As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation)
None
(I.R.S. Employer Identification No.)
Caledonian House,
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
(345) 949-0050
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
-----------------------
Robert B. Holland, III, Esq.
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(214) 691-5200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
Copies to:
Vincent Pagano, Jr., Esq. Allan D. Reiss, Esq.
Simpson Thacher & Bartlett Andrews & Kurth L.L.P.
425 Lexington Avenue 805 Third Avenue
New York, New York 10017-3909 New York, New York 10022
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 of the 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 only 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./X/ File No. 333-11703.
<PAGE>
<PAGE>
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./_/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed
Title Of Shares Amount Aggregate Price Maximum Aggregate Amount Of
To Be Registered To Be Registered Per Unit Offering Price Registration Fee
Ordinary Shares, Preference
Shares<F1> . . . . . . . . $40,000,000 <F2> 100%<F3> $40,000,000 <F2><F3> $11,120
</TABLE>
[FN]
<F1> The Ordinary Shares registered hereby include Preference Share
Purchase Rights (the "Rights"). The Rights are associated with and
trade with the Ordinary Shares. The value, if any, attributable to
the Rights is reflected in the market price of the Ordinary Shares.
There are also being registered hereunder an indeterminate number
of Ordinary Shares as shall be issuable upon conversion or
redemption of Preference Shares registered hereby.
<F2> In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this Registration
Statement exceed $40,000,000. Any securities registered hereunder may
be sold separately or as units with other securities registered
hereunder.
<F3> Estimated solely for the purpose of calculating the registration
fee.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
The contents of the Registration Statement on Form S-3 (File No.
333-11703), as amended, filed by Triton Energy Limited ("Triton")
pursuant to the Securities Act of 1933, as amended, are hereby
incorporated by reference in this Registration Statement.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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
November 24, 1998.
TRITON ENERGY LIMITED
By:/s/ James C. Musselman
----------------------------------------------
President, Interim Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed on November 24, 1998 by the
following persons in the capacities indicated.
Signature Title
/s/ James C. Musselman President, Interim Chief
- ------------------------------------ Executive Officer and
(James C. Musselman) Director (Principal
Executive Officer)
Senior Vice President and
* Chief Financial Officer
- ------------------------------------ (Principal Financial and
(Peter Rugg) Accounting Officer)
* Director
- ------------------------------------
(Sheldon R. Erikson)
* Director
- ------------------------------------
(Jack D. Furst)
* Director
- ------------------------------------
(Thomas O. Hicks)
* Director
- ------------------------------------
(Fitzgerald S. Hudson)<PAGE>
<PAGE>
* Director
- ------------------------------------
(John R. Huff)
* Director
- ------------------------------------
(Michael E. McMahon)
* Director
- ------------------------------------
(Lamar Norsworthy)
* Director
- ------------------------------------
(C. Richard Vermillion)
* Director
- ------------------------------------
(J. Otis Winters)
*By: /s/ Robert B. Holland, III
--------------------------------
(Robert B. Holland, III)
as attorney in fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------ -----------------------
1.2* - Form of Underwriting Agreement (Debt Securities and
Warrants to Purchase Debt Securities).
1.3* - Form of Underwriting Agreement (Equity Securities and
Warrants to Purchase Equity Securities).
4.2* - Form of Debt Securities.
4.5* - Form of Senior Debt Indenture between Triton and The Chase
Manhattan Bank, as Trustee
4.6* - Form of Senior Subordinated Debt Indenture between Triton
and United States Trust Company of New York, as
Trustee.
4.7* - Form of Subordinated Debt Indenture between Triton and The
Chase Manhattan Bank, as Trustee.
4.8* - Form of Warrant Agreement for Preference Shares and
Ordinary Shares (including form of Warrant
Certificate).
4.10* - Form of Warrant Agreement for Debt Securities (including
form of Warrant Certificate).
5.1* - Opinion of Simpson Thacher & Bartlett.
5.2 - Opinion of W.S. Walker & Company.
12.1* - Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 to Triton's
Quarterly Report on Form 10-Q for the Quarter ended
June 30, 1998 (the "Form 10-Q")).
12.2* - Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Dividends (incorporated by reference to
Exhibit 12.2 to the Form 10-Q).
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2* - Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1).
23.3 - Consent of W.S. Walker & Company (included in Exhibit
5.2).
23.4 - Consent of DeGolyer and MacNaughton, independent petroleum
engineers.
24.1 - Powers of Attorney of Board of Directors of Triton.
25.2* - Statement of eligibility of The Chase Manhattan Bank as
Trustee under the Senior Debt Indenture.
<PAGE>
<PAGE>
25.3* - Statement of eligibility of The Chase Manhattan Bank as
Trustee under the Subordinated Debt Indenture.
25.5* - Statement of eligibility of United States Trust Company of
New York as Trustee under the Senior Subordinated Debt
Indenture.
*Previously filed.
<PAGE>
EXHIBIT 5.2
W.S. WALKER & COMPANY
Attorneys-at-Law
Caledonian House, P.O. Box 265
George Town, Grand Cayman
Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Internet: [email protected]
Our Ref: GWP/dw/T183-10663
October 14th, 1998
Triton Energy Limited
Caledonian House, Mary Street
P.O. Box 1043
George Town
Grand Cayman
CAYMAN ISLANDS
Dear Sirs:
This opinion is delivered in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), by Triton
Energy Limited, a Cayman Islands company ("Triton") (which Registration
Statement incorporates by reference the contents of the Registration
Statement on Form S-3 (File No. 333-11703), as amended, of Triton) and
which Registration Statement relates to (i) preference shares, par value
$0.01 per share, of Triton ("Preference Shares") and (ii) ordinary
shares, par value $0.01 per share, of Triton ("Ordinary Shares"), to be
issued and sold by Triton from time to time pursuant to Rule 415 under
the Act.
For the purposes of giving this opinion, we have examined the documents
(the "Documents") listed in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in
Schedule 2 hereto, which we have not independently verified.
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. Except as explicitly stated herein, we
express no opinion in relation to any representation or warranty
contained in the documents nor upon the commercial terms of the
transactions contemplated by the documents.
Based upon the foregoing examinations and assumptions and upon such
searches as we have conducted and having regard to legal considerations
which we deem relevant, we are of the opinion that under the law of the
Cayman Islands:
1. With respect to the Ordinary Shares, when (i) the Board of
Directors of Triton or a committee thereof properly empowered (such
<PAGE>
<PAGE>
Board of Directors or committee being hereinafter referred to as
the "Triton Board") has taken all necessary corporate action to
approve the issuance of and the terms of the offering of the
Ordinary Shares and related matters, and (ii) entries have been
made in the Register of Members of Triton and certificates
representing the Ordinary Shares have been duly executed,
countersigned, registered and delivered either (a) in accordance
with the applicable definitive purchase, underwriting or similar
agreement approved by the Triton Board upon payment of the
consideration therefor provided for therein, or (b) upon conversion
or exercise of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing
for such conversion or exercise as approved by the Triton Board,
for the consideration approved by the Triton Board, the Ordinary
Shares will be duly authorized, validly issued, fully paid and non-
assessable.
2. With respect to the Preference Shares, when (i) the Triton Board
has taken all necessary corporate action to approve the issuance
and terms of the Preference Shares, the terms of the offering
thereof and related matters, including the adoption of resolutions
establishing the terms of such Preference Shares, and (ii) entries
have been made in the Register of Members of Triton and
certificates representing the Preference Shares have been executed,
countersigned, registered and delivered either (a) in accordance
with the applicable definitive purchase, underwriting or similar
agreement approved by the Triton Board upon payment of the
consideration therefor provided for therein, or (b) upon conversion
or exercise of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing
for such conversion or exercise as approved by the Triton Board,
for the consideration approved by the Triton Board, the Preference
Shares will be duly authorized, validly issued, fully paid and non-
assessable.
This opinion is limited to the matters referred to herein and shall not
be construed as extending to any other matter or document not referred to
herein. This opinion is given solely for your benefit and the benefit of
your legal advisers acting in that capacity in relation to this
transaction and may not be relied upon by any other person without our
prior written consent. This opinion is governed by and shall be
construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and all references to our name in the Registration
Statement.
Yours faithfully,
/s/ W.S. Walker & Company
W.S. Walker & Company
<PAGE>
<PAGE>
Schedule 1
1. The Memorandum and Articles of Association of Triton;
2. The Registration Statement;
3. The Registration Statement on Form S-3 (File No. 333-11703), as
amended, of Triton;
4. Such other documents as we have considered necessary for the
purposes of rendering this opinion.
<PAGE>
<PAGE>
Schedule 2
Assumptions
The opinions hereinbefore given are based upon the following assumptions:
1. There are no provisions of the laws of any jurisdiction outside the
Cayman Islands which would be contravened by the execution or
delivery of the Documents and that, in so far as any obligation
expressed to be incurred under the Documents is to be performed in
or is otherwise subject to the laws of any jurisdiction outside the
Cayman Islands, its performance will not be illegal by virtue of
the laws of that jurisdiction.
2. All authorizations, approvals, consents, licenses and exemptions
required by and all filings and other requirements of each of the
parties to the Documents outside the Cayman Islands to ensure the
legality and validity of the Documents will be duly obtained, made
or fulfilled and will remain in full force and effect and that any
conditions to which they are subject will be satisfied.
3. None of the parties to any of the Documents will be
(a) a "person in Iraq" as that term is defined in The Iraq and Kuwait
(United Nations Sanctions) (Dependent Territories) Order 1990 or
an "Iraqi person" as defined in The Iraq (United Nations)
(Sequestration of Assets) (Dependent Territories) Order 1993 or a
person resident in the Republic of Iraq for the purposes of the
Caribbean Territories (Control of Gold, Securities, Payment and
Credits: Kuwait and Republic of Iraq) Order 1990; or
(b) a "person connected with Libya" as that term is defined in The
Libya (United Nations Sanctions) (Dependent Territories) Order
1992.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 5, 1998
appearing on page F-2 of Triton Energy Limited's Annual Report on Form
10-K for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in the Registration
Statement on Form S-3 (File No. 333-11703) incorporated by reference
in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, Texas
November 23, 1998
<PAGE>
EXHIBIT 23.4
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
September 30, 1998
Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Gentlemen:
DeGolyer and MacNaughton (the firm) hereby consents (i) to the
incorporation by reference in the Annual Report on Form 10-K of Triton
Energy Limited (Triton) for the year ended December 31, 1997, (the Annual
Report) and in the Registration Statement on Form S-3 (the Registration
Statement) of certain data from the firm's February 24, 1998, report
entitled "Appraisal Report, as of December 31, 1997, on Certain
Properties in Colombia owned by Triton Colombia Incorporated," under the
heading "Business and Properties--Reserves" and in note 24 of the Notes
to the Consolidated Financial Statements of the Annual Report under the
heading "Oil and Gas Reserve Data" and (ii) to the specific references to
the firm under the abovementioned headings and under the heading
"Experts" in the Registration Statement. However, the firm's estimates of
reserves of the Cusiana and Cupiagua fields have been combined with
estimates of reserves of other Colombian properties not prepared by the
firm, and we are necessarily unable to verify the accuracy of the
reserves estimate prepared by others.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert B.
Holland, III and Peter Rugg, or any of them, to execute in the name of
each such person who is then an officer or director of Triton Energy
Limited (the "Registrant") and to file a Registration Statement on Form
S-3 pursuant to Rule 462(b) relating to Preference Shares and Ordinary
Shares of the Registrant, and any amendments thereto, 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 Statement, which amendments may make
such changes in such Registration Statement 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.
Signature Title
--------- -----
/s/ James C. Musselman President, Interim Chief
- --------------------------------- Executive Officer and Director
(James C. Musselman) (Principal Executive Officer)
/s/ Peter Rugg Senior Vice President and Chief
- --------------------------------- Financial Officer (Principal
(Peter Rugg) Financial and Accounting
Officer)
/s/ Sheldon R. Erikson Director
- ---------------------------------
(Sheldon R. Erikson)
/s/ Jack D. Furst Director
- ---------------------------------
(Jack D. Furst)
/s/ Thomas O. Hicks Director
- ---------------------------------
(Thomas O. Hicks)
<PAGE>
<PAGE>
/s/ Fitzgerald S. Hudson Director
- ---------------------------------
(Fitzgerald S. Hudson)
/s/ John R. Huff Director
- ---------------------------------
(John R. Huff)
/s/ Michael E. McMahon Director
- ---------------------------------
(Michael E. McMahon)
/s/ Lamar Norsworthy Director
- ---------------------------------
(Lamar Norsworthy)
/s/ C. Richard Vermillion Director
- ---------------------------------
(C. Richard Vermillion)
/s/ J. Otis Winters Director
- ---------------------------------
(J. Otis Winters)
