As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 33-59567
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
(809) 949-0050
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ROBERT B. HOLLAND, III, ESQ.
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(214) 691-5200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
PROSPECTUS
ORDINARY SHARES
TRITON ENERGY LIMITED
This Prospectus relates to (a) the issuance by Triton Energy Limited
(the "Company") of the Company's Ordinary Shares, par value
$.01 per share ("Ordinary Shares"), upon (i) the exercise of options
(the "Options") that have been or may be transferred by the grantee
thereof and that were granted pursuant to the Company's Amended and
Restated 1992 Stock Option Plan (the "Option Plan") and (ii) the
conversion of the Company's Convertible Subordinated Debentures (the
"Debentures") that have been or may be transferred by the purchaser
thereof and that were purchased pursuant to the Company's Amended and
Restated 1986 Convertible Debenture Plan (the "Debenture Plan") and (b)
the subsequent offer and resale by certain holders of such Ordinary
Shares (all such shares being referred to as the "Shares") who
at the time of any such offer or sale are affiliates of the Company (the
"Selling Shareholders").
The Shares may be issued upon the exercise of the Options or the
conversion of the Debentures from time to time in accordance with the terms of
the Option Plan and the Debenture Plan, as applicable. See "Description of
the Plans." The Shares may be resold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest of the Selling Shareholders. Such resales may be made on one or more
exchanges, including the New York Stock Exchange (the "NYSE") or in the over
the counter market, or in negotiated transactions, in each case at prices and
at terms then prevailing or at prices related to the then current market price
or at negotiated prices and terms. Upon any resale of the Shares, Selling
Shareholders or such successors in interest and participating agents, brokers
or dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
The Ordinary Shares are listed for trading on the NYSE under the symbol
"OIL." On April 1, 1996, the closing price of the Ordinary Shares on
the NYSE was $55 5/8 per share. The Company will pay all expenses incurred
in connection with this offering, which are estimated to be approximately
$65,700.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60604) and New York, New York (75 Park
Place, Room 1228, New York, New York 10007). Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's
Ordinary Shares are listed on the New York Stock Exchange. Reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act (the "Registration
Statement"), omits certain of the information contained in the Registration
Statement. Reference is made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
Ordinary Shares offered hereby. Copies of such Registration Statement are
available from the Commission. Statements contained herein concerning the
provisions of documents filed herewith as exhibits are necessarily summaries
of such documents, and each such statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
The Company's principal executive offices are located at Caledonian House,
Mary Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands,
(809) 949-0050.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to
the Exchange Act: (i) Triton Energy Corporation's ("Triton Delaware")
Annual Report on Form 10-K for the year ended December 31, 1995, (ii)
Triton Delaware's Current Report on Form 8-K filed February 9, 1996 and
(iii) the description of the Ordinary Shares contained in the Company's
Registration Statement on Form 8-A dated March 25, 1996.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares pursuant hereto shall
be deemed to be incorporated by reference in this Prospectus and to be a part
of this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents that are incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests
should be directed to Investor Relations, 6688 North Central Expressway, Suite
1400, Dallas, Texas 75206-9926, telephone (214) 691-5200.
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Triton Cayman is a Cayman Islands company, certain of its officers and
directors may be residents of various jurisdictions outside the United States
and its Cayman Islands counsel, W.S. Walker & Company, are residents of the
Cayman Islands. All or a substantial portion of the assets of the Company and
of such persons may be located outside the United States. As a result, it may
be difficult for investors to effect service of process within the United
States upon such persons or to enforce in United States courts judgments
obtained against such persons in United States courts and predicated upon the
civil liability provisions of the Securities Act. Notwithstanding the
foregoing, the Company has irrevocably agreed that it may be served with
process with respect to actions based on offers and sales of securities made
hereby in the United States by serving Robert B. Holland, III, c/o Triton
Energy Corporation, 6688 North Central Expressway, Suite 1400, Dallas, Texas
75206-9926, its United States agent appointed for that purpose. The Company
has been advised by its Cayman Islands counsel, W. S. Walker & Company, that
there is doubt as to whether Cayman Islands courts would enforce (a) judgments
of United States courts obtained in actions against such person or the Company
that are predicated upon the civil liability provisions of the Securities Act
or (b) in original actions brought against the Company or such persons
predicated upon the Securities Act. There is no treaty in effect between the
United States and the Cayman Islands providing for such enforcement, and there
are grounds upon which Cayman Islands courts may not enforce judgments of
United States courts. Certain remedies available under the United States
federal securities laws would not be allowed in Cayman Islands courts as
contrary to that nation's policy.
USE OF PROCEEDS
The proceeds received by the Company upon exercise of the Options will be
used for general corporate purposes, including, but not limited to, operating
and working capital requirements. The Company will not receive any proceeds
from the sale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to (a) the issuance by the Company of (i) up to
3,666,125 Ordinary Shares, in the aggregate, upon the exercise of
Options that may be or have been transferred by the grantee thereof and that
were granted pursuant to the Option Plan and (ii) up to 253,977 Ordinary
Shares, in the aggregate, upon the conversion of Debentures that may be
or have been transferred by the purchase thereof and that were purchased
pursuant to the Debenture Plan, and (b) the subsequent offer and resale of
such Ordinary Shares by the Selling Shareholders.
The Board of Directors of the Company or an appropriate committee
appointed by the Board, subject to the provisions of the Option Plan and the
Debenture Plan, will determine from time to time (i) the individuals to whom
Options will be granted and Debentures will be sold, (ii) the number of shares
to be covered by each Option and (iii) the purchase price or conversion price,
as applicable, of Ordinary Shares subject to each Option and Debenture. See
"Description of the Plans."
Set forth below, as of April 1, 1996, are the names of each Selling
Shareholder that as of the date of this Prospectus has been transferred
Options and/or Debentures, the number of Shares that may be offered for resale
by such Selling Shareholder pursuant to the Prospectus, and the number of
Ordinary Shares to be owned by such Selling Shareholder upon completion
of the offering if all Shares are sold. To the extent required by the
Securities Act, the information relating to the Selling Shareholders will be
updated by Prospectus Supplement.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Ordinary Shares Ownership
Ownership of Offered for of Ordinary
Ordinary Shares Selling Shares
Prior to Shareholders After
Name Offering Account Offering
Thomas G. Finck
International Trust 137,600(1) 137,600(1) 0
Robert B. Holland, III
International Trust 87,600(1) 87,600(1) 0
</TABLE>
__________________
(1) Represents all shares issuable upon exercise of options currently held by
the Selling Shareholders, whether or not currently exercisable.
DESCRIPTION OF THE PLANS
OPTION PLAN
General
The Option Plan provides for the grant of Options to acquire up to
3,700,000 Ordinary Shares, which Options may be "incentive shares
options" ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986 (the "Code"), or nonqualified shares options
("Nonqualified Options") and no participant shall be eligible for more than
50% of such shares. The purpose of the Option Plan is to attract and retain
highly qualified and competent employees, nonemployee members of the Board
("Nonemployee Directors") and advisors and to provide such persons with a
proprietary interest in the Company through the granting of Options. The
Option Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
The statements contained herein concerning the terms and provisions of
the Option Plan are summaries and are not necessarily complete; and while
the Company believes the description of the material provisions of the plan
are accurate summaries of such provisions, reference is made to the full text
of the Option Plan filed as an exhibit to the Registration Statement, and each
such statement is qualified in its entirety by such reference.
Administration of the Option Plan
The Option Plan provides that it shall be administered by a committee
of the Board of Directors (the "Committee"). The Committee has, subject to
the terms of the Option Plan, the power to determine from time to time the
individuals to whom Options will be granted, to interpret the Option Plan, to
prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Option Plan, to determine the
details and provisions of each stock option agreement, to modify or amend any
stock option agreement or waive any conditions or restrictions applicable to
any Option or the exercise thereof and to make such other determinations and
take such other actions as it deems necessary or advisable for administration
of the Option Plan.
The Option Plan provides for the automatic grant each year to each
Nonemployee Director of Nonqualified Options ("Nondiscretionary Stock Options")
to purchase 15,000 Ordinary Shares.
The Committee may at any time amend or revise the terms of the Option
Plan; provided that, certain amendments will require shareholder approval,
Transferability
The Committee may, in its discretion, agree that Nonqualified Options
are transferable by the Optionholder, and may limit such transfers to members
of the Optionholder's immediate family (e.g., parents, children, grandchildren
or spouse), trusts for the benefit of such immediate family members and
partnerships in which such immediate family members are the only partners and
may provide that there cannot be any consideration for the transfer.
Except as may be agreed upon by the Committee in accordance with the
immediately preceding paragraph, an Option may not be transferred or
assigned, other than (i) by will or the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations
order as defined by the Code or Title I of ERISA, provided that in the case of
an Incentive Option, such transfer or assignment may occur only to the extent
it will not result in disqualifying such Option as an incentive stock option
under Section 422 of the Code, or any other successor provision. The
designation by an Optionholder of a beneficiary will not constitute a transfer
of the Option.
Section 16 of the Exchange Act imposes certain reporting obligations
and trading restrictions on directors, executive officers and beneficial
owners of 10% or more of a class of the Company's equity securities
("Reporting Persons"). Reporting Persons may be required to report
certain information concerning the Option Plan in Form 3, 4, or 5 reports
filed pursuant to the Section 16 reporting requirements. Any profit made
from purchases and sales of equity securities of the Company by the
foregoing persons, their family members or by affiliated partnerships,
corporations, trusts and other entities within a six-month time period may be
subject to recovery by the Company or by any shareholder for the benefit of
the Company. Each Reporting Person is responsible for complying with such
reporting obligations and trading restrictions. Prior to any purchase,
acquisition, Option exercise, conversion, trade, sale or other disposition of
shares or other security of the Company by a Reporting Person, legal advice
should be obtained.
Purchase of Securities Pursuant to the Option Plan and Payment for Securities
Offered
Each Option is evidenced by a written agreement (an "Option Agreement")
between the Company and the Optionholder. Options issued under the Option
Plan generally become exercisable after one year following the date of grant
with respect to 25% of Ordinary Shares covered thereby and vest 25%
per year thereafter; provided that automatic Option grants to Nonemployee
Directors become exercisable after one year following the date of grant with
respect to 33 1/3% Ordinary Shares covered thereby and vest 33
1/3% per year thereafter. Notwithstanding the provisions of any Option
Agreement, Options will become exercisable in the event of a change in control
(as defined in the Option Plan) and in the event of certain mergers and
reorganizations of the Company. No Option will remain exercisable later than
ten years after the date of its grant (or five years in the case of Incentive
Options granted to employees owning more than 10% of the total combined voting
power of all classes of shares of the Company). The exercise price of each
Option granted under the Option Plan may not be less than 100% of the fair
market value of the Ordinary Shares on the date of grant of the Option (or
110% in the case of Incentive Options granted to employees owning more than
10% of the total combined voting power of all classes of shares of the
Company). The maximum aggregate fair market value (determined at the time the
Option is granted) of the Ordinary Shares with respect to which Incentive
Options are exercisable for the first time by any employee during any
calendar year may not exceed $100,000.
The issuance, delivery or exercise of any Option is subject to the
satisfaction by the Optionholder of any withholding tax or other withholding
liabilities under federal, state or local law. An Optionholder may satisfy
a withholding obligation by any method permitted by the Committee pursuant
to the Plan, which may include (i) having the Company withhold a portion of
the Ordinary Shares acquired upon the exercise of the Option having a fair
market value on the date the amount of tax to be withheld is to be
determined (the "Tax Date") equal to the amount required to be withheld or
(ii) delivering to the Company Ordinary Shares already owned by the
Optionholder having a fair market value on the Tax Date equal to the amount
required to be withheld.
The Option Plan and/or the Option Agreement limit the
exercise of Options in the event of the termination of the Optionholder's
employment of service as a director or advisor, subject to the ability
of the Committee to modify the terms of the Option Agreement under certain
circumstances. In general, in the event an Optionholder who is an
employee of the Company ceases to be employed by the Company, or an
Optionholder who is a director or advisor ceases to serve as a director
or advisor, for any reason other than death, retirement, disability or for
cause, (i) the Committee shall have the ability to accelerate the vesting of
the Optionholder's Option (other than a Non-discretionary Stock Option) in
its sole discretion, and (ii) such Optionholder's Option shall be
exercisable (to the extent exercisable on the date of termination of
employment or service as a director or advisor, or, if the Committee, in
its discretion, has accelerated the vesting of such Option, to the extent
exercisable following such acceleration) (a) if such Option is an Incentive
Option at any time within three months after the date of termination of
employment, unless by its terms the Option expires earlier; or (b)
if such Option is a Nonqualified Option at any time within one year after
the date of termination of employment or service as a director or advisor,
unless by its terms the Option expires earlier or unless the Committee
agrees, in its sole discretion, to further extend the term of such
Nonqualified Option; provided that the term of any such Nonqualified Option
shall not be extended beyond its initial term. In addition, an Optionholder's
Option may be exercised as follows in the event such Optionholder ceases to
serve as an employee, director or advisor due to death, disability,
retirement or for cause:
Death. Except as otherwise limited by the Committee at the time of
the grant of a Option, if an Optionholder dies while employed by the Company
or while serving as a director or advisor, or within three
months after ceasing to be an employee, director or advisor, his Option will
become fully exercisable on the date of his death and will expire 12 months
thereafter, unless by its terms it expires sooner or the Committee agrees, in
its sole discretion, to further extend the term of such Option (other than an
Incentive Option or a Non-discretionary Stock Option); provided that the term
of any such Option shall not be extended beyond its initial term. During such
period, the Option may be fully exercised, to the extent that it remains
unexercised on the date of death, by the Optionholder's personal
representative or by the distributees to whom the Optionholder's rights under
the Option shall pass by will or by the laws of descent and distribution.
Retirement. If an Optionholder ceases to be employed by the Company
or ceases to serve as a director or advisor, as a result of
retirement, (i) the Committee shall have the ability to accelerate the vesting
of the Optionholder's Option (other than a Non-discretionary Stock Option,
which shall automatically be accelerated) in its sole discretion, and (ii) the
Optionholder's Option will be exercisable (to the extent exercisable on the
effective date of such retirement or, if the vesting of such Option has been
accelerated, to the extent exercisable following such acceleration) (a) if
such Option is an Incentive Option at any time three months after the
effective date of such retirement, unless by its terms the Option expires
earlier, and (b) if such Option is a Nonqualified Option at any time within
one year after the effective date of such retirement, unless by its terms the
Option expires sooner or the Committee agrees, in its sole discretion, to
further extend the term of such Nonqualified Option; provided that the term of
any such Nonqualified Option shall not be extended beyond its initial term.
Disability. If an Optionholder ceases to be employed by the Company
or ceases to serve as a director or advisor, as a result of
disability, the Optionholder's Option shall become fully exercisable and shall
expire 12 months thereafter, unless by its terms it expires sooner or, unless
the Committee agrees, in its sole discretion, to extend the term of such
Option (other than an Incentive Option or Non-discretionary Stock Option);
provided that the term of any Option shall not be extended beyond its initial
term.
Cause. If an Optionholder ceases to be employed by the Company or
ceases to serve as a director or advisor, because the Optionholder is
terminated for cause, the Optionholder's Option shall automatically expire.
Full payment for the Ordinary Shares purchased upon the exercise of an
Option may be made, (i) in cash, (ii) by certified or cashier's check, (iii)
if permitted by the Committee, by Ordinary Shares, (iv) if permitted by
the Committee, and if permitted under applicable law, by
cash or certified or cashier's check for the par value of the shares plus a
promissory note for the balance of the purchase price, which note shall
provide for full personal liability of the maker and shall contain such other
terms and provisions as the Committee may determine, including without
limitation the right to repay the note partially or wholly with Ordinary
Shares, or (v) by delivery of a copy of irrevocable instructions from the
Optionholder to a broker or dealer, reasonably acceptable to the Company,
to sell certain of the shares purchased upon exercise of the Option or to
pledge them as collateral for a loan and promptly deliver to the Company
the amount of sale or loan proceeds necessary to pay such purchase price.
If any portion of the purchase price or a note given at the time of
exercise is paid in Ordinary Shares, those shares shall be valued at the
then fair market value.
Tax Effects
The following is only a summary of the more significant federal income
tax considerations and does not purport to be a complete description of all
applicable rules regarding the federal income tax treatment of Options. The
discussion set forth herein is based on the federal tax laws as in force on
the date of this Prospectus. In particular, the summary does not apply to
dispositions by Optionholders of shares other than through sales (such as
through gifts), and does not discuss in detail any potential consequences of
modifications to Options that would otherwise qualify as Incentive Options,
alternative minimum tax, state, local and foreign taxes and the effect of
gift, estate and inheritance taxes. For more detailed information, reference
should be made to the Code and the regulations relating thereto.
Incentive Options. No taxable income is realized by an Optionholder
and no tax deduction is available to the Company upon either the grant or
exercise of an Incentive Option. If an Optionholder holds the shares acquired
upon the exercise of an Incentive Option for more than one year after the
issuance of the shares upon exercise of the Incentive Option and more than two
years after the date of the grant of the Incentive Option ("holding period"),
the difference between the exercise price and the amount realized upon the
sale of the shares will be treated as a long-term capital gain or loss and no
deduction will be available to the Company. If the shares are transferred
before the expiration of the holding period, the Optionholder will realize
ordinary income and the Company will be entitled to a deduction on the portion
of the gain, if any, equal to the difference between the Incentive Option
exercise price and the fair market value of the shares on the date of exercise
or, if less, the difference between the amount realized on the disposition and
the adjusted basis of the shares; provided, however, that the deduction will
not be allowed if such amount exceeds the annual one million dollar limitation
on the deduction that an employer may claim for compensation of certain
executives pursuant to Section 162(m) of the Code (the "Deduction Limitation")
and does not satisfy an exception to the Deduction Limitation. Any further
gain or loss will be taxable as long-term or short-term capital gain or loss
depending upon the holding period before disposition. Certain special rules
apply if an Incentive Option is exercised by tendering shares.
The difference between the Incentive Option exercise price and the fair
market value, at the time of exercise, of the Ordinary Shares acquired upon
the exercise of an Incentive Option may give rise to alternative minimum
taxable income subject to an alternative minimum tax. Special rules also may
apply in certain cases where there are subsequent sales of shares in
disqualifying dispositions and to determine the basis of the shares for
purposes of computing alternative minimum taxable income on a subsequent sale
of the shares.
Nonqualified Options. No taxable income is generally realized by an
Optionholder upon the grant of a Nonqualified Option and no deduction
generally is then available to the Company. Upon exercise of a Nonqualified
Option, the excess of the fair market value of the shares on the date of
exercise over the exercise price will be taxable to the Optionholder as
ordinary income. Such amount will be deductible by the Company unless such
amount exceeds the Deduction Limitation and does not satisfy an exception to
the Deduction Limitation. The tax basis of shares acquired by the
Optionholder will be the fair market value on the date of exercise. When an
Optionholder disposes of shares acquired upon exercise of a Nonqualified
Option, any amount realized in excess of the fair market value of the shares
on the date of exercise generally will be treated as a capital gain and will
be long-term or short-term, depending on the holding period of the shares.
The holding period commences upon exercise of the Nonqualified Option. If the
amount received is less than such fair market value, the loss will be treated
as a long-term or short-term capital loss, depending on the holding period of
the shares. The exercise of a Nonqualified Option will not trigger the
alternative minimum tax consequences applicable to Incentive Options.
DEBENTURE PLAN
General
The Debenture Plan is intended to promote the interests of the Company
and its shareholders by allowing certain senior key executives (including
directors who are employees) and consultants (individually, a "Purchaser" and
collectively, the "Purchasers") of the Company and its subsidiaries the
opportunity to acquire an equity interest in the Company by means of investing
in the Debentures, thereby giving such senior key executives and consultants
added incentive to work toward the continued growth and success of the
Company. The Company's Board of Directors also contemplates that the
Debenture Plan will enable the Company and its subsidiaries to continue to
compete effectively for the services of management personnel needed for the
continued growth and success of the Company. The Debenture Plan is not
subject to the provisions of ERISA.
The statements contained herein concerning the terms and provisions of
the Debenture Plan, the Debentures and the Indentures (as defined below) are
summaries and are not necessarily complete; and while the Company believes
the descriptions of the material provisions of the plan are accurate
summaries of such provisions, reference is made to the full text of the
Debenture Plan filed as an exhibit to the Registration Statement, and each
such statement is qualified in its entirety by such reference.
Administration of the Debenture Plan
The Plan is administered by the Committee. Committee members are
appointed by the Board, and may be removed by the Board at any time. No
Debentures may be sold to any member of the Committee during the term of
his membership on the Committee.
The Committee has full power and authority within the limits of the
Debenture Plan to select employees and consultants to be sold Debentures
under the Debenture Plan, as well as to determine the amounts, terms and
conditions of the Debentures. The Committee has authority to sell
Debentures to employees (which may include directors who are employees)
of and consultants to the Company or any of its subsidiaries who have a
material and direct effect upon the Company's operations.
Subject to the provisions of the Debenture Plan and to the provisions of
an indenture and any supplemental indenture thereto (the "Indenture") creating
one or more series of Debentures, the Committee has authority to interpret and
construe the Debenture Plan, to supervise the Debenture Plan's administration
and to establish and amend the general rules and regulations for the
administration of the Debenture Plan. The Committee may also, within the
limits of the Debenture Plan, determine certain terms and provisions of any
Indenture, including the aggregate principal amount, maturity date, interest
rate and conversion price of each series.
Description of Debentures
The Company may issue an unlimited aggregate principal amount of
Debentures pursuant to the Debenture Plan. However, the total number of
Ordinary Shares into which Debentures may be converted may not exceed
1,000,000 shares (subject to appropriate adjustment in certain events).
The Ordinary Shares issued upon conversion of the Debentures may be either
authorized but unissued Ordinary Shares or treasury shares.
The Debentures are issued in series; each series is either issued under a
separate Indenture, or two or more series are issued under a single Indenture.
Each series is due not earlier than seven years from the date of issuance or
such earlier date as the Company redeems a series of Debentures or prepays an
individual Debenture (with respect to such series or individual Debenture, the
"Due Date"). The Committee may extend the term of a series for any period of
time from seven years up to ten years as determined by the Committee without
shareholder approval, as set forth in the Indenture for that series. The
Debentures are issuable in such form and denominations as the Committee
approves.
The Debentures are subordinated in right of payment to the prior payment
in full of any senior indebtedness (as defined in the Indenture).
Additionally, there is no limitation on the issuance of any such additional
senior indebtedness.
Debentures are convertible into fully paid and nonassessable
Ordinary Shares at any time on or after a date set by the Committee (the
"Conversion Date") from the date of issuance until the close of business on
the Due Date at the conversion price in effect at the time of conversion.
Individual Debentures have Conversion Dates which vary from one to three years
from the date of issuance. Debentures become convertible in the event of a
change in control (as defined in the Debenture Plan) and the Committee may
accelerate (but not delay) the Conversion Date. The price at which
Ordinary Shares are delivered upon conversion are set by the Committee. The
conversion price, however, cannot be less than 100% of the last reported sales
price of the Ordinary Shares on the NYSE on the date prior to the date the
Committee authorizes the issuance of such Debentures.
If a Purchaser's employment or association with the Company is terminated
for any reason other than death, disability, retirement or for cause, the
Purchaser's Debenture may be converted (to the extent convertible on the date
of such termination or, if the Committee, in its discretion, has accelerated
the Conversion Date, to the extent convertible following such acceleration) at
any time within three months after such termination, unless the Committee
agrees, in its sole discretion, to further extend the Conversion Date of such
Debenture; provided that the term of any such Debenture is not extended beyond
its initial term. If a Purchaser's employment or association with the Company
is terminated due to death, disability or retirement, the Purchaser's
Debenture may be converted (to the extent convertible on the date of death,
disability or retirement or, if the convertibility of such Debenture has been
accelerated, to the extent convertible following such acceleration) at any
time within one year from the date of termination, unless the Committee
agrees, in its sole discretion, to further extend the Conversion Date of such
Debenture; provided that the term of any Debenture is not extended beyond its
initial term. If the Purchaser is discharged from the Company for cause, he
may not convert the Debenture after discharge. The Company will prepay any
Debenture the conversion privilege of which so terminates.
Default and Remedies
The Indentures define an "Event of Default" as: (i) any default in the
payment of interest which continues for 30 days after the due date; (ii) any
default in the payment of principal when due; (iii) failure by the Company to
comply with any of its other agreements with or for the benefit of holders of
Debentures if such default continues for the period and after the notice
specified below; and (iv) certain events of bankruptcy of the Company.
A default under clause (iii) above is not an Event of Default until the
trustee (the Committee) or the holders of at least 25% in principal amount of
the Debentures then outstanding notify the Company of the default and the
Company does not cure the default within 60 days after receipt of the notice.
If an Event of Default described in clauses (i) or (ii) above occurs and is
continuing, the trustee by notice to the Company, or the holders of at least
25% in principal amount of the Debentures then outstanding by notice to the
Company and the trustee, may declare the principal of and accrued interest on
all the Debentures of that series then outstanding to be due and payable. If
an Event of Default described in clauses (iii) or (iv) above occurs and is
continuing, the trustee by notice to the Company, or the holders of at least
25% in principal amount of the Debentures of all series then outstanding by
notice to the Company and the trustee, may declare the principal of and
accrued interest on all Debentures then outstanding to be due and payable.
Upon any such declaration such principal and interest shall be due and payable
immediately. The holders of a majority in principal amount of the Debentures
of a series then outstanding (or of all series, as the case may be), by
written notice to the Company and the trustee, may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to that series (or
to all series, as the case may be) have been cured or waived except nonpayment
of principal or interest that has become due solely because of the
acceleration.
The holders of a majority in principal amount of the Debentures of a
series then outstanding (or of all series, as the case may be) by notice to
the trustee, may waive an existing default and its consequences, except a
default in the payment of the principal of or interest on any Debenture or a
default pursuant to conversion of the Debentures.
Transferability
The Committee may, in its discretion, agree that Debentures are
transferable by the Purchaser to members of his immediately family (e.g.,
parents, children, grandchildren or spouse), trusts for the benefit of such
immediate family members and partnerships in which such immediate family
members are the only partners, provided that there cannot be any consideration
for the transfer. Except as may be agreed upon by the Committee in accordance
with the immediately preceding paragraph, a Debenture may not be sold,
assigned, transferred, pledged (except as provided below) or otherwise
hypothecated other than (i) by will or the laws of descent and distribution or
(ii) pursuant to the terms of a qualified domestic relations order as defined
by the Code, or Title I of ERISA.
Notwithstanding the provisions of the previous paragraph, in certain
cases Purchasers may pledge Debentures as security for loans which will
provide all or part of the financing necessary to purchase the Debentures, and
such pledges may be made without the Company's consent by providing the
Company with written notice of the pledge. The conversion right of any
Debenture is exercisable only by the Purchaser, his estate or the
beneficiaries of such estate.
If a Purchaser pledges a Debenture in the permitted manner described
above, the conversion privilege is not exercisable during such time as the
Debenture is pledged. Upon notice from the Purchaser and the lender to which
the Debenture was pledged that the obligation has been discharged, the
conversion privilege is again exercisable. If a Purchaser sells, assigns,
transfers, pledges (except pledges requiring only written notice to the
Company) or otherwise hypothecates a Debenture without the Company's consent,
the conversion right permanently ceases to exist. Should the conversion right
of a Debenture so terminate, the Company has the option, but not the
obligation, to prepay that Debenture.
Sale and Purchase of the Debentures
The Committee may authorize Purchasers to purchase Debentures by delivery
of a promissory note to the Company in payment of all or a part of the
purchase price of the Debentures. Such promissory notes shall have provisions
for collateral, which may include the Debentures, payment of interest,
repayment of principal and such other terms and conditions as the Committee
deems advisable.
The Debentures must be sold by the Company at face value plus any accrued
interest to the date of sale. The Committee must make a good faith
determination that the fair value of a Debenture at the time of sale is equal
to its face value. In the event that the Internal Revenue Service determines
that the value of a Debenture at the time of sale exceeded its face value and
if (a) the Company receives a tax benefit as a result of that determination
and (b) the Purchaser is taxed to the extent of the excess, then the Company
must pay the Purchaser as compensation the lesser of the Company's tax benefit
with respect to the Purchaser or the Purchaser's tax liability resulting from
such determination, provided the Purchaser has contested the imposition of
such liability in a manner which the Company determines to be appropriate
under the circumstances.
Notwithstanding any of the provisions of the Debenture Plan, the
Indentures or of any written agreements evidencing Debentures issued under the
Debenture Plan, the obligations of the Company to sell and deliver Debentures
and Ordinary Shares upon conversion of the Debentures are subject to
all applicable laws, rules and regulations and such approvals by any
government agencies or national securities exchanges as may be required. The
participants agree not to convert any Debentures and the Company is not
obligated to issue any Ordinary Shares upon conversion of the
Debentures, if the conversion of such Debentures or the issuance of
Ordinary Shares upon conversion of the Debentures would constitute a violation
by the participant or the Company of any provision of any law or regulation
of any governmental authority.
Expiration of Debenture Plan; Redemption and Termination of Debentures
The Debenture Plan expires when all of the Company's obligations with
respect to all of the outstanding Debentures have been discharged.
The Indentures provide that the Debentures are redeemable at any time on
or after three years from the date of issuance at the Company's option, at a
redemption price equal to 120% of the principal amount, plus accrued interest.
Reorganizations, Substitutions and Adjustments
The Indentures provide that the conversion price for the Debentures will
be adjusted appropriately in certain events, including, but not limited to:
(i) the issuance of shares dividends; (ii) certain subdivisions, combinations
and reclassifications; and (iii) the distribution to all holders of the
Company's Ordinary Shares or evidences of indebtedness or certain assets or
other rights. The Indentures reserve the right of the Board to accelerate
(but not delay) the date on which each Debenture may be converted.
Tax Effects
Based upon current tax law and prior rulings issued by the Internal
Revenue Service, the Company believes that (i) a purchaser of a Debenture will
not realize taxable income upon the purchase of a Debenture unless, and to the
extent, the fair market value of the Debenture exceeds the amount which the
purchaser paid for the Debenture; (ii) a purchaser will recognize no income,
gain or loss when the purchaser converts any part or all of a Debenture into
Ordinary Shares; (iii) if a purchaser converts all or a part of a Debenture,
the purchaser's basis in the Ordinary Shares so acquired will equal the
purchaser's basis in the portion of the Debenture surrendered for conversion;
and (iv) the purchaser's holding period with respect to the Ordinary Shares
will include the combined holding period of the Debenture and the Ordinary
Shares. However, noassurances can be given that the above consequences will
apply.
The Company intends that each Debenture sold under the Debenture Plan
will have an interest rate at least equal to the applicable federal rate in
effect on the date of sale.
If the tax consequences described above apply to the transaction, the
Company will not be entitled to a tax deduction upon the conversion of
Debentures into Ordinary Shares.
PLAN OF DISTRIBUTION
This Prospectus relates to the issuance by the Company of Ordinary
Shares upon the exercise of Options and conversion of the Debentures
that may be or have been transferred by the grantee or purchaser thereof, as
applicable. This Prospectus also relates to the subsequent offer and resale
from time to time of the Shares by the Selling Shareholders, or by pledgees,
donees, transferees or other successors in interest of the Selling
Shareholders. Transferees of Options and Debentures who exercise such Options
or convert such Debentures and who are not affiliates of the Company may
resell the Ordinary Shares issuable upon such exercise or conversion
without restriction.
A Selling Shareholder may dispose of Shares from time to time in one or
more transactions through any one or more of the following: (i) to purchasers
directly, (ii) in ordinary brokerage transactions and transactions in which
the broker solicits purchasers, (iii) through underwriters or dealers who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders or such successors in interest
and/or from the purchasers of the Shares for whom they may act as agent, (iv)
the writing of options on the Shares, (v) the pledge of the Shares as security
for any loan or obligation, including pledges to brokers or dealers who may,
from time to time, themselves effect distributions of the Shares or interests
therein, (vi) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, (vii) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction and (viii) an exchange distribution in
accordance with the rules of such exchange, including the NYSE, or in
transactions in the over the counter market. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders or such successors in interest, and any underwriters, brokers,
dealers or agents that participate in the distribution of the Shares, may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may
be deemed to be underwriting commissions or discounts under the Securities
Act.
The Company will pay all of the expenses incident to the offering and
sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.
In the event of a material change in the plan of distribution disclosed
in this Prospectus, the Selling Shareholders will not be able to effect
transactions in the Shares pursuant to this Prospectus until such time as a
post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.
At the time a particular offer of the Ordinary Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the number of Shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers.
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby have been passed upon for the Company by W.S. Walker &
Company, Grand Cayman, Cayman Islands.
EXPERTS
The consolidated financial statements of Triton Energy
Corporation as of and for the year ended December 31, 1995, the
seven months ended December 31, 1994 and the fiscal years ended May 31, 1994
and 1993, incorporated herein by reference to Triton Energy Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995 have been so
incorporated in reliance upon the report of Price Waterhouse LLP ("Price
Waterhouse"), independent accountants, given on the authority of said
firm as experts in auditing and accounting.
Certain information with respect to the gas and oil reserves of Triton
and its subsidiaries derived from the report of DeGolyer and MacNaughton,
independent petroleum engineers, has been incorporated by reference herein in
reliance upon such firm as experts with respect to the matters contained
therein.
TABLE OF CONTENTS
Page
Available Information . . . . .
Incorporation of Certain
Documents by Reference . . . .
Enforceability of Civil
Liabilities against
Foreign Persons . . . . . . .
Use of Proceeds . . . . . . . .
Selling Shareholders. . . . . .
Description of the Plans. . . .
Plan of Distribution. . . . . .
Legal Matters. . . . . . . . .
Experts . . . . . . . . . . . .
TRITON ENERGY LIMITED
PROSPECTUS
_________, 1996
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities other than registered securities to which it relates, or
an offer to or a solicitation of any person in any jurisdiction where such
offer or solicitation would be unlawful. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to its date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Ordinary Shares covered by this Registration Statement,
all of which will be paid by the Registrant, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Filing Fee $59,477.41*
Printing and Engraving
Expenses 100.00
Accounting Fees and
Expenses 3,500
Legal Fees and Expenses 2,500
Miscellaneous 100.00
Total $65,677.41
</TABLE>
* Previously paid.
Item 15. Indemnification of Directors and Officers.
Triton Cayman is a Cayman Islands company. Article XXXIII of Triton
Cayman's Articles of Association contains provisions with respect to
indemnification of Triton Cayman's officers and directors. Such provisions
provide that Triton Cayman shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in the right of
Triton Cayman), by reason of his acting as a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, Triton
Cayman, against any liability or expense actually and reasonably incurred by
such person in respect thereof. Triton Cayman shall also advance the expenses
of defending any such act, suit or proceeding in accordance with and to the
full extent now or hereafter permitted by law. Such indemnification and
advancement of expenses are not exclusive of any other right to
indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of Triton Cayman shall not be personally liable to Triton Cayman or
its shareholders for monetary damages for breach of fiduciary duties as a
director.
The Companies Law (1995 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands,
would indicate that indemnification is generally permissible except in the
event that there had been fraud or wilful default on the part of the officer
or director or reckless disregard of his duties and obligations to Triton
Cayman.
Directors and officers of Triton Cayman are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Subject to applicable policy terms,
conditions and exclusions, coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims first made
against the insureds or any of them during the policy period from any wrongful
acts that are actually or allegedly caused, committed or attempted by the
insureds prior to the end of the policy period. Wrongful acts are defined as
any actual or alleged error, misstatement, misleading statement or act,
omission, neglect or breach of duty by the insureds while acting in their
individual or collective capacities as directors or officers of Triton Cayman.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
<TABLE>
<CAPTION>
<C> <S>
4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of W.S. Walker & Company.(2)
23.1 Consent of Price Waterhouse, LLP.(2)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of W.S. Walker & Company (included in its opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None
</TABLE>
___________
(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) Filed herewith.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas on March 29,
1996.
TRITON ENERGY LIMITED
By: /s/Robert B. Holland, III
Title: Robert B. Holland, III
Senior Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
President, Chief
/s/ Thomas G. Finck* Executive Officer
Thomas G. Finck and Director March 26, 1996
(Principal Executive Officer)
Senior Vice President and
/s/ Peter Rugg* Chief
Peter Rugg Financial Officer March 26, 1996
(Principal Financial and Accounting
Officer)
/s/ Herbert L. Brewer* Director March 26, 1996
Herbert L. Brewer
/s/ Ernest E. Cook* Director March 26, 1996
Ernest E. Cook
/s/Sheldon R. Erickson* Director March 26, 1996
Sheldon R. Erickson
/s/ Ray H. Eubank * Director March 26, 1996
Ray H. Eubank
/s/ Jesse E. Hendricks* Director March 26, 1996
Jesse E. Hendricks
/s/Fitzgerald S. Hudson* Director March 26, 1996
Fitzgerald S. Hudson
/s/John R. Huff* Director March 26, 1996
John R. Huff
.
/s/ John P. Lewis* Director March 26, 1996
John P. Lewis
/s/Michael E. McMahon* Director March 26, 1996
Michael E. McMahon
/s/Wellslake D. Morse, Jr.* Director March 26, 1996
Wellslake D. Morse, Jr.
/s/Edwin D. Williamson* Director March 26, 1996
Edwin D. Williamson
/s/J. Otis Winters* Director March 26, 1996
J. Otis Winters
</TABLE>
*By: /s/ Robert B. Holland, III
Robert B. Holland, III,
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
<TABLE>
<CAPTION>
<C> <S>
4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of W.S. Walker & Company.(2)
23.1 Consent of Price Waterhouse, LLP.(2)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of W.S. Walker & Company (included in its opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None
</TABLE>
(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) Filed herewith.
W.S. WALKER & COMPANY
ATTORNEYS-AT-LAW
Caledonian house, p.o. box 265
george town, grand cayman
cayman islands
tel: (809)949-0100 fax: (809)949-7886
Internet: [email protected]
Our Ref: GWP/dw/T183-10663
March 29, 1996
Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman
Dear Sirs:
We have acted as special counsel to Triton Energy Limited, a Cayman Islands
company (the "Company") in connection with the Registration Statement on Form
S-3 (No. 33-59567) filed by the Company under the Securities Act of 1933, as
amended (the "Act"), as it became effective under the Act, and as amended by
Post-Effective Amendment No. 1 thereto (the "Registration Statement"),
relating to 3,920,102 Ordinary Shares, par value $0.01 per share (the
"Shares"), of the Company. This opinion is delivered in connection with
Post-Effective Amendment No. 1 to the Registration Statement.
We have examined the Articles of Association and the Memorandum of Association
of the Company and such resolutions of the Board of Directors of the Company
as we have deemed necessary.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorised and validly issued and are fully paid and
nonassessable.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to
Post-Effective Amendment No. 1 to the Registration Statement and the use of
our name under the caption "Legal Matters" in the Prospectus forming a part of
Post-Effective Amendment No. 1 to the Registration Statement.
Yours faithfully,
W.S. Walker and Company
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 33-59567) of
our report dated February 9, 1996, appearing on page F-2 of Triton Energy
Corporation's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
April 2, 1996
Exhibit 23.2
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
March 25, 1996
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Gentlemen:
We hereby consent to (i) the incorporation by reference from Triton
Energy Corporation's Annual Report on Form 10-K for the year ended December
31, 1995 (the "Form 10-K"), and the inclusion in the Registration Statements
of Triton Energy Limited (the "Company") on Form S-8 (Nos. 2-80978, 33-4042,
33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3 (Nos. 33-11920,
33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319, 33-45847,
33-69230, 33-55347, 33-46292, 33-59567) relating to offerings of the Company's
securities of certain data from our report dated February 12, 1996, entitled
"Appraisal Report as of December 31, 1995 on Certain Properties in Colombia
owned by Triton Colombia Incorporated" under the caption "Properties -
Reserves" in Item 2 of the Form 10-K and (ii) the specific references to our
firm under such caption in the Form 10-K and under the caption "Experts" in
such Registration Statements, if applicable.
Very truly yours,
DeGOLYER and MacNAUGHTON
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Peter Rugg and Robert B. Holland, III, or any of them, to execute in the name
of each such person who is then an officer or director of Triton Energy
Limited or Triton Energy Corporation (each a "Registrant") and to file (i) a
Registration Statement on Form S-3 relating to debt and equity securities of
Triton Energy Corporation and Triton Energy Limited, including debt
securities, guarantees, Preference Shares, Class A Ordinary Shares, Ordinary
Shares, and Warrants to Purchase preference shares, debt securities, and any
amendments thereto (and any additional Registration Statement related thereto
permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all
further amendments including post-effective amendments thereto)) and (ii) any
amendments to the Registration Statements on Form S-8 (Nos. 2-80978, 33-4042,
33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3 (Nos. 33-11920,
33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319, 33-45847,
33-69230, 33-55347, 33-46292, 33-59567) in each case necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such Registration Statements, which
amendments may make such changes in such Registration Statements as such
attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/Thomas G. Finck Chairman of the Board, Chief
Thomas G. Finck Executive Officer, Director March 26, 1996
(Principal Executive Officer)
/s/Peter Rugg Senior Vice President and
Peter Rugg Chief Financial Officer March 26, 1996
(Principal Financial and
Accounting Officer)
/s/Herbert L. Brewer March 26, 1996
Herbert L. Brewer Director
/s/Ernest E. Cook March 26, 1996
Ernest E. Cook Director
/s/Shelcon R. Erikson March 26, 1996
Sheldon R. Erikson Director
/s/Ray H. Eubank March 26, 1996
Ray H. Eubank Director
/s/Jesse E. Hendricks March 26, 1996
Jesse E. Hendricks Director
/s/Fitzgerald S. Hudson March 26, 1996
Fitzgerald S. Hudson Director
/s/John R. Huff March 26, 1996
John R. Huff Director
/s/John P. Lewis March 26, 1996
John P. Lewis Director
/s/Michael E. McMahon March 26, 1996
Michael E. McMahon Director
/s/Wellslake D. Morse Jr. March 26, 1996
Wellslake D. Morse, Jr. Director
/s/Edwin D. Williamson March 26, 1996
Edwin D. Williamson Director
March 26, 1996
/s/J. Otis Winters
J. Otis Winters Director
</TABLE>
