SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
TRITON ENERGY LIMITED
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(Exact name of registrant as specified in its charter)
Cayman Islands None
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(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
Caledonian House, Mary Street
P.O.Box 1043
George Town
Grand Cayman, Cayman Islands NA
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preference Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities to be Registered
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On August 31, 1998, Triton Energy Limited (the "Company") entered into a
Stock Purchase Agreement (the "Purchase Agreement") with HM4 Triton, L.P., a
Cayman Islands exempted limited partnership (the "Purchaser"), an affiliate of
Hicks, Muse, Tate and Furst Incorporated. Pursuant to the Purchase Agreement, on
September 30, 1998, the Company issued to the Purchaser 1,822,500 shares of 8%
Convertible Preference Shares. Pursuant to the Purchase Agreement, effective as
of August 30, 1998, the Company executed Amendment No. 2 to the Rights Agreement
(the "Rights Agreement"), dated as of March 25, 1996, between the Company and
The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Rights
Agent, in order to provide that the Purchaser, together with its Affiliates and
Associates (as defined in the Rights Agreement and collectively referred to as
"HM4 Triton") will not be deemed an Acquiring Person for purposes of the Rights
Agreement; provided that such provision shall cease to apply to HM4 Triton at
such time that HM4 Triton ceases to own a number of Ordinary Shares and/or 8%
Convertible Preference Shares (assuming conversion of such shares into Ordinary
Shares), representing at least (a) 50% or more of the number of Ordinary Shares
into which the aggregate number of 8% Convertible Preference Shares acquired by
HM4 Triton pursuant to the terms of the Purchase Agreement would be convertible
as of the time of such determination or (b) 10% or more of the number of
outstanding Ordinary Shares (assuming conversion or exchange of all outstanding
securities of the Company convertible into or exchangeable for Ordinary Shares).
Item 2. Exhibits
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1. Amendment No. 2, dated as of August 30, 1998, to Rights Agreement,
dated as of March 25, 1996, between the Company and The Chase Manhattan Bank (as
successor by merger to Chemical Bank), as Rights Agent.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRITON ENERGY LIMITED
Date: October 2, 1998 By: /s/ Robert B. Holland, III
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Robert B. Holland, III
Chief Operating Officer
<PAGE>
Exhibit Index
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1. Amendment No. 2, dated as of August 30, 1998, to Rights Agreement, dated
as of March 25, 1996, between the Company and The Chase Manhattan Bank (as
successor by merger to Chemical Bank), as Rights Agent.
<PAGE>
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2, dated as of August 30, 1998, between Triton
Energy Limited, a company organized under the laws of the Cayman Islands (the
"Company"), and The Chase Manhattan Bank (as successor by merger to Chemical
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Bank), a national banking association (the "Rights Agent").
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RECITALS
A. The Company and the Rights Agent are parties to a Rights Agreement
dated as of March 25, 1996, as amended (the "Rights Agreement").
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B. Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent desire to amend the Rights Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended is follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
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amended by adding as the penultimate sentence to Section 1(a) the following:
Notwithstanding the foregoing, HM4 Triton, L.P., a Cayman Islands exempted
limited partnership, together with its Affiliates and Associates (collectively
"HM4 Triton"), shall not be deemed an Acquiring Person for any purposes of this
Agreement, provided that this sentence shall cease to apply to HM4 Triton at
such time after the First Closing Date (as defined in that certain Stock
Purchase Agreement dated as of August 31, 1998, by and between HM4 Triton, L.P.,
and the Company (the "Stock Purchase Agreement")) that HM4 Triton ceases to own
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a number of Ordinary Shares and/or 8% Convertible Preference Shares, par value
$.01 per share ("8% Preference Shares") (assuming conversion of such shares into
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Ordinary Shares), representing at least (a) 50% or more of the number of
Ordinary Shares into which the aggregate number of 8% Preference Shares acquired
by HM4 Triton pursuant to the terms of the Stock Purchase Agreement (including
8% Preference Shares purchased pursuant to Rights and at the Second Closing, as
such terms are defined therein) would be convertible as of the time of such
determination or (b) 10% of more of the number of outstanding Ordinary Shares
(assuming conversion or exchange of all outstanding securities of the Company
convertible into or exchangeable for Ordinary Shares).
2. Effectiveness. This Amendment shall be deemed effective as of August
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30, 1998 as if executed by both parties on such date, provided that this
Amendment shall be deemed void and of no force or effect if the Stock Purchase
Agreement is terminated prior to the First Closing (as defined in the Stock
Purchase Agreement). Except as amended hereby, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
3. Miscellaneous. This Amendment shall be deemed to be a contract made
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under the laws of the Cayman Islands and for all purposes shall be governed by
and construed in accordance with the laws of such Country applicable to
contracts to be made and performed entirely within such Country. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected or
impaired or invalidated.
EXECUTED to be effective as of August 30, 1998.
ATTEST: TRITON ENERGY LIMITED
___________________________ By: ____________________________
Name: Name: Robert B. Holland, III
Title: Title:Interim Chief Executive Officer
and General Counsel
ATTEST: THE CHASE MANHATTAN BANK
___________________________ By: ____________________________
Name: Name:
Title: Title:
