UNITED STATES
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) March 29, 1996
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands 1-11675 Non
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
Caledonian House, Mary 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 (809) 949-0050
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
In March 1996, the Company sold its royalty interests in U.S. properties to
Spinnaker Royalty Company for $23.8 million based on an effective date of
January 1, 1996.
In June 1996, the Company sold approximately 20% of its shareholdings in
Crusader Limited ("Crusader") for $13.5 million, following the exercise of an
option granted to Clyde Petroleum plc ("Clyde") in conjunction with a May 1996
take-over bid by Clyde for the outstanding shares of Crusader. In July 1996,
the Company sold its remaining interest in Crusader to Clyde for cash proceeds
of approximately $55.5 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1996
Pro Forma Condensed Consolidated Statement of Operations - Six
months ended June 30, 1996
Pro Forma Condensed Consolidated Statement of Operations - Year
ended December 31, 1995
Notes to Pro Forma Condensed Consolidated Financial Statements
<PAGE>
TRITON ENERGY LIMITED AND SUBSIDIARIES
PRO FORMA FINANCIAL INFORMATION
BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed consolidated financial
information gives effect to the sales of the Company's equity interest in
Crusader Limited and the Company's royalty and mineral interests in U.S.
properties for proceeds of approximately $69 million and $23.8 million,
respectively. The unaudited Pro Forma Condensed Consolidated Balance Sheet
adjusts the June 30, 1996 historical condensed consolidated balance sheet as
though the sale of Crusader Limited occurred on June 30, 1996. The unaudited
Pro Forma Condensed Consolidated Statements of Operations adjusts the
historical condensed consolidated statements of operations for the six months
ended June 30, 1996 and the year ended December 31, 1995 as though such
transactions occurred on January 1, 1995. The pro forma results exclude any
nonrecurring charges or credits directly attributable to the transactions.
The pro forma condensed consolidated financial information should be read
in conjunction with the historical consolidated financial statements and
related notes included as a part of Triton Energy Corporation's Annual Report
on Form 10-K for the year ended December 31, 1995. The pro forma information
is not necessarily indicative of the Company's financial position or results
of operations that might have occurred had such transactions actually
occurred on the dates indicated above.
TRITON ENERGY LIMITED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PRO FORMA
HISTORICAL ADUSTMENTS PRO FORMA
------------ ------------ -----------
ASSETS
Current assets:
Cash and equivalents $ 29,285 $ 68,927 (d) $ 98,212
Short-term marketable securities 12,498 --- 12,498
Receivables 48,511 (13,528) (c) 34,983
Inventories, prepaid expenses and other 4,064 --- 4,064
------------ ------------ -----------
Total current assets 94,358 55,399 149,757
Property and equipment, at cost, less accumulated
depreciation and depletion of $44,918 606,099 --- 606,099
Investments and other assets 181,824 (26,554) (c) 155,270
------------ ------------ -----------
$ 882,281 $ 28,845 $ 911,126
------------ ------------ -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 10,013 $ --- $ 10,013
Accounts payable and accrued liabilities 54,039 --- 54,039
------------ ------------ -----------
Total current liabilities 64,052 --- 64,052
Long-term debt, excluding current installments 399,393 --- 399,393
Deferred income taxes 37,198 --- 37,198
Deferred income and other 102,825 --- 102,825
Convertible debentures due to employees --- --- ---
Shareholders' equity:
Preference shares 8,840 --- 8,840
Ordinary shares, par value $0.01 362 --- 362
Additional paid-in capital 563,348 16,360 (d) 579,708
Accumulated deficit (287,681) 8,575 (d) (279,106)
Foreign currency translation adjustment (6,036) 3,910 (c) (2,126)
Other (19) --- (19)
------------ ------------ -----------
278,814 28,845 307,659
Less cost of ordinary shares in treasury 1 --- 1
------------ ------------ -----------
Total shareholders' equity 278,813 28,845 307,658
Commitments and contingencies --- --- ---
------------ ------------ -----------
$ 882,281 $ 28,845 $ 911,126
------------ ------------ -----------
</TABLE>
The Company uses the full cost method to account for its oil and gas producing
activities.
See accompanying notes to pro forma condensed consolidated financial
information.
<PAGE>
TRITION ENERGY LIMITED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ------------- -----------
SALES AND OTHER OPERATING REVENUES:
Oil and gas sales $ 62,769 $ (868) (a) $ 61,901
Other operating revenues 4,182 (4,182) (a)(b) ---
------------ ------------- -----------
66,951 (5,050) 61,901
------------ ------------- -----------
COSTS AND EXPENSES:
Operating expenses 19,163 (234) (a) 18,929
General and administrative 14,461 (163) (e) 14,298
Depreciation, depletion and amortization 12,064 (554) (a) 11,510
------------ ------------- -----------
45,688 (951) 44,737
------------ ------------- -----------
OPERATING INCOME 21,263 (4,099) 17,164
Interest income 3,711 --- 3,711
Interest expense (9,992) --- (9,992)
Equity in earnings of affiliate 118 (118) (e) ---
Other income, net 11,638 (1,862) (e) 9,776
------------ ------------- -----------
5,475 (1,980) 3,495
------------ ------------- -----------
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES 26,738 (6,079) 20,659
Income tax expense 2,691 (85) (a) 2,606
------------ ------------- -----------
EARNINGS FROM CONTINUING OPERATIONS $ 24,047 $ (5,994) $ 18,053
------------ ------------- -----------
Average ordinary and equivalent shares outstanding 36,669 37,223
------------ -----------
EARNINGS FROM CONTINUING OPERATIONS PER
ORDINARY SHARE $ 0.63 $ 0.46
------------ -----------
</TABLE>
See accompanying notes to pro forma condensed consolidated financial
information.
<PAGE>
TRITION ENERGY LIMITED AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ------------- -----------
SALES AND OTHER OPERATING REVENUES:
Oil and gas sales $ 106,844 $ (3,441) (a) $ 103,403
Other operating revenues 628 (198) (a) 430
------------ ------------- -----------
107,472 (3,639) 103,833
------------ ------------- -----------
COSTS AND EXPENSES:
Operating expenses 35,276 (331) (a) 34,945
General and administrative 25,672 (278) (e) 25,394
Depreciation, depletion and amortization 23,208 (1,950) (a) 21,258
------------ ------------- -----------
84,156 (2,559) 81,597
------------ ------------- -----------
OPERATING INCOME 23,316 (1,080) 22,236
Interest income 7,954 --- 7,954
Interest expense (24,055) --- (24,055)
Equity in loss of affiliate (2,249) 2,249 (e) ---
Other income, net 11,634 (3,347) (e)(f) 8,287
------------ ------------- -----------
(6,716) (1,098) (7,814)
------------ ------------- -----------
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES 16,600 (2,178) 14,422
Income tax expense 10,059 (27) (a) 10,032
------------ ------------- -----------
EARNINGS FROM CONTINUING OPERATIONS $ 6,541 $ (2,151) $ 4,390
------------ ------------- -----------
Average common shares outstanding 35,147 35,703
------------ -----------
EARNINGS FROM CONTINUING OPERATIONS PER
COMMON SHARE $ 0.16 $ 0.10
------------ -----------
</TABLE>
See accompanying notes to pro forma condensed consolidated financial
information.
TRITON ENERGY LIMITED AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1. GENERAL
Triton Energy Limited, a Cayman Islands company ("TEL"), was incorporated in
August 1995 to become the parent holding company of Triton Energy Corporation,
a Delaware corporation ("TEC"). The term "Company" when used herein means
Triton Energy Limited and its subsidiaries and other affiliates through which
the Company conducts its business.
On March 25, 1996, the stockholders of TEC approved the merger of a wholly
owned subsidiary of the Company with and into TEC (the "Reorganization").
Pursuant to the Reorganization, the Company became the parent holding company
of TEC and each share of Common Stock, par value $1.00, and 5% Convertible
Preferred Stock of TEC outstanding on March 25, 1996, was converted into one
Ordinary Share, par value $.01, and one 5% Convertible Preference Share,
respectively, of the Company. The Reorganization has been accounted for as a
combination of entities under common control (as if it were a pooling of
interests).
2. SALE OF ROYALTY INTERESTS IN U.S. PROPERTIES
In March 1996, the Company sold its royalty interests in U.S. properties to
Spinnaker Royalty Company for $23.8 million based on an effective date of
January 1, 1996.
Pro forma adjustments are made to reflect:
(a) the elimination of revenues and costs and expenses related to the
Company's royalty interests in U.S. properties as if the sale
occurred January 1, 1995; and
(b) the elimination of the gain on sale of $4.1 million.
3. SALE OF CRUSADER LIMITED
In June 1996, the Company sold approximately 20% of its shareholdings in
Crusader Limited ("Crusader") for $13.5 million, following the exercise of an
option granted to Clyde Petroleum plc ("Clyde") in conjunction with a May 1996
take-over bid by Clyde for the outstanding shares of Crusader. The Company
recorded a gain of $1.7 million in other income and an increase to additional
paid-in capital of $4.1 million, representing the Company's proportion of TEL
ordinary shares owned by Crusader which were previously treated as owned by
TEL. The cash proceeds, which were received in July, were recorded in current
receivables at June 30, 1996.
<PAGE>
In July 1996, the Company sold its remaining interest in Crusader to Clyde for
cash proceeds of approximately $55.5 million. In the third quarter, the
Company expects to record a gain of approximately $8.6 million from the sale
and an increase to additional paid-in capital of $16.4 million, representing
the Company's proportion of TEL ordinary shares owned by Crusader which were
previously treated as owned by TEL. The Company's average shares outstanding
have been increased to reflect the Company's proportion of TEL ordinary shares
owned by Crusader as outstanding during the periods indicated.
Pro forma adjustments are made to reflect:
(c) the elimination of the receivable from the sale of approximately 20%
of the Company's shareholdings in Crusader, the Company's investment in
Crusader and foreign currency translation adjustment related to the Company's
interest in Crusader as if the sale occurred on June 30, 1996;
(d) the receipt of proceeds, the increase in additional paid-in capital
and the resulting gain from the sale of the Company's remaining interest in
Crusader reflected as a reduction to accumulated deficit; and
(e) the elimination of (i) equity in earnings (loss) of affiliate,(ii) the
gain on sale of approximately 20% of the Company's shareholdings in Crusader,
and (iii) other income and expenses related to the Company's interest in
Crusader as if the sale occurred January 1, 1995.
4. REDEMPTION OF CRUSADER 12% CONVERTIBLE SUBORDINATED UNSECURED NOTES
In June 1995, Crusader recorded a $5.3 million loss (the Company's share -
$2.7 million) due to a payment to holders of Crusader's 12% Convertible
Subordinated Unsecured Notes to effect early redemption of these Notes by
conversion to shares of Crusader common stock. The Company received
approximately $2.9 million from its exchange of such notes.
Pro forma adjustments are made to reflect:
(f) the elimination of other income related to proceeds from Crusader's
redemption of their 12% Convertible Subordinated Unsecured Notes.
<PAGE>
SIGNATURES
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: September 9, 1996 By: /s/Robert B. Holland, III
Robert B. Holland, III, Senior Vice
President and General Counsel
