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. 3
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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Triton Energy Limited (the "Company") and The Chase Manhattan Bank, as
Rights Agent, have executed Amendment No. 3 to the Rights Agreement (the "Rights
Agreement"), dated as of March 25, 1996, to reflect that Oppenheimer Group, Inc.
has reduced its ownership level in the Company and accordingly will no longer be
allowed to increase its ownership level to 15% or more without being deemed an
Acquiring Person for purposes of the Rights Agreement.
Item 2. Exhibits
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1. Amendment No. 3, dated as of January 5, 1999, 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: January 31, 1999 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. 3, dated as of January 5, 1999, 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.
EXHIBIT 1
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 3, dated as of January 5, 1999, 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 and restated to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as such term is
hereinafter defined) of a number of Ordinary Shares (as such term is hereinafter
defined) equal to 15% or more of the number of Ordinary Shares (as such term is
hereinafter defined) then outstanding, but shall not include an Exempt Person
(as such term is hereinafter defined); provided, however, that if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" has become such inadvertently (including,
without limitation, because (i) such Person was unaware that it beneficially
owned a number of Ordinary Shares that would otherwise cause such Person to be a
"Acquiring Person" or (ii) such Person was aware of the extent of its Beneficial
Ownership of Ordinary Shares but had no actual knowledge of the consequences of
such Beneficial Ownership under this Rights Agreement) and without any intention
of changing or influencing control of the Company, and such Person, as promptly
as practicable after being advised of such determination, divests himself or
itself of Beneficial Ownership of a sufficient number of Ordinary Shares so that
such Person would no longer be an Acquiring Person, then such Person shall not
be deemed to be or to have become an "Acquiring Person" for any purposes of this
Agreement.
Notwithstanding the foregoing, (i) if a Person would be deemed an Acquiring
Person upon the adoption of this Agreement, such Person will not be deemed an
Acquiring Person for any purposes of this Agreement unless and until such Person
acquires Beneficial Ownership of any additional Ordinary Shares after the
adoption of this Agreement unless upon the consummation of the acquisition of
such additional Ordinary Shares such Person does not beneficially own a number
of Ordinary Shares equal to 15% or more of the number of Ordinary Shares then
outstanding and (ii) no Person shall become an "Acquiring Person" as the result
of an acquisition of Ordinary Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of Ordinary
Shares beneficially owned by such Person to 15% or more of the number of
Ordinary Shares then outstanding, provided, however, that if a Person shall
become the Beneficial Owner of a number of Ordinary Shares equal to 15% or more
of the number of Ordinary Shares then outstanding by reason of such share
acquisitions by the Company and thereafter become the Beneficial Owner of any
additional Ordinary Shares, then such Person shall be deemed to be an "Acquiring
Person" unless upon the consummation of the acquisition of such additional
Ordinary Shares such Person does not beneficially own a number of Ordinary
Shares equal to 15% or more of the number of Ordinary Shares then outstanding.
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). The phrase "then
outstanding", when used with reference to a Person's Beneficial Ownership of
securities of the Company, shall mean the number of such securities then issued
and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to beneficially own
hereunder.
2. Effectiveness. This Amendment shall be deemed effective as of the
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date and year first above written. 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 as of the date and year set forth above.
ATTEST: TRITON ENERGY LIMITED
___________________________ By: ____________________________
Name: Name: Robert B. Holland, III
Title: Title: Chief Operating Officer and
General Counsel
ATTEST: THE CHASE MANHATTAN BANK
___________________________ By: ____________________________
Name: Name:
Title: Title:
