<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 Section 240.14a-11(c) or Section
240.14a-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 12, 1998
------------------------
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 12, 1998, at the Royal Oaks Country Club,
7915 Greenville Avenue, Dallas, Texas 75231 for the following purposes:
(1) To elect six directors to serve until the expiration of the terms of
their respective classes of directors, 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
27, 1998, 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 2, 1998
<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 12, 1998
------------------------
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 12, 1998 (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 2, 1998.
The purpose of the Annual Meeting is to consider and act upon (i) the
election of six directors to serve until the expiration of the terms of their
respective classes of directors, 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. A 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 six 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 the 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 27, 1998 is the record date (the "Record
Date") for determining the shareholders entitled to vote at the Annual Meeting,
at which time there were outstanding 36,566,719 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 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
<PAGE>
obtained. Approval of the proposal to elect the six 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 17, 1998, 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 four other most highly
compensated executive officers for the year ended December 31, 1997, 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
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ----------------------------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Oppenheimer Capital(2)................................................................... 5,928,020 16.2%
Barrow, Hanley, Mewhinney & Strauss, Inc.(3)............................................. 4,051,930 11.1
Travelers Group, Inc.(4)................................................................. 1,848,085 5.1
Ernest E. Cook........................................................................... 110,899 *
Sheldon R. Erikson....................................................................... 58,000 *
Thomas G. Finck.......................................................................... 663,950 1.8
Jesse E. Hendricks....................................................................... 104,435 *
Fitzgerald S. Hudson..................................................................... 213,330(5) *
John R. Huff............................................................................. 62,000 *
Thomas P. Kellogg, Jr.................................................................... 26,500 *
John P. Lewis............................................................................ 104,090 *
Michael E. McMahon....................................................................... 75,000 *
James C. Musselman....................................................................... 37,300(6) *
Lamar Norsworthy......................................................................... 35,000 *
Edwin D. Williamson...................................................................... 61,000 *
Nick G. De'Ath........................................................................... 246,841 *
Robert B. Holland, III................................................................... 360,341 *
Peter Rugg............................................................................... 334,692 *
Al E. Turner............................................................................. 103,585 *
All directors, nominees for director and executive officers as a group (16 persons,
including those individuals named above)............................................... 2,596,962 6.7
</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 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, from March 27, 1998: Messrs.
Cook, Hendricks and Lewis,
2
<PAGE>
100,000 shares; Messrs. Erikson, Huff and Williamson, 55,000 shares; Mr.
Hudson, 85,000 shares; Mr. Finck, 646,875 shares; Mr. Kellogg, 25,000
shares; Mr. McMahon, 70,000 shares; Mr. De'Ath, 246,250 shares; Mr. Holland,
347,438 shares; Mr. Rugg, 320,625 shares; Mr. Turner, 101,750 shares; and
all directors and executive officers as a group, 2,307,937 shares. Includes
shares issuable upon exercise of options owned by trusts and family
partnerships established for the benefit of the family members of certain
directors and executive officers as to which such directors and executive
officers disclaim beneficial ownership. In addition, in the case of Messrs.
Musselman and Rugg, includes 24,000 shares and 5,000 shares, respectively,
that could be acquired upon the exercise of call options, and Mr. Musselman
has written an option that would require him to purchase 11,700 shares at
the option of the holder of the option.
(2) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 27, 1998. The address of Oppenheimer Capital 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 12, 1998. The address of Barrow, Hanley, Mewhinney & Strauss,
Inc. is One McKinney Plaza, 3232 McKinney Avenue, 15th Floor, Dallas, Texas
75204.
(4) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 11, 1998. The address of Travelers Group, Inc. is 388
Greenwhich Street, New York, New York 10013.
(5) Includes 75,740 shares held by partnerships in which Mr. Hudson owns a 1%
interest and for which Mr. Hudson serves as general partner.
(6) Does not include 100,000 owned by Holly Corporation, a public company for
which Mr. Norsworthy serves as Chairman and Chief Executive Officer.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board has determined that the Board should be increased from ten to
twelve directors effective upon the election of directors at the Annual Meeting.
The Board has further determined that the four incumbent directors whose terms
would expire at the Annual Meeting should continue to serve and that two new
directors, James C. Musselman and Lamar Norsworthy, should be added, in both
cases if elected by the shareholders. In order to meet the New York Stock
Exchange requirement that the three classes of directors be approximately equal
in number, the Board decided to expand each of the classes with terms expiring
at the annual meetings in 1999 and 2000 by one director, and has nominated
Messrs. Musselman and Norsworthy and incumbent directors Fitzgerald S. Hudson
and John R. Huff to serve in the class with the remaining term of three years,
and incumbent directors John P. Lewis and Sheldon R. Erikson to serve in the
classes with one and two year remaining terms, respectively.
INFORMATION CONCERNING DIRECTORS
Information concerning the six nominees proposed by the Board of Directors
for election as directors along with information concerning the present
directors, whose terms of office will continue after the Annual Meeting, is set
forth below.
3
<PAGE>
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 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
POSITION(S) WITH THE DIRECTOR
NAME AGE COMPANY SINCE
- -------------------------- --- -------------------------- -----------
<S> <C> <C> <C>
Fitzgerald S. Hudson 73 Director 1992
John R. Huff 52 Director 1995
James C. Musselman 50 -- NA
Lamar Norsworthy 51 -- NA
CLASS I
TERM EXPIRING 1999
John P. Lewis............. 61 Director 1987
CLASS II
TERM EXPIRING 2000
Sheldon R. Erikson 56 Director 1995
DIRECTORS CONTINUING IN OFFICE
CLASS I
PRESENT TERM EXPIRES 1999
<CAPTION>
POSITION(S) WITH THE DIRECTOR
NAME AGE COMPANY SINCE
- -------------------------- --- -------------------------- -----------
<S> <C> <C> <C>
Thomas G. Finck 51 Chairman of the Board and 1992
Chief Executive Officer
Jesse E. Hendricks 84 Director 1965
Michael E. McMahon 50 Director 1993
CLASS II
PRESENT TERM EXPIRES 2000
Ernest E. Cook 72 Director 1978
Thomas P. Kellogg, Jr. 61 Director 1997
Edwin D. Williamson 58 Director 1994
</TABLE>
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.
4
<PAGE>
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 August 1986. Mr. Huff has served as
Chairman of Oceaneering International, Inc. since 1990. Mr. Huff is also a
director of BJ Services Company and Suncor Corp.
Mr. Musselman has served as Chairman, President and Chief Executive Officer
of Avia Energy Development, LLC, a private company engaged in gas fractioning
and drilling, since September 1994. From June 1991 to September 1994, Mr.
Musselman was the President and Chief Executive Officer of Lone Star Jockey
Club, LLC, a company formed to organize a horse racetrack facility in Texas.
Mr. Norsworthy has been Chairman of the Board and Chief Executive Officer of
Holly Corporation, an independent refiner of petroleum and petroleum
derivatives, since 1979 and also served as President of that corporation from
1988 to 1995.
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. 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. Erikson is also a director of Layne Christensen
Company.
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 has served as Managing Director of Chase Securities, Inc. since
July, 1997. Prior to joining Chase Securities, Inc., Mr. McMahon was a Managing
Director of Lehman Brothers since 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.
Mr. Cook has been an independent oil and gas consultant and independent oil
operator for more than the past five years. Mr. Cook is also 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 also 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 1997, the Company has engaged the services of Sullivan &
Cromwell.
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.
5
<PAGE>
MEETINGS OF DIRECTORS AND COMMITTEES
During the year ended December 31, 1997, the Board of Directors held eight
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, 1997.
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, Hendricks and
Kellogg currently are members of the Audit Committee. The Audit Committee held
four meetings during the year ended December 31, 1997.
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,
Kellogg and McMahon currently are members of the Compensation Committee. The
Compensation Committee held four meetings during the year ended December 31,
1997.
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, 1997. The Nominating Committee will consider nominees recommended
by shareholders. See "Shareholder Proposals."
6
<PAGE>
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, 1997, 1996 and 1995
to the Company's Chief Executive Officer and each of the Company's four other
most highly compensated executive officers who were executive officers during
1997, based on salary and bonus earned during the year.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
PAYOUTS
AWARDS ----------------------
ANNUAL COMPENSATION ----------- SECURITIES
RESTRICTED OPTIONS/ UNDERLYING
NAME AND FISCAL -------------------- OTHER ANNUAL STOCK SARS LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) AWARD(S)($) (#)(2) PAYOUTS(#) COMPENSATION($)
- ------------------------- ------ --------- -------- --------------- ----------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas G. Finck 1997 647,700 -- -- -- 125,000 -- 24,132(3)
Chairman of the 1996 635,000 158,750 -- -- 162,500 -- 22,771
Board and Chief 1995 590,000 590,000 -- -- 100,000 -- 20,686
Executive Officer
Nick G. De'Ath 1997 306,000 -- -- -- 75,000 -- 15,104(4)
Senior Vice President, 1996 302,083 45,000 -- -- 75,000 -- 14,134
Exploration 1995 276,042 210,000 -- -- 50,000 -- 13,396
Robert B. Holland, III 1997 382,500 -- -- -- 75,000 -- 14,419(5)
Senior Vice President, 1996 375,000 56,250 -- -- 99,750 -- 13,692
General Counsel and 1995 350,000 225,000 -- -- 60,000 -- 13,182
Secretary
Peter Rugg 1997 357,000 -- -- -- 75,000 -- 18,530(6)
Senior Vice President 1996 350,000 52,500 -- -- 92,500 -- 16,619
and Chief Financial 1995 325,000 250,000 -- -- 60,000 -- 16,012
Officer
Al E. Turner 1997 300,000 100,000 -- -- 75,000 -- 14,547(7)
Senior Vice President, 1996 277,083 41,250 -- -- 75,000 -- 13,620
Operations 1995 254,167 185,000 -- -- 40,000 -- 12,930
</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 1997 were granted
in January 1998 for performance during 1997. 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 $15,132 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 $6,104 in respect of life insurance premiums for Mr. De'Ath's
benefit.
(5) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $5,419 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 $9,530 in respect of life insurance premiums for Mr. Rugg's
benefit.
(7) Consists of $9,000 in Company contributions to the Company's 401(k) savings
plan and $5,547 in respect of life insurance premiums for Mr. Turner's
benefit.
7
<PAGE>
OPTION GRANTS WITH RESPECT TO 1997
The following table provides information regarding options granted to the
named executive officers in January 1998 relating to performance during the year
ended December 31, 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
------------------------------------------------------------------
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS/ SARS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE -------------------------------
GRANTED (#)(2) FISCAL YEAR(3) ($/SH)(4) EXPIRATION DATE 0% 5%($) 10%($)
--------------- ----------------- ------------- --------------- --- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas G. Finck............. 125,000 24.3 25.81 Jan. 12, 2000 -- 330,691 677,513
Nick G. De'Ath.............. 75,000 14.6 25.81 Jan. 12, 2000 -- 198,414 406,508
Robert B. Holland, III...... 75,000 14.6 25.81 Jan. 12, 2000 -- 198,414 406,508
Peter Rugg.................. 75,000 14.6 25.81 Jan. 12, 2000 -- 198,414 406,508
Al E. Turner................ 75,000 14.6 25.81 Jan. 12, 2000 -- 198,414 406,508
</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 two-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.
(2) Reflects options to acquire Ordinary Shares. Options become exercisable with
respect to 100% of the shares covered thereby on the six-month anniversary
of the date of grant and expire on the second 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
employees in 1997 (other than to executive officers as reported in the proxy
statement for the 1997 annual meeting) plus all options granted in January
1998 to executive officers relating to 1997 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.
OPTION EXERCISES DURING 1997 AND OPTION VALUES
The following table provides information related to options exercised by the
named executive officers during the year ended December 31, 1997 and the number
and value of options held at year end, as well as the options granted in January
1998 relating to 1997 performance.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)(1)
SHARES ACQUIRED VALUE -------------------------- --------------------------
ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Finck................. -- -- 481,250 381,250 $ -- $ 422,188
Nick G. De'Ath.................. -- -- 145,000 200,000 -- 253,313
Robert B. Holland, III.......... -- -- 227,500 232,250 -- 253,313
Peter Rugg...................... -- -- 202,500 225,000 -- 253,313
Al E. Turner.................... -- -- 40,000 190,000 2,813 254,250
</TABLE>
- ------------------------
(1) Value at fiscal year end is calculated based on the difference between the
option or SAR exercise price (including the January 1998 options) and the
closing market price of the Ordinary Shares at December 31, 1997 multiplied
by the number of shares to which the option relates. On December 31, 1997,
the closing price as reported by the New York Stock Exchange Composite Tape
was $29.19.
8
<PAGE>
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 $ 110,420 $ 111,414 $ 112,408 $ 113,402 $ 114,396
350,000 160,420 161,414 162,408 163,402 164,396
450,000 210,420 211,414 212,408 213,402 214,396
500,000 235,420 236,414 237,408 238,402 239,396
550,000 260,420 261,414 262,408 263,402 264,396
600,000 285,420 286,414 287,408 288,402 289,396
650,000 310,420 311,414 312,408 313,402 314,396
700,000 335,420 336,414 337,408 338,402 339,396
750,000 360,420 361,414 362,408 363,402 364,396
800,000 385,420 386,414 387,408 388,402 389,396
</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 20 years.
The Company has purchased life insurance to fund a portion of its obligations
under the SERP.
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 (age 60) 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 offset for Social
Security does not apply to any benefit payable before a participant attains the
age of 62. 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
9
<PAGE>
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, 1997, 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, $647,700; Nick G. De'Ath, $306,000; Robert B. Holland,
III, $382,500; Peter Rugg, $357,000; and Al E. Turner, $300,000. The years of
credited service under the Retirement Plan and the SERP for each of those
individuals was as follows: Thomas G. Finck, 5; Nick G. De'Ath, 4; Robert B.
Holland, III, 5; Peter Rugg, 4; and Al E. Turner, 4.
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 incentives 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
- 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.
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 1997. 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 determined in early 1997 the relative
weight to be given achievement during 1997 of various operating criteria and the
1997 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 1997 bonuses and 1998 base salary increases for the
Chief Executive Officer and the four Senior Vice Presidents who directly report
to the Chief Executive Officer. The principal measure of 1997 performance for
each member of management (except Mr. Turner, whose performance was measured
equally by stock price performance and various operating criteria) was the
Company's stock price performance. Primarily as a result of the disappointing
performance of the Company's stock relative to its peer group, the Committee
awarded no bonuses or salary increases to management, except to Mr. Turner who
received a bonus of $100,000 and a salary increase of $50,000 based on the
Committee's assessment of the Company's operating performance and new duties Mr.
Turner took on during 1997.
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
10
<PAGE>
performance of the shares of the peer group during the same period. The
Committee decided that it was appropriate to provide management with incentives
to enhance the value of the Company's stock in the nearer term. Taking into
account the desire to increase the share price in the near term, the Committee
decided to grant options in amounts approximately equal to the average option
grants during the last three years, but with terms of two years rather than ten
years as had been the case with options granted previously. Because of the
two-year term, these options are valued (for Black-Scholes purposes) at
approximately 40% of the value of similar ten-year options. 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 1997 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 annually (except for
1998), 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 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 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 did not increase Mr. Finck's salary for 1998 nor did it pay
him a 1997 bonus. The Committee granted him options in early 1998, based on its
evaluation of appropriate incentives as described in the first paragraph 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
1997:
John R. Huff, Chairman
Sheldon R. Erikson
Thomas P. Kellogg, Jr.
Michael E. McMahon
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<PAGE>
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, 1997 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 peer group selected by the Company
consists of Anadarko Petroleum Corporation, Apache Corp., Enron Oil and Gas
Corporation, Burlington Resources, Inc. ("Burlington"), Mesa, Inc. through the
date of its merger with Pioneer Natural Resources Company ("Pioneer") and then
Pioneer thereafter, Oryx Energy Company, Santa Fe Energy Resources Inc., Seagull
Energy Corporation and Union Texas Petroleum Holdings Inc. The chart also
presents, through December 31, 1996, the performance of the peer group selected
by the Company in connection with its 1997 Annual Meeting Proxy Statement, which
has been changed due to the acquisition in 1997 of Louisiana Land & Exploration
by Burlington and the merger in 1997 of Mesa, Inc. with Parker & Parsley
Petroleum Company to form Pioneer. The comparison assumes $100 was invested on
December 31, 1992 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.
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31, 1992
<TABLE>
<CAPTION>
DEC-92 DEC-93 DEC-94 DEC-95 DEC-96 DEC-97
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Triton Energy Ltd. $100 $ 89 $101 $170 $144 $ 87
S&P 500-Registered Trademark- $100 $110 $112 $153 $169 $252
Custom Composite Index (9 Stocks) $100 $123 $112 $134 $167
New Peer Composite Index (9 Stocks) $100 $118 $104 $124 $155 $146
</TABLE>
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
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<PAGE>
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.
DIRECTORS' COMPENSATION
STOCK AND CASH REMUNERATION. During the year ended December 31, 1997 each
non-employee director was entitled to receive an annual cash stipend of $25,000,
plus $1,000 (or $2,000 in the case of the committee chairmen) for each board or
committee meeting attended. Pursuant to the Company's 1997 Share Compensation
Plan, each director elected to receive 1,000 shares in lieu of the annual cash
stipend, which shares are restricted as to transfer for twelve months from their
date of issuance. Members of the Board of Directors are also reimbursed for
travel expenses to meetings of the Board of Directors and its committees.
In May 1997, pursuant to the Company's 1997 Share Compensation Plan, each
non-employee director received an automatic grant of nonqualified stock options
to purchase 15,000 Ordinary Shares. The options become exercisable 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 was equal to the closing price of the Ordinary
Shares on the date of grant. Each of Messrs. Cook, Erikson, Hendricks, Hudson,
Huff, Kellogg, Lewis, McMahon and Williamson received options to purchase 15,000
Ordinary Shares at an exercise price of $40.25.
In January 1998, the Board eliminated the directors' annual cash stipend and
instituted a plan whereby each director may elect to receive either (i) 1,000
Ordinary Shares (which shares would be restricted as to transfer for twelve
months) and nonqualified stock options to purchase 10,000 Ordinary Shares or
(ii) nonqualified stock options to purchase 15,000 Ordinary Shares. The stock
options issuable pursuant to this election would have an exercise price equal to
the closing price of the Ordinary Shares on the date of grant, would be fully
exercisable upon issuance and would have a ten-year term. In accordance with the
plan, in January 1998, each of Messrs. Cook, Erikson, Hendricks, Hudson, Huff,
Kellogg, Lewis, McMahon and Williamson elected to receive nonqualified stock
options to purchase 15,000 Ordinary Shares, which had an exercise price of
$26 5/8. Pursuant to the terms of the 1997 Share Compensation Plan, in
connection with their initial election to the Board (if so elected), on May 12,
1998, Messrs. Musselman and Norsworthy will be entitled to make the same
election to receive either (i) 1,000 Ordinary Shares and nonqualified stock
options to purchase 10,000 Ordinary Shares or (ii) nonqualified stock options to
purchase 15,000 Ordinary Shares.
In connection with their retirement from the Board in 1997, the Board
extended the expiration date of the stock options held by each of Messrs.
Wellslake Morse and Ray Eubank from one year to three years following their date
of their retirement.
13
<PAGE>
RETIREMENT PLAN FOR DIRECTORS. The Company maintains 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 at least
five complete years or, if a director has served less than five complete years,
(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.
The annual benefit under the Retirement Plan is $25,000, payable quarterly
and commencing 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.
STOCK APPRECIATION RIGHTS PLAN. Effective November 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
nine 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 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 three 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, 1997, none of the Company's
current directors exercised SARs.
14
<PAGE>
CONVERTIBLE DEBENTURE PLAN
Under the Company's Amended and Restated Convertible Debenture Plan, in 1994
and 1995 executive officers of the Company 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 17, 1998, 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 1997. 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 $ 2,715,000
Secretary
Peter Rugg..................... Senior Vice President and Chief Financial $ 2,715,000
Officer
A. E. Turner, III.............. Senior Vice President, Operations $ 985,500
</TABLE>
INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as independent
auditors to examine the Company's accounts for the year ending December 31,
1998. 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, 1997, or written representations from
certain reporting persons, the Company believes that 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 Michael McMahon filed one Form 4 late relating to one transaction.
SHAREHOLDER PROPOSALS
Any shareholder who desires to present proposals to the Company's 1999
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 3, 1998. 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,
15
<PAGE>
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, 1997,
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, 1997, 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 12, 1998. 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.
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
16
<PAGE>
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 2, 1998
17
<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 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 12, 1998, 10:00
a.m., local time, upon such business as may properly come before the meeting
or any adjournment including the following 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 the reverse side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK
YOUR VOTES AS X
IN THIS EXAMPLE -----
1. Election as Directors of the nominees listed below (except as indicated
to the contrary below).
Nominees: Fitzgerald S. Hudson, John R. Huff, James C. Musselman, Lamar
Norsworthy, John P. Lewis and Sheldon R. Erikson
FOR WITHHELD
--- --- --- -----------------------------------------
For all nominees except as noted above
2. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
Please date, sign exactly as shown hereon and mail
promptly this proxy in the enclosed envelope. When
there is more than one owner, each should sign. When
signing as an attorney, 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 as an
authorized person.
Date:
-----------------------------
----------------------------------
(Signature)
Date:
-----------------------------
----------------------------------
(Signature)
THIS PROXY MAY BE REVOKED PRIOR TO THE EXERCISE OF THE POWERS CONFERRED BY
THE PROXY.
