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) May 16, 1996
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands 1-11675 None
(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)
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ITEM 5. OTHER EVENTS.
Triton Energy Limited (the "Company) issued a Press Release reporting the
all-cash takeover bid made by Clyde Petroleum plc for the outstanding shares
of Crusader Limited, the Company's 49.9%-owned Australia-based oil and gas
affiliate, a copy of which is filed as an exhibit to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
4.1 Articles of Association of Triton Energy Limited.(1)
4.2 Memorandum of Association of Triton Energy Limited.(1)
4.3 Specimen Share Certificate for Ordinary Shares, $0.01 par value, of the
Company.(1)
4.4 Rights Agreement dated as of March 25, 1996, between Triton Energy Limited
and Chemical Bank, as Rights Agent, including, as Exhibit A thereto,
Resolutions establishing the Junior Preference Shares.(1)
4.5 Form of Debt Securities.(2)
4.6 Proposed Form of Senior Indenture.(2)
4.7 Proposed Form of Senior Subordinated Indenture.(2)
4.8 Resolutions authorizing the Company's 5% Convertible Preference Shares.
(3)
99.1 Press release dated May 16, 1996.(4)
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Previously filed as an exhibit to Triton Energy Corporation's
Registration Statement on Form S-3 (No. 33-69230) and incorporated
herein by reference.
(3) Previously filed as an exhibit to the Company's and Triton Energy
Corporation's Registration Statement on Form S-4 (No.333-923) and
incorporated herein by reference.
(4) Filed herewith.
<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: May 20, 1996 By: /s/ Robert B. Holland, III,
Robert B. Holland, III, Senior Vice
President and General Counsel
EXHIBIT 99.1
TRITON ANNOUNCES TAKEOVER BID
FOR CRUSADER LIMITED
DALLAS, TEXAS--May 16, 1996 - Triton Energy Limited announces that Clyde
Petroleum plc has made an all-cash takeover bid for the outstanding shares of
Crusader Limited, Triton's 49.9%-owned Australia-based oil and gas affiliate,
at A$1.62 per Crusader share. In the absence of a higher or better offer,
Triton intends to accept the Clyde offer.
Net proceeds from the sale of Triton's 53.2 million Crusader shares would be
approximately US$68 million at the current exchange rate of A$.80 per U.S.
dollar. This would result in an approximate pretax gain of US$9 million to
Triton, which the Company would book when the transaction closes, expected in
the third quarter.
In connection with the takeover, Triton has granted Clyde an option to
purchase approximately 20% of Triton's Crusader shareholdings at an exercise
price of A$1.62 per share. This represents 9.9% of Crusader's outstanding
shares.
Crusader's Board of Directors proposes to recommend that Crusader shareholders
accept Clyde's offer unless a higher offer is made prior to the offer's
expiration date.
Clyde's takeover offer is subject to various conditions, including acceptance
by the holders of at least 50.1% of Crusader's shares, approval by Clyde's
shareholders and the Australian Foreign Investment Review Board, and the
absence of other various occurrences or dispositions of Crusader oil and gas
assets.
Clyde is a leading British independent exploration and production group
operating on an international basis. It has production interests in the
United Kingdom, the Netherlands and Indonesia, with exploration interests in
those countries, as well as in other selected areas, including three
exploration licenses in northwest Australia.
Triton Energy Limited (NYSE: OIL) is a Dallas-based international oil and gas
exploration company primarily focused on high-potential prospects around the
world. The Company has participated in several major discoveries, including
the Cusiana and Cupiagua oil fields in Colombia, considered to be the Western
Hemisphere's largest oil find since Alaska's Prudhoe Bay, and the Cakerawala
gas field in the Malaysia-Thailand Joint Development Area in the Gulf of
Thailand. In addition, Triton has exploration activities under way in
Argentina, China, Colombia, Ecuador, Guatemala and Italy, and is negotiating
oil and gas opportunities in other countries.
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Contact: W. Greg Dunlevy or Crystal C. Bell, both of Triton, 214-691-5200.
Roy A. Franklin of Clyde, 011-44-1531-640-811.
