345-949-0050 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Ordinary Shares, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AT MARCH 16, 1998 (FOR SUCH PURPOSES ONLY, ALL DIRECTORS AND EXECUTIVE OFFICERS ARE PRESUMED TO BE AFFILIATES) WAS APPROXIMATELY $1.2 BILLION, BASED ON THE CLOSING SALES PRICE OF $ 32 13/16 ON THE NEW YORK STOCK EXCHANGE. AS OF MARCH 16, 1998, 36,576,047 ORDINARY SHARES OF THE REGISTRANT WERE OUTSTANDING. DOCUMENTS INCORPORATED BY REFERENCE PORTIONS OF THE PROXY STATEMENT PERTAINING TO THE 1998 ANNUAL MEETING OF SHAREHOLDERS OF TRITON ENERGY LIMITED ARE INCORPORATED BY REFERENCE INTO PART III HEREOF. Triton Energy Limited hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997 to include Restated Financial Data Schedules for the periods indicated below as a result of its adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share." ITEM 14. EXHIBITS Exhibit Number Description 27.1 Restated Financial Data Schedule -Three months ended March 31, 1996* 27.2 Restated Financial Data Schedule -Six months ended June 30, 1996* 27.3 Restated Financial Data Schedule -Nine months ended September 30, 1996* 27.4 Restated Financial Data Schedule -Year ended December 31, 1996* 27.5 Restated Financial Data Schedule -Six months ended June 30, 1997* 27.6 Restated Financial Data Schedule -Nine months ended September 30, 1997* * Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed by the undersigned thereunto duly authorized on the 26 day of June, 1998. TRITON ENERGY LIMITED By: /s/Robert B. Holland, III. ----------------------------- Robert B. Holland, III, Senior Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 26 day of June, 1998. Signatures Title ---------- ----- * Chairman of the Board and - ----------------- Chief Executive Officer (Thomas G. Finck) * Senior Vice President and - ----------------- Chief Financial Officer (Peter Rugg) (Principal Accounting and Financial Officer) * Director June 26, 1998 - -------------------- (John P. Lewis) * Director June 26, 1998 - -------------------- (Michael E. McMahon) * Director June 26, 1998 - -------------------- (Ernest E. Cook) * Director June 26, 1998 - -------------------- (Sheldon R. Erikson) * Director June 26, 1998 - -------------------- (Jesse E. Hendricks) * Director June 26, 1998 - -------------------- (Fitzgerald S. Hudson) * Director June 26, 1998 - -------------------- (John R. Huff) * Director June 26, 1998 - -------------------- (Thomas P. Kellogg, Jr.) * Director June 26, 1998 - -------------------- (Edwin D. Williamson) *By: /s/ ROBERT B. HOLLAND, III. ------------------------------- (Robert B. Holland, III) Attorney-in-fact