<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
TRITON ENERGY LIMITED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
TRITON ENERGY LIMITED
CALEDONIAN HOUSE, MARY STREET
P. O. BOX 1043
GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1997
To the Shareholders of
TRITON ENERGY LIMITED
Notice is hereby given that the Annual Meeting of Shareholders of Triton
Energy Limited (the "Company"), a Cayman Islands company, will be held at 10:00
a.m., Dallas time, on Tuesday, May 6, 1997, at the Royal Oaks Country Club, 7915
Greenville Avenue, Dallas, Texas 75231 for the following purposes:
(1) To elect three directors to serve until the third annual meeting of
shareholders to occur after the May 6, 1997 meeting, or until their
respective successors shall have been duly elected and qualified; and
(2) To consider and act upon such other matters as may properly come
before the meeting.
Only holders of record of Ordinary Shares at the close of business on March
28, 1997, are entitled to receive notice of and to vote at the meeting, or any
adjournment or adjournments thereof. The meeting may be adjourned from time to
time without notice other than announcement at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN
PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE
YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR AT DIFFERENT ADDRESSES, EACH
SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES
WILL BE VOTED. THE PROXY CARD SHOULD BE SIGNED BY ALL REGISTERED HOLDERS EXACTLY
AS THE SHARES ARE REGISTERED.
This notice, the Annual Report to Shareholders, the Proxy Statement and the
proxy card that are enclosed herewith are sent to you by order of the Board of
Directors of the Company.
By Order of the Board of Directors
Robert B. Holland, III
SECRETARY
April 4, 1997
<PAGE>
TRITON ENERGY LIMITED
CALEDONIAN HOUSE, MARY STREET
P. O. BOX 1043
GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1997
------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the holders of Ordinary Shares, par
value $.01 per share ("Ordinary Shares"), of Triton Energy Limited (the
"Company"), a Cayman Islands company, in connection with the solicitation, by
order of the Board of Directors on behalf of the management of the Company, of
proxies to be voted at the annual meeting of shareholders of the Company to be
held on May 6, 1997 (the "Annual Meeting"), and at any and all adjournments
thereof, at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting. The approximate date on which this Proxy
Statement, the Notice of Annual Meeting and the accompanying proxy card were
first sent or given to shareholders was April 4, 1997.
The purpose of the Annual Meeting is to consider and act upon (i) the
election of three directors to serve until the third annual meeting of
shareholders to occur after the Annual Meeting, or until their successors have
been duly elected and qualified and (ii) such other matters as may properly come
before the Annual Meeting or any adjournment thereof.
Proxies in the accompanying form that are properly executed, returned to the
Company and not revoked will be voted at the Annual Meeting. Any shareholder has
the right to revoke his proxy at any time before it is voted. Proxies may be
revoked by duly executing a later dated proxy relating to the shares being voted
or by attending the Annual Meeting and voting by ballot in person (attending the
Annual Meeting without executing a ballot will not constitute revocation of a
proxy). Unless the shareholder specifies otherwise, all shares represented by
valid proxies will be voted (i) FOR the election of the three individuals who
have been nominated by the Board of Directors to serve as directors of the
Company and (ii) at the discretion of the proxy holders with regard to any other
matters that may properly come before the Annual Meeting. Where a shareholder
has appropriately specified how a proxy is to be voted, it will be voted
accordingly.
Management of the Company knows of no matters other than as described in the
accompanying Notice of Annual Meeting that are likely to be brought before the
Annual Meeting. However, if any other matters, not now known, properly come
before such meeting, the persons named in the enclosed proxy will vote the proxy
in accordance with their best judgment on such matters.
VOTING AND PRINCIPAL SHAREHOLDERS
The close of business on March 28, 1997 is the record date (the "Record
Date") for determining the shareholders entitled to vote at the Annual Meeting,
at which time there were outstanding 36,394,553 Ordinary Shares. Each Ordinary
Share is entitled to one vote on any matter to come before the Annual Meeting.
The presence at the Annual Meeting, in person or by proxy, of the holders of
at least a majority of the Ordinary Shares entitled to vote as of the Record
Date is necessary to constitute a quorum. Each Ordinary
<PAGE>
Share represented at the Annual Meeting in person or by proxy will be counted
toward a quorum. If a quorum should not be present, the Annual Meeting may be
adjourned from time to time until a quorum is obtained. Approval of the proposal
to elect the three nominees to serve as directors requires the affirmative vote
of the holders of a plurality of the Ordinary Shares represented at the Annual
Meeting and entitled to vote thereon. Votes may be cast in favor or withheld.
Votes that are withheld will be excluded entirely from the vote and will have no
effect. The holders of Ordinary Shares have no appraisal or similar rights with
respect to any matter scheduled to be voted on at the Annual Meeting.
The following table sets forth information as of March 28, 1997, except as
noted below, regarding the beneficial ownership of capital shares of the Company
by each person known to the Company to own 5% or more of the outstanding
Ordinary Shares, each director of the Company and each nominee for director, the
Company's Chief Executive Officer, each of the Company's five other most highly
compensated executive officers for the year ended December 31, 1996 and the
directors and executive officers of the Company as a group. The persons named in
the table have sole voting and investment power with respect to all capital
shares owned by them, unless otherwise noted.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- --------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
Oppenheimer Group, Inc.(2)........................................... 6,812,553 18.7%
Janus Capital Corporation(3)......................................... 2,898,075 8.0
Dietche & Field Advisers, Inc.(4).................................... 2,033,070 5.6
Ernest E. Cook....................................................... 74,699 *
Sheldon R. Erikson................................................... 21,000 *
Ray H. Eubank........................................................ 83,481 *
Thomas G. Finck...................................................... 538,865 1.5
Jesse E. Hendricks................................................... 68,135 *
Fitzgerald S. Hudson................................................. 184,330(5) *
John R. Huff......................................................... 22,000 *
Thomas P. Kellogg, Jr................................................ 1,500 *
John P. Lewis........................................................ 68,590 *
Michael E. McMahon................................................... 39,000 *
Wellslake D. Morse, Jr............................................... 68,733 *
Edwin D. Williamson.................................................. 24,400 *
Nick G. De'Ath....................................................... 183,981 *
Robert B. Holland, III............................................... 283,936 *
Peter Rugg........................................................... 248,878 *
John P. Tatum........................................................ 336,312 *
Al E. Turner......................................................... 64,007 *
All directors and executive officers as a group (17 persons,
including those individuals named above)........................... 2,311,847 6.0
</TABLE>
- ------------------------
* less than 1%
(1) Includes shares held for the account of the executive officers pursuant to
the Company's 401(k) savings plan, shares held by or for the benefit of
wives and minor children of directors and executive
2
<PAGE>
officers and entities in which directors or executive officers hold a
controlling interest, and includes the number of shares indicated as follows
that are subject to forfeiture, or are issuable upon exercise of stock
options that are exercisable or exercisable within 60 days and/or debentures
that are convertible or convertible within 60 days: Messrs. Cook, Eubank,
Hendricks, Lewis and Morse, 66,000 shares; Messrs. Erikson, Huff and
Williamson, 21,000 shares; Mr. Hudson, 51,000 shares; Mr. Finck, 525,000
shares; Mr. Kellogg, 1,000 shares; Mr. McMahon, 36,000 shares; Mr. De'Ath,
183,750 shares; Mr. Holland, 270,000 shares; Mr. Rugg, 245,000 shares; Mr.
Tatum, 316,000 shares; Mr. Turner, 62,988 shares; and all directors and
executive officers as a group, 2,081,738 shares. Includes shares issuable
upon exercise of options owned by trusts and family partnerships established
by certain executive officers for the benefit of their family members as to
which such executive officers disclaim beneficial ownership.
(2) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated January 13, 1997. The address of Oppenheimer Group, Inc. is
Oppenheimer Tower, World Financial Center, New York, New York 10281.
(3) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 10, 1997 by Janus Capital Corporation, Thomas H. Bailey and
Janus Fund on a joint basis. Mr. Bailey may be deemed to be a reporting
person by virtue of his status as Chairman, President and a significant
stockholder of Janus Capital Corporation. The address of Janus Capital
Corporation, Thomas H. Bailey and Janus Fund is 100 Fillmore Street, Denver,
Colorado 80206.
(4) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated January 7, 1997. The address of Dietche & Field Advisers, Inc. is 437
Madison Avenue, New York, New York 10022.
(5) Includes 74,264 shares held by partnerships in which Mr. Hudson owns a 1%
interest and for which Mr. Hudson serves as general partner.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's Articles of Association provide for a board of directors
divided into three classes, with the term of office of each class being for
three years. At the Annual Meeting it is proposed that the nominees listed below
be elected as members of the Board of Directors with terms expiring in 2000.
Each such director shall be elected to serve in such capacity until the third
annual meeting of shareholders to occur after the Annual Meeting or until his
respective successor is duly elected and qualified.
INFORMATION CONCERNING DIRECTORS
Information concerning the three nominees proposed by the Board of Directors
for election as directors with terms expiring in 2000 along with information
concerning the present directors, whose terms of office will continue after the
Annual Meeting, is set forth below.
In the event that any of the below-named nominees for director becomes
unable or unwilling to accept nomination or election, the person or persons
voting the proxy will vote for the election in his stead of such
3
<PAGE>
person as the management may recommend. Unless otherwise instructed on the
proxy, the proxy holders will vote the proxies received by them FOR the election
of the nominees shown below:
<TABLE>
<CAPTION>
NOMINEES
CLASS II
TERM EXPIRING 2000
PRINCIPAL POSITION(S) DIRECTOR
NAME AGE WITH THE COMPANY SINCE
- -------------------------- --- -------------------------- -----------
Ernest E. Cook 71 Director 1978
<S> <C> <C> <C>
Thomas P. Kellogg, Jr. 61 Director 1997
Edwin D. Williamson 57 Director 1994
DIRECTORS CONTINUING IN OFFICE
CLASS III
PRESENT TERM EXPIRES 1998
Sheldon R. Erikson 55 Director 1995
Fitzgerald S. Hudson 72 Director 1992
John R. Huff 51 Director 1995
John P. Lewis 60 Director 1987
CLASS I
PRESENT TERM EXPIRES 1999
Thomas G. Finck 50 Chairman of the Board and 1992
Chief Executive Officer
Jesse E. Hendricks 83 Director 1965
Michael E. McMahon 49 Director 1993
</TABLE>
Mr. Cook has been an independent oil and gas consultant and independent oil
operator for more than the past five years. Mr. Cook is a director of
Input/Output, Inc.
Mr. Kellogg has been a consultant providing services to the petroleum
industry for more than the past five years. Mr. Kellogg is a director of
Toreador Royalty Corporation and Reef Chemical Company.
Mr. Williamson has been a partner in the law firm of Sullivan & Cromwell
since January 1, 1971, except from September 1990 to January 1993 when he served
as the legal adviser of the United States Department of State. From time to time
during the year ended 1996, the Company has engaged the services of Sullivan &
Cromwell.
Mr. Erikson has served as Chairman, President and Chief Executive Officer of
Cooper Cameron Corporation, a petroleum and industrial equipment company, since
January 1995 and has served as a director of such corporation since March 1995.
Mr. Erikson was the Chairman of the Board from 1988 and President and Chief
Executive Officer from 1987 to 1995 of The Western Company of North America, an
oil and gas service company.
Mr. Hudson's principal occupation since 1991 has been his position as
general partner of Hudson Group Partners, a family investment partnership. From
1990 to 1991 Mr. Hudson was Chairman of the construction division of Willis
Corroon, an insurance brokerage firm.
Mr. Huff has served as President and Chief Executive Officer of Oceaneering
International, Inc., a company providing engineering and intervention services
primarily for underwater operations, since
4
<PAGE>
August 1986. Mr. Huff has served as Chairman of Oceaneering International, Inc.
since 1990. Mr. Huff is also a director of BJ Services and Honegate Hospitality.
Mr. Lewis has been Managing Partner of Lewis Partners, a private investment
company engaged in mergers and acquisitions, primarily involving manufacturing
and distribution companies, for more than the past five years.
Mr. Finck became a director, President and Chief Operating Officer of the
Company in August 1992. Effective January 1993, Mr. Finck became Chief Executive
Officer and effective May 1995 he assumed the additional position of Chairman of
the Board. From July 1991 to August 1992, Mr. Finck served as President and
Chief Executive Officer of American Energy Group, an independent oil and natural
gas exploration and production company. From May 1984 until June 1991, Mr. Finck
served as President and Chief Executive Officer of Ensign Oil & Gas Inc., a
private domestic oil and gas exploration company.
Mr. Hendricks has been managing his personal investments for more than the
past five years.
Mr. McMahon became a Managing Director of Lehman Brothers in October 1994.
Prior to joining Lehman Brothers, Mr. McMahon had been a partner in Aeneas
Group, Inc., a subsidiary of Harvard Management Company, Inc., since January
1993. Harvard Management Company, Inc. is a private investment company
responsible for managing the endowment fund of Harvard University. Mr. McMahon
was primarily responsible for the fund's energy and commodities investments.
From 1989 through 1992 Mr. McMahon was a Managing Director of Salomon Brothers,
Inc., responsible for investment banking activities with energy and chemical
companies worldwide. Mr. McMahon is a director of TPC Corporation.
As far as is known to the Company, no family relationships exist between the
directors and the nominees for director of the Company, or between the directors
or nominees for director and the officers of the Company.
MEETINGS OF DIRECTORS AND COMMITTEES
During the year ended December 31, 1996, the Board of Directors held six
meetings. Each current director attended no less than 75% of these meetings and
of the meetings of the committees of the Board of Directors on which he served.
The Board of Directors has an Executive Committee, which has the authority,
subject to restrictions imposed by Cayman Islands law and the Company's Articles
of Association, to act for the Board of Directors. Messrs. Finck (Chairman),
Erikson, Hendricks, Hudson, and Lewis currently are members of the Executive
Committee. The Executive Committee did not meet during the year ended December
31, 1996.
The Board of Directors has an Audit Committee, whose functions include the
selection of the independent auditors, along with the review in conjunction with
the independent auditors of the plans and scope of the audit engagement. The
committee also reviews with the independent auditors the results of their
examination, approves the fee charged by the independent auditors and reviews
the Company's internal controls. Messrs. Lewis (Chairman), Cook, Eubank,
Hendricks and Morse currently are members of the Audit Committee. The Audit
Committee held four meetings during the year ended December 31, 1996.
The Board of Directors has a Compensation Committee, which reviews and
recommends the compensation to be paid to employees and reviews, interprets and
helps administer the various existing stock option, restricted stock and
convertible debenture plans of the Company. Messrs. Huff (Chairman), Erikson,
McMahon and Morse currently are members of the Compensation Committee. The
Compensation Committee held four meetings during the year ended December 31,
1996.
5
<PAGE>
The Board of Directors has a Nominating Committee, which is authorized by
the Board of Directors to recommend nominees for election to the Board of
Directors and nominees to fill additional directorships that may be created and
to fill vacancies that may exist on the Board of Directors. Messrs. Hudson
(Chairman), Huff, McMahon and Williamson currently are members of the Nominating
Committee. The Nominating Committee held one meeting during the year ended
December 31, 1996. The Nominating Committee will consider nominees recommended
by shareholders. See "Shareholder Proposals."
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during or with respect to the years ended December 31, 1996, 1995 and 1994
to the Company's Chief Executive Officer and each of the Company's five other
most highly compensated executive officers who were executive officers during
1996, based on salary and bonus earned during the year.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
PAYOUTS
ANNUAL COMPENSATION AWARDS -----------
----------------- OPTIONS/
NAME AND PRINCIPAL ------------------------ OTHER ANNUAL RESTRICTED STOCK SARS
POSITION FISCAL YEAR SALARY($) BONUS($) COMPENSATION(1) AWARD(S)($) (#)(2)
- ---------------------- ----------- ----------- ----------- --------------------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Finck 1996 635,000 158,750 -- -- 162,500
Chairman of the 1995 590,000 590,000 -- -- 100,000
Board and Chief 1994 566,667 300,000 -- -- 75,000
Executive Officer
Nick G. De'Ath 1996 302,083 45,000 -- -- 75,000
Senior Vice 1995 276,042 210,000 -- -- 50,000
President, 1994 212,500 150,000 -- -- 50,000
Exploration
Robert B. Holland, III 1996 375,000 56,250 -- -- 99,750
Senior Vice 1995 350,000 225,000 -- -- 60,000
President, General 1994 329,167 150,000 -- -- 50,000
Counsel and
Secretary
Peter Rugg 1996 350,000 52,500 -- -- 92,500
Senior Vice 1995 325,000 250,000 -- -- 60,000
President and Chief 1994 304,167 150,000 -- -- 50,000
Financial Officer
John P. Tatum (7) 1996 400,000 -- -- -- --
Executive Vice 1995 375,000 -- -- -- --
President, 1994 354,167 50,000 -- -- 100,000
Operations
Al E. Turner 1996 277,083 41,250 -- -- 75,000
Senior Vice 1995 254,167 185,000 -- -- 40,000
President, 1994(10) 205,000 50,000 -- -- 100,000
Operations
<CAPTION>
NAME AND PRINCIPAL ALL OTHER
POSITION LTIP PAYOUTS(#) COMPENSATION($)
- ---------------------- --------------- -----------------
<S> <C> <C>
Thomas G. Finck -- 22,771(3)
Chairman of the -- 20,686
Board and Chief -- 18,561
Executive Officer
Nick G. De'Ath -- 14,134(4)
Senior Vice -- 13,396
President, -- 12,253
Exploration
Robert B. Holland, III -- 13,692(5)
Senior Vice -- 13,182
President, General -- 16,476
Counsel and
Secretary
Peter Rugg -- 16,619(6)
Senior Vice -- 16,012
President and Chief -- 15,878
Financial Officer
John P. Tatum (7) -- 32,630(8)
Executive Vice -- 29,297
President, -- 16,183
Operations
Al E. Turner -- 13,620(9)
Senior Vice -- 12,930
President, -- 12,060
Operations
</TABLE>
- ------------------------------
(1) Excludes perquisites and other personal benefits if the aggregate amount of
such compensation is less than the lesser of $50,000 or 10% of the total
annual salary and bonus reported for the named executive officer.
(2) Options to acquire Ordinary Shares. Options reported for 1996 were granted
in March 1997 for performance during 1996. Does not include convertible
debentures purchased by the named executive officers under the 1986
Convertible Debenture Plan. See "Convertible Debenture Plan."
(3) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $13,771 in respect of life insurance premiums for Mr. Finck's
benefit.
(4) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $5,134 in respect of life insurance premiums for Mr. De'Ath's
benefit.
6
<PAGE>
(5) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $4,692 in respect of life insurance premiums for Mr. Holland's
benefit.
(6) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $7,619 in respect of life insurance premiums for Mr. Rugg's
benefit.
(7) Mr. Tatum ceased to serve as an executive officer of the Company in December
1996. See "Employment Agreements."
(8) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $23,630 in respect of life insurance premiums for Mr. Tatum's
benefit.
(9) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $4,620 in respect of life insurance premiums for Mr. Turner's
benefit.
(10) Mr. Turner joined the Company in March 1994.
OPTION GRANTS WITH RESPECT TO 1996
The following table provides information regarding options granted to the
named executive officers in March 1997 relating to performance during the year
ended December 31, 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE($/ ----------------------
GRANTED(#)(2) FISCAL YEAR(3) SH)(4) EXPIRATION DATE 0% 5%($)
--------------- ----------------- ------------- --------------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Finck................. 162,500 14.0 39.25 March 18, 2007 -- 4,011,169
Nick G. De'Ath.................. 75,000 6.5 39.25 March 18, 2007 -- 1,851,309
Robert B. Holland, III.......... 99,750 8.6 39.25 March 18, 2007 -- 2,462,240
Peter Rugg...................... 92,500 8.0 39.25 March 18, 2007 -- 2,283,281
John P. Tatum................... -- -- -- -- -- --
Al E. Turner.................... 75,000 6.5 39.25 March 18, 2007 -- 1,851,309
<CAPTION>
10%($)
---------
<S> <C>
Thomas G. Finck................. 10,165,089
Nick G. De'Ath.................. 4,691,579
Robert B. Holland, III.......... 6,239,801
Peter Rugg...................... 5,786,281
John P. Tatum................... --
Al E. Turner.................... 4,691,579
</TABLE>
- ------------------------------
(1) The potential realizable value portion of the table illustrates value that
might be realized upon exercise of the options immediately prior to the
expiration of their ten-year term, assuming the specified compounded rates
of appreciation on the Company's Ordinary Shares from the date of grant to
the expiration date. These numbers do not take into account provisions of
certain options providing for termination of the option following
termination of employment or vesting over periods of up to four years.
(2) Reflects options to acquire Ordinary Shares. Options become exercisable with
respect to 25% of the shares covered thereby on each anniversary of the date
of grant. In the event of a change of control of the Company, however, any
unexercisable portion of the options will become immediately exercisable.
(3) Options are calculated as a percentage of the sum of all options granted to
directors and employees in 1996 (other than to executive officers as
reported in the proxy statement for the 1996 annual meeting) plus all
options granted in March 1997 to executive officers relating to 1996
performance.
(4) The exercise price is equal to the closing price of the Ordinary Shares as
of the date of grant as reported on the New York Stock Exchange Composite
Tape. The exercise price may be paid in Ordinary Shares owned by the
executive officer, in cash, or in any other form of valid consideration or a
combination of any of the foregoing, as determined by the Compensation
Committee in its discretion.
7
<PAGE>
OPTION EXERCISES DURING 1996 AND OPTION VALUES
The following table provides information related to options exercised by the
named executive officers during the year ended December 31, 1996 and the number
and value of options held at year end, as well as the options granted in March
1997 relating to 1996 performance.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS AT
SHARES OPTIONS/SARS AT FY-END(#) FY-END($)(1)
ACQUIRED ON VALUE -------------------------- --------------------------
EXERCISE(#) REALIZED($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Finck................. -- -- 400,000 337,500 $5,993,750 $ 2,684,375
Nick G. De'Ath.................. -- -- 96,250 173,750 1,422,813 1,422,188
Robert B. Holland, III.......... -- -- 156,250 228,500 2,500,000 2,010,188
Peter Rugg...................... -- -- 137,500 215,000 1,848,438 1,725,938
John P. Tatum................... 18,543 $ 829,140 266,000 -- 3,266,500 --
Al E. Turner.................... -- -- 20,000 135,000 347,500 1,041,250
</TABLE>
- ------------------------------
(1) Value at fiscal year end is calculated based on the difference between the
option or SAR exercise price (including the March 1997 options) and the
closing market price of the Ordinary Shares at December 31, 1996 multiplied
by the number of shares to which the option relates. On December 31, 1996,
the closing price as reported by the New York Stock Exchange Composite Tape
was $48.50.
(2) In accordance with SEC regulations, value realized is calculated based on
the difference between the option exercise price and the closing market
price of the Ordinary Shares on the date of exercise, multiplied by the
number of shares to which the exercise relates.
PENSION PLAN TABLE
The following table lists estimated annual benefits payable upon retirement
under the Company's Retirement Income Plan ("Retirement Plan"), including
amounts attributable to the Company's Supplemental Executive Retirement Plan
("SERP"), to participants with varying average earnings levels and years of
service.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
----------------------------------------------------------
REMUNERATION 10 15 20 25 30
- ------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 111,511 $ 112,503 $ 113,495 $ 114,487 $ 115,479
350,000 161,511 162,503 163,495 164,487 165,479
450,000 211,511 212,503 213,495 214,487 215,479
500,000 236,511 237,503 238,495 239,487 240,479
550,000 261,511 262,503 263,495 264,487 265,479
600,000 286,511 287,503 288,495 289,487 290,479
650,000 311,511 312,503 313,495 314,487 315,479
700,000 336,511 337,503 338,495 339,487 340,479
750,000 361,511 362,503 363,495 364,487 365,479
800,000 386,511 387,503 388,495 389,487 390,479
</TABLE>
Payments made under the Retirement Plan and SERP are based on years of
service and annual earnings. Salary and wages are included in the calculation of
average earnings, but bonuses, overtime, severance pay and fringe benefits are
excluded. The SERP generally provides that a participant may elect to receive
benefits under the SERP in equal monthly installments over a period of 15 years.
The Company has purchased life insurance to fund the Company's obligations to
participants.
8
<PAGE>
Under the Retirement Plan, the benefit which a participant is entitled to
receive at his normal retirement date (age 65) is equal to .8% of his average
monthly compensation multiplied by his years of service, not to exceed 30 years
plus .65% of his excess average monthly compensation multiplied by his years of
service, not to exceed 30 years. The Retirement Plan also provides an optional
early retirement benefit under which a participant may qualify for a reduced
pension after the attainment of age 55 and the completion of five years of
service. Such benefit is further reduced if distribution commences prior to the
participant's normal retirement date.
The SERP provides supplemental retirement benefits to selected employees.
The benefit levels under the SERP upon normal or early retirement are based on
the participant's final average compensation at retirement reduced by the
participant's accrued benefit under the Retirement Plan and further reduced by
the participant's primary Social Security benefits. The normal retirement
benefit is 50% of average compensation less 100% of anticipated social security
less the Retirement Plan benefit (converted to the joint and 50% contingent
option if the participant is married) multiplied by the accrual percentage. The
accrual percentage is 10% for each completed year up to 100%. A participant's
right to receive a benefit is forfeited in the event a participant's employment
is terminated for cause. A participant accrues his retirement benefit over a
ten-year period. In the event of a change in control, the participant will
become fully accrued in the SERP benefit, the benefit will be distributed as a
lump sum, and the participant will receive an additional payment as a "gross-up"
to cover tax liabilities such that the net lump sum benefit is retained by the
participant. A change of control is considered to have occurred based on the
following: (i) the consummation of a merger or consolidation of the Company,
where the Company is not the surviving corporation, or the sale or other
transfer of all or substantially all of the Company's assets, (ii) the
shareholders of the Company approve a plan of liquidation of the Company, (iii)
any person or group becomes, without the prior approval of the Board of
Directors, a beneficial owner (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing 25%
or more of the Company's then outstanding securities having the right to vote in
the election of directors, or (iv) during any period of two consecutive years,
individuals who, at the beginning of such period constituted the entire Board,
cease for any reason (other than death) to constitute a majority of the
directors of the Company, unless the nomination for election of each new
director was approved by a vote of at least two-thirds of the directors then
still in office.
For the year ended December 31, 1996, the remuneration included in the
computation of annual earnings under the Retirement Plan and the SERP for each
of the executive officers named in the Summary Compensation Table was as
follows: Thomas G. Finck, $635,000; Nick G. De'Ath, $302,083; Robert B. Holland,
III, $375,000; Peter Rugg, $350,000; John P. Tatum, $400,000; and Al E. Turner,
$277,083. The years of credited service under the Retirement Plan and the SERP
for each of those individuals were as follows: Thomas G. Finck, 4; Nick G.
De'Ath, 3; Robert B. Holland, III, 4; Peter Rugg, 3; John P. Tatum, 16; and Al
E. Turner, 3.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
GENERAL. The Compensation Committee of the Board of Directors of the
Company is composed of non-employee directors. The Compensation Committee, as
part of its review and consideration of executive compensation, takes into
account, among other things, the following goals:
- Provision of incentive and rewards that will attract and retain highly
qualified and productive people;
- Motivation of employees to high levels of performance;
- Differentiation of individual pay based on performance;
- Ensuring external competitiveness and internal equity; and
9
<PAGE>
- Alignment of Company, employee and shareholder interests.
The principal components of executive compensation are base pay,
discretionary bonus, and long-term incentives in the form of stock options (and
until their availability was exhausted in 1995, the purchase of convertible
debentures). Executive compensation also includes various benefit and retirement
programs. Each element has a somewhat different purpose and all of the
determinations of the Compensation Committee regarding the appropriate form and
level of executive compensation, including the compensation of the Chief
Executive Officer, historically have been negotiated with newly retained
executives and thereafter reviewed and adjusted based on the Compensation
Committee's ongoing assessment and understanding of the oil and gas business and
the Company's relative position in that business, and the Company and the
Company's executive officers.
MANAGEMENT COMPENSATION FOR 1996. After year end 1995, the Committee
determined that a more objective and systematic method for determining senior
executive compensation was appropriate for future periods. As a result, at the
1996 annual meeting the shareholders approved performance goals that were
recommended by the Board. The Committee implemented the performance goal method
by determining in early 1996 the relative weight to be given achievement during
1996 of various operating criteria and the 1996 stock market performance of the
Company's Ordinary Shares compared to the average performance of the shares of
companies in the selected peer group for purposes of determining any 1996
bonuses and 1997 base salary increases for the Chief Executive Officer and the
four Senior Vice Presidents who directly report to the Chief Executive Officer.
Although the Committee considered management's 1996 performance to have been
"outstanding" as measured by achievement of the operating criteria, greater
weight was given to the relatively disappointing 1996 performance of the share
price of the Company's Ordinary Shares in determining, after its year end
review, 1996 bonuses and 1997 base salary adjustments. As a result of the
relative weight given 1996 operating and stock price performance, the 1996 bonus
for the Chief Executive Officer was 25% of his base salary and his direct
reports' were 15% of base salary, which, in the aggregate, was approximately 75%
less than the bonuses paid to those individuals for 1995.
In determining stock option grants to senior management, the Committee
considered the stock market performance of the Company's Ordinary Shares over
the past three years relative to the average performance of the shares of the
peer group during the same period, and on that basis considered senior
management's performance to have justified grants equal to 150% of the average
annual stock option grant to each individual during the same period. The
Committee continues to believe that an emphasis on equity compensation is in the
best interests of shareholders because it more closely aligns management and
shareholder interests and maximizes the availability of cash for significant
capital expenditures.
CHIEF EXECUTIVE OFFICER'S 1996 COMPENSATION. The Compensation Committee
determines the compensation of Thomas G. Finck, the Company's Chief Executive
Officer and President, and is responsible for making all decisions with regard
to his compensation. During 1992, Mr. Finck joined the Company as President and
Chief Operating Officer. Mr. Finck's initial base compensation, the opportunity
for an incentive bonus in the discretion of the Compensation Committee and a
stock option grant of 250,000 shares, was a package that resulted from
negotiations with Mr. Finck, and was designed to induce Mr. Finck to join the
Company and to align a significant portion of his potential compensation to
shareholder interests. The Company also guaranteed $1.3 million in indebtedness
incurred by Mr. Finck to finance the construction of his primary residence,
which guarantee was released in 1996.
Since 1992, Mr. Finck's salary has been increased, and he has been awarded
bonuses and stock options and permitted to purchase convertible debentures, from
time to time as his responsibilities have expanded and the Committee determined
that his performance warranted. In considering external competitiveness as part
of its determining Mr. Finck's compensation, the Compensation Committee has
reviewed, among other things, executive compensation of other companies,
including those listed under "Stock Performance Chart", taking into account
perceived differences in the circumstances between the Company and those
companies. Recommendations were examined in light of this information, but
because of perceived
10
<PAGE>
differences between the circumstances of these and other companies and those of
the Company, the Committee has not engaged in a company-by-company comparison of
each element of compensation or corporate performance and there has been no
special attempt to set compensation in any particular relationship to such
information. The Committee increased Mr. Finck's salary and paid him a reduced
bonus and awarded him stock options in early 1997 based on its evaluation of his
performance as described above and its application of the performance goals
approved by shareholders in 1996.
COMPENSATION COMMITTEE MEMBERS. This report is submitted by the members of
the Compensation Committee of the Board of Directors who served as such during
1996:
John R. Huff, Chairman
Sheldon R. Erikson
Michael E. McMahon
Wellslake D. Morse, Jr.
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's Ordinary Shares during the five years
ended December 31, 1996 with (i) the cumulative total return on the S&P 500
Index and (ii) a peer group of certain oil and gas exploration and development
companies selected by the Company. The comparison assumes $100 was invested on
December 31, 1991 in the Company's Ordinary Shares and in each of the foregoing
indices and assumes reinvestment of dividends.
The returns of each issuer in the foregoing group have been weighted
according to the respective issuer's stock market capitalization as of the
beginning of each period.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C> <C>
Based on reinvestment of $100 beginning December 31,
1991
Triton Energy Ltd. S&P 500-Registered Trademark-
Dec-91 $100 $100
Dec-92 101 108
Dec-93 90 118
Dec-94 102 120
Dec-95 172 165
Dec-96 145 203
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C>
Based on reinvestment of $100 beginning December 31,
1991
Custom Composite Index (9 Stocks)
Dec-91 $100
Dec-92 108
Dec-93 133
Dec-94 120
Dec-95 145
Dec-96 180
</TABLE>
The peer group selected by the Company consists of Anadarko Petroleum
Corporation, Apache Corp., Enron Oil and Gas Corporation, Louisiana Land &
Exploration, Mesa Inc., Oryx Energy Company, Santa Fe Energy Resources Inc.,
Seagull Energy Corporation and Union Texas Petroleum Holdings Inc.
11
<PAGE>
EMPLOYMENT AGREEMENTS
All executive officers of the Company have executed Employment Agreements
with the Company. Among other provisions, these agreements provide that, in
consideration for remaining in the employ of the Company, each such executive
officer is entitled, subject to certain conditions, to receive certain benefits
in the event of a change of control of the Company. If, following a change of
control, an officer of the Company is terminated for a reason other than (a) his
death, disability or retirement, (b) for cause, or (c) his voluntary termination
other than for good reason, such officer would be entitled to receive from the
Company a lump sum severance payment equal to the sum of the following amounts:
(i) the officer's full base salary through his date of termination at the rate
then in effect; (ii) an amount equal to three times the sum of (x) the highest
of the officer's annual base salary in any of the three preceding years, (y) the
highest of the aggregate bonuses received by the executive officer in any of the
preceding three years and (z) the highest of the contributions made by the
Company on the executive officer's behalf in respect of the Company's 401(k)
plans in any of the three preceding years; (iii) certain relocation and
indemnity payments, along with all legal fees and expenses incurred by the
officer as a result of the termination; and (iv) in the event the executive
officer is subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, as a result of the change of control, an
additional "gross-up" amount such that, after payment of such excise tax, and
any other taxes on such additional amount, the officer would be entitled to a
net amount equal to the amounts set forth in the agreement. In addition, in the
event of a change of control, the executive officer would have the right to
require the Company to purchase his options and convertible debentures at a
price equal to the number of shares underlying such options and convertible
debentures times the difference between the highest price paid in connection
with the change of control and the exercise price or conversion price of such
options and convertible debentures. Also, unless the executive officer is
terminated for cause, the Company must maintain in full force and effect for the
continued benefit of the executive officer for a two-year period after the date
of termination, all benefit plans and programs or arrangements (or similar plans
and programs or arrangements) in which the executive officer was entitled to
participate immediately prior to the date of termination.
Effective December 1996, the Company entered into an agreement with Mr.
Tatum whereby he resigned as an officer of the Company but agreed to continue to
provide services to the Company until April 1999. The agreement provides that
Mr. Tatum will be paid a salary of $200,000 per year through December 1998 and
$100,000 per year through April 1999. In addition, the agreement provides that
(a) Mr. Tatum's benefits under the SERP would continue until his normal
retirement age as though he continued to receive his salary in effect in 1996,
(b) Mr. Tatum will be entitled to receive the benefits upon a change of control
he would have received as though he continued to receive his salary in effect in
1996 and (c) Mr. Tatum's options and debentures would vest and remain
exercisable until April 2000. Mr. Tatum's benefits under the agreement are
subject to forfeiture if he breaches certain noncompetition covenants contained
in the agreement.
DIRECTORS' COMPENSATION
CASH REMUNERATION. During the year ended December 31, 1996 each director
who was not also an officer or employee of the Company was entitled to receive
$25,000 annually, plus $1,000 (or, $2,000 in the case of the committee chairmen)
for each board or committee meeting attended. In 1997, the Company adopted a
plan whereby directors can elect to receive Ordinary Shares in lieu of the
annual cash stipend. See "Stock Options Grants and Share Purchases" below.
Members of the Board of Directors are also reimbursed for travel expenses to
meetings of the Board of Directors and its committees.
RETIREMENT PLAN FOR DIRECTORS. The Company has adopted a Retirement Plan
for Directors to provide certain benefits to outside directors of the Company.
In order to be entitled to receive any benefits under the Retirement Plan for
Directors, a director must have served as an "outside director" for an aggregate
of not less than five complete years or, if a director has served less than an
aggregate of five complete years as
12
<PAGE>
an "outside director," (i) have had his service on the board as an "outside
director" terminated due to death or disability or (ii) have a change of control
of the Company occur while he was a director. An "outside director" is defined
in the retirement plan as a director who is not a full or part-time employee of
the Company or who, other than as a director, does not act, directly or
indirectly, for the Company under any consulting contract or agreement for the
provision of services which provides for compensation in excess of $60,000
during any fiscal year.
Benefits under the Retirement Plan for Directors are payable quarterly and
commence at the beginning of the Company's fiscal quarter next following the
later of the date on which a director (i) attains age 65 or (ii) retires from
the Board of Directors; provided that if a director retires from the board due
to his death or disability, the payments to such director or his estate will
commence at the beginning of the Company's fiscal quarter next following the
date of such director's death or retirement, as the case may be. The payment of
benefits continue for a period equal to the lesser of (i) the number of years
and parts thereof, rounded upwards to the nearest six months, during which such
director served as an outside director or (ii) ten years. The Company may elect
in its discretion to pay a retired director, with the consent of such director
or his estate, a lump sum. Under the Retirement Plan for Directors, the total
benefits payable to a director for each year that he receives benefits
thereunder are equal to the greater of (i) the annual cash stipend payable to
such director effective for the fiscal year of the Company in which he retires
or (ii) the annual cash stipend payable to such director for the Company's
fiscal year prior to the fiscal year in which he retires.
STOCK OPTION GRANTS AND SHARE PURCHASES. On May 15 of each year,
non-employee directors automatically receive grants of nonqualified stock
options to purchase 15,000 Ordinary Shares. The options vest at the rate of 33
1/3% per year and terminate on the tenth anniversary of the date of grant. The
exercise price of the options is equal to fair market value of the Ordinary
Shares on the date of grant. Each of Messrs. Cook, Erikson, Eubank, Hendricks,
Hudson, Huff, Lewis, McMahon, Morse and Williamson on May 15, 1996 received
options to purchase 15,000 Ordinary Shares at an exercise price of $50.50. In
addition, Mr. Kellogg was automatically granted an option to purchase 15,000
Ordinary Shares at an exercise price of $39.25, the market price of the Ordinary
Shares on the date of grant, in connection with his initial election to the
Board in March 1997.
The Company has instituted a plan whereby directors may elect to receive
1,000 Ordinary Shares in lieu of the annual cash stipend. The election must be
made at the beginning of the year and the shares are issued at that time,
provided that the shares may not be sold or otherwise transferred for a period
of twelve months (or such longer period as the Compensation Committee may
establish at the time of issuance) and provided that the shares will be
forfeited if the director is not serving as a director at the time the
restrictions lapse (unless the reason he has ceased to serve as a director is
due to his retirement or disability). In accordance with the plan, each of the
eligible outside directors elected to receive 1,000 Ordinary Shares in lieu of
the annual cash stipend that otherwise would be payable with respect to 1997.
STOCK APPRECIATION RIGHTS PLAN. Effective November 12, 1987, the Company
adopted the 1988 Stock Appreciation Rights Plan (the "SAR Plan"). Under the SAR
Plan, Stock Appreciation Rights ("SARs") equivalent in the aggregate of up to
200,000 Ordinary Shares, subject to adjustment as provided below, may be granted
from time to time to non-employee directors of the Company. Presently, there are
eleven directors eligible to participate in the SAR Plan. The Board of Directors
has no current intention to grant any additional SARs under the SAR Plan.
An SAR, upon exercise, will allow the holder thereof to receive in cash the
difference between the SAR's Price and the fair market value of the Ordinary
Shares covered by the SAR on the date of exercise. The "SAR's Price" is
established by the Board of Directors at the time the SARs are granted, at a
price not less than the fair market value (and in no event less than the par
value) of the Ordinary Shares covered by such SARs on the date of grant. Subject
to the conditions described below, SARs granted under the SAR Plan generally
become exercisable after one year following the date of grant with respect to
50% of the
13
<PAGE>
Ordinary Shares covered thereby. The remaining 50% increment becomes exercisable
two years from the date of grant. The form of SAR Agreement also provides that
in the event of a change of control all SARs shall automatically be accelerated
and exercisable in full.
The period during which an SAR may be exercised is specified in the Stock
Appreciation Rights Agreement (the "SAR Agreement") with respect to each SAR
granted. In any event, such period shall terminate at the earliest of (i) the
expiration of 10 years from the date on which such SARs were granted, (ii) the
expiration of 12 months from the date on which the holder terminates his or her
membership on the Board of Directors except by reason of death or disability, or
(iii) the expiration of 12 months after the holder's membership on the Board of
Directors is terminated by reason of such holder's death or disability. During
the year ended December 31, 1995, none of the Company's current directors
exercised SARs.
CONVERTIBLE DEBENTURE PLAN
Under the Company's Amended and Restated Convertible Debenture Plan,
executive officers of the Company have from time to time purchased from the
Company convertible debentures convertible into Ordinary Shares at a conversion
price equal to the market value of the Ordinary Shares at the date of purchase.
The consideration for the convertible debentures given by each executive officer
was a personal promissory note payable to the Company in a principal amount
equal to the principal amount of the convertible debentures purchased. As a
result, as of March 28, 1997, the Company and the executive officers were each
indebted to the other in the amounts set forth below, which equal the greatest
amount of such indebtedness outstanding during 1996. The executive officers'
notes to the Company bear interest at the rate of prime (the interest rate
payable by the Company under the convertible debentures) plus 1/8% per annum.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME POSITION INDEBTEDNESS
- --------------------------- ----------------------------------------------------------- --------------
<S> <C> <C>
Thomas G. Finck............ Chairman of the Board and Chief Executive Officer $ 3,217,500
Nick G. De'Ath............. Senior Vice President, Exploration 2,463,750
Robert B. Holland, III..... Senior Vice President, General Counsel and Secretary 2,715,000
Peter Rugg................. Senior Vice President and Chief Financial Officer 2,715,000
John P. Tatum.............. Executive Vice President, Operations 1,256,250
A. E. Turner, III.......... Senior Vice President, Operations 985,500
</TABLE>
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as independent
accountants to examine the Company's accounts for the year ending December 31,
1997. Representatives of Price Waterhouse LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Such persons are required
by Securities and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it with
respect to the year ended December 31, 1996, or written representations from
certain reporting persons, the Company believes that
14
<PAGE>
all filing requirements applicable to its directors, officers and persons who
own more than 10% of a registered class of the Company's equity securities have
been complied with except that Wellslake Morse filed two Forms 4 late relating
to one transaction each and Ernest Cook filed one Form 4 late relating to one
transaction.
SHAREHOLDER PROPOSALS
Any shareholder who desires to present proposals to the Company's 1998
Annual Meeting of Shareholders and to have such proposals set forth in the proxy
statement mailed in conjunction with such Annual Meeting must submit such
proposals to the Company no later than December 5, 1997. Any shareholder may
submit any such proposal to Triton Energy, Attention: Robert B. Holland, III,
Esq., Senior Vice President, General Counsel and Secretary, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206. All shareholder proposals must
comply with Rule 14a-8 promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended. Pursuant to the
Company's Articles of Association, if a shareholder desires to nominate persons
for election as directors at an annual meeting, the shareholder must deliver to
the Secretary of the Company written notice of his intent to make such a
nomination no later than 90 days in advance of such annual meeting. The notice
must set forth (i) the name and address, as it appears on the books of the
Company, of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (ii) a representation that the shareholder is a
record holder of shares of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified; (iii) the number of Ordinary Shares beneficially owned by the
shareholder; (iv) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (v) such other information regarding each nominee
proposed by the shareholder as would be required to be included in a proxy
statement filed pursuant to the Securities Exchange Act of 1934; and (vi) the
consent of each nominee to serve as a director of the Company, if so elected.
OTHER MATTERS
The Annual Report to Shareholders for the period ended December 31, 1996,
which includes financial statements, is enclosed herewith. The Annual Report
does not form a part of this Proxy Statement or the materials for the
solicitation of proxies to be voted at the Annual Meeting.
A COPY OF THE ANNUAL REPORT ON FORM 10-K OF TRITON ENERGY LIMITED, AS
AMENDED, FOR THE PERIOD ENDED DECEMBER 31, 1996, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES BUT NOT INCLUDING EXHIBITS, WILL BE FURNISHED AT NO CHARGE TO EACH
PERSON TO WHOM A PROXY STATEMENT IS DELIVERED UPON RECEIPT OF A WRITTEN OR ORAL
REQUEST OF SUCH PERSON ADDRESSED TO TRITON ENERGY, ATTN: INVESTOR RELATIONS,
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75206 (TELEPHONE (214)
691-5200). THE COMPANY WILL ALSO FURNISH SUCH ANNUAL REPORT ON FORM 10-K TO ANY
"BENEFICIAL OWNER" OF SUCH SECURITIES AT NO CHARGE UPON RECEIPT OF A WRITTEN
REQUEST, ADDRESSED TO INVESTOR RELATIONS, AND CONTAINING A GOOD FAITH
REPRESENTATION THAT, AT THE RECORD DATE, SUCH PERSON WAS A BENEFICIAL OWNER OF
SECURITIES OF THE COMPANY ENTITLED TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1997. COPIES OF ANY EXHIBIT TO THE FORM 10-K WILL BE FURNISHED
UPON THE PAYMENT OF A $.15 PER PAGE FEE.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of preparing, printing and mailing the
proxy and the materials used in the solicitation thereof will be borne by the
Company.
15
<PAGE>
Georgeson & Co., Inc. has been retained by the Company to aid in the
solicitation of proxies, for a fee of $12,000 and the reimbursement of
out-of-pocket expenses. Proxies may also be solicited by personal interview,
telephone and telegram by directors, officers and employees of the Company who
will not receive additional compensation for such services. Arrangements also
may be made with brokerage houses and other custodians, nominees and fiduciaries
for the forwarding of solicitation materials to the beneficial owners of
Ordinary Shares held by such persons, and the Company will reimburse them for
reasonable expenses incurred by them in connection therewith.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE ADDRESSED TO THE COMPANY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD
WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
Robert B. Holland, III
SECRETARY
Dallas, Texas
April 4, 1997
16
<PAGE>
- --------------------------------------------------------------------------------
TRITON ENERGY LIMITED
PROXY -- ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Thomas G. Finck and Robert B. Holland, III,
each with power to act without the other and with full power of substitution,
as Proxies to represent and to vote, as designated on the reverse side, all
shares of Triton Energy Limited owned by the undersigned, at the Annual
Meeting of Shareholders to be held at the Royal Oaks Country Club, 7915
Greenville Avenue, Dallas, Texas 75231, on Tuesday, May 6, 1997, at 10:00 a.m.,
local time, upon such business as may properly come before the meeting or any
adjournment thereof including the following as set forth on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED (i) FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR
AND (ii) AT THE DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Please mark
your votes as /X/
indicated in
this example
1. Election as Directors of the nominees listed below (except as indicated
to the contrary below).
Nominees: Ernest E. Cook, Thomas P. Kellogg, Jr. and Edwin D. Williamson
FOR WITHHOLD ------------------------------------------- Please date, sign exactly as shown hereon and
/ / / / / / For all nominees except as noted above mail promptly this proxy in the enclosed
envelope. When there is more than one owner,
2. In their discretion on any other matter that may properly come before each should sign. When signing as an attorney,
the meeting or any adjournment thereof. administrator, executor, guardian or trustee,
please add your title as such. If executed by
a corporation, the proxy should be signed by
a duly authorized officer. If executed by a
partnership, please sign in the partnership name
by an authorized person.
------- Date:
| ------------------------------------------
|
| ------------------------------------------------
(Signature)
Date:
------------------------------------------
------------------------------------------------
(Signature)
THIS PROXY MAY BE REVOKED PRIOR TO THE EXERCISE OF THE POWERS CONFERRED BY THE PROXY.
- ---------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
