<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TRITON ENERGY LIMITED
(Name of Issuer)
8% CONVERTIBLE PREFERENCE SHARES, $0.01 PAR VALUE
(Title of Class of Securities)
G90751143
(CUSIP Number)
LAWRENCE D. STUART, JR.
HM4 TRITON, L.P.
C/O HICKS, MUSE, TATE & FURST INCORPORATED
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
MICHAEL D. WORTLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7732
JANUARY 4, 1999
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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<PAGE> 2
SCHEDULE 13D
CUSIP NO. G90751143 PAGE 2 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
HM4 Triton, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,937,363*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,363*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,363*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Each 8% Convertible Preference Share referenced herein currently is
convertible into four Ordinary Shares, par value $0.01 per share, of
Triton Energy Limited, which Ordinary Shares may be deemed to be
beneficially owned by HM4 Triton, L.P. A statement on Schedule 13D
relating to Triton Energy Limited's Ordinary Shares previously was
filed by the Reporting Person with the Securities and Exchange
Commission on October 13, 1998.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. G90751143 PAGE 3 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
HM4/GP Partners Cayman, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,937,363*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,363*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,363*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Each 8% Convertible Preference Share referenced herein currently is
convertible into four Ordinary Shares, par value $0.01 per share, of
Triton Energy Limited, which Ordinary Shares may be deemed to be
beneficially owned by HM4/GP Partners Cayman, L.P. A statement on
Schedule 13D relating to Triton Energy Limited's Ordinary Shares
previously was filed by the Reporting Person with the Securities and
Exchange Commission on October 13, 1998.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. G90751143 PAGE 4 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
HM GP Partners IV Cayman, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,937,363*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,363*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,363*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Each 8% Convertible Preference Share referenced herein currently is
convertible into four Ordinary Shares, par value $0.01 per share, of
Triton Energy Limited, which Ordinary Shares may be deemed to be
beneficially owned by HM GP Partners IV Cayman, L.P. A statement on
Schedule 13D relating to Triton Energy Limited's Ordinary Shares
previously was filed by the Reporting Person with the Securities and
Exchange Commission on October 13, 1998.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. G90751143 PAGE 5 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
HM Fund IV Cayman, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,937,363*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,363*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,363*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO (Cayman Islands limited liability company)
- --------------------------------------------------------------------------------
* Each 8% Convertible Preference Share referenced herein currently is
convertible into four Ordinary Shares, par value $0.01 per share, of
Triton Energy Limited, which Ordinary Shares may be deemed to be
beneficially owned by HM Fund IV Cayman, LLC. A statement on Schedule
13D relating to Triton Energy Limited's Ordinary Shares previously was
filed by the Reporting Person with the Securities and Exchange
Commission on October 13, 1998.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. G90751143 PAGE 6 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Thomas O. Hicks
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,937,363*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,363*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,937,363*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Each 8% Convertible Preference Share referenced herein currently is
convertible into four Ordinary Shares, par value $0.01 per share, of
Triton Energy Limited, which Ordinary Shares may be deemed to be
beneficially owned by Thomas O. Hicks. A statement on Schedule 13D
relating to Triton Energy Limited's Ordinary Shares previously was
filed by the Reporting Person with the Securities and Exchange
Commission on October 13, 1998.
<PAGE> 7
Schedule 13D Page 7 of 12
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the 8% Convertible Preference Shares, par value $0.01 per share
("Preference Shares"), of Triton Energy Limited, a Cayman Islands company (the
"Company"). Each Preference Share currently is convertible at any time at the
option of the holder, prior to redemption by the Company, into four Ordinary
Shares, par value $0.01 per share, of the Company ("Ordinary Shares"), subject
to customary antidilution protections. The Preference Shares first become
redeemable by the Company, at its option in whole but not in part, on September
30, 2001, provided the Ordinary Shares have traded at certain specified levels
prior to redemption.
The address of the Company's principal executive offices is Caledonian
House, Mary Street, P. O. Box 1043, George Town, Grand Cayman, Cayman Islands.
ITEM 2. IDENTITY AND BACKGROUND
(a) through (f)
This Schedule 13D is being filed by HM4 Triton, L.P., a Cayman Islands
exempted limited partnership (the "Purchaser"); HM4/GP Partners Cayman, L.P., a
Cayman Islands exempted limited partnership ("HM4/GP"); HM GP Partners IV
Cayman, L.P., a Cayman Islands exempted limited partnership ("HM GP"); HM Fund
IV Cayman, LLC, a Cayman Islands company (the "General Partner"); and Thomas O.
Hicks, a United States citizen ("Hicks"; Purchaser, HM4/GP, HM GP, General
Partner, and Hicks sometimes collectively referred to herein as the "Reporting
Persons").
The Purchaser is a limited partnership whose principal business is
purchasing, acquiring, holding, voting, and selling or otherwise disposing of
shares and share equivalents of the Company (see Item 4). HM4/GP is the general
partner of the Purchaser; HM GP is the general partner of HM4/GP; General
Partner is the general partner of HM GP; and Hicks is the sole shareholder of
the General Partner. Hicks also is a controlling person, the Chairman of the
Board and Chief Executive Officer of Hicks, Muse, Tate & Furst Incorporated
("HMT&F"), a private investment firm specializing in acquisitions,
recapitalizations and other principal investing activities.
The principal business and office address of each Reporting Person is
200 Crescent Court, Suite 1600, Dallas, Texas 75201.
None of the Reporting Persons, during the last five years, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Purchaser utilized $127,575,000 of its working capital to purchase
1,822,500 Preference Shares on September 30, 1998, at $70.00 per share. In
addition, the Purchaser utilized $218,040,410 of its working capital to
purchase 3,114,863 additional Preference Shares on January 4, 1999, also at
$70.00 per share. This working capital was provided by capital contributions to
the Purchaser from HM4/GP and the limited partners of the Purchaser; HM4/GP
obtained the funds contributed to Purchaser by capital contributions from HM GP
and the limited partners of HM4/GP; HM GP obtained the funds contributed to
HM4/GP by capital contributions from General Partner and the limited partners
of HM GP; General Partner obtained the funds contributed to HM GP by capital
contributions from Hicks; and Hicks obtained the funds contributed to General
Partner from personal funds.
<PAGE> 8
Schedule 13D Page 8 of 12
ITEM 4. PURPOSE OF THE TRANSACTION
On August 31, 1998, the Company entered into a Stock Purchase
Agreement (the "Purchase Agreement") with the Purchaser. Pursuant to the
Purchase Agreement, on September 30, 1998, Purchaser acquired from the Company
1,822,500 Preference Shares (the "First Closing"), and, on January 4, 1999,
Purchaser acquired from the Company an additional 3,114,863 Preference Shares
(the "Second Closing"). The Purchase Agreement is filed as Exhibit 10.1 to
this Schedule 13D.
The purpose of the acquisition of the Preference Shares pursuant to
the Purchase Agreement was to implement the Purchaser's plan to obtain a
substantial interest in the Company for investment purposes.
(a) The 4,937,363 Preference Shares reported herein as beneficially
owned by the Reporting Persons will accumulate dividends at the rate of 8% per
annum, payable semi-annually in cash or in additional Preference Shares (at the
rate of one additional Preference Share for every $70 of accumulated
dividends). To the extent dividends on the Preference Shares are not paid in
cash, such dividends are required to be paid in additional Preference Shares,
to the extent legally available for such purpose. The Company has reserved
6,000,000 additional Preference Shares which may be utilized to pay such
dividends. Therefore, the Reporting Persons will acquire additional Preference
Shares to the extent the dividends on Preference Shares are paid in additional
Preference Shares.
(b) and (c) Pursuant to the Purchase Agreement, the Company and the
Purchaser entered into a Shareholders Agreement (the "Shareholders Agreement")
at the time of the First Closing which, among other things, requires the consent
of Purchaser (and its designated transferees, if any) to (i) any merger,
reorganization or similar extraordinary transaction of the Company or its
subsidiaries or (ii) any sale of assets comprising in excess of 50% of the
market value of the assets of the Company and its subsidiaries or any
dissolution or liquidation of the Company or any subsidiary, in each case for so
long as Purchaser and its affiliates continue to own securities of the issuer
representing at least 50% of Purchaser's investment pursuant to the Purchase
Agreement or 10% of the fully-diluted outstanding Ordinary Shares. See Section
4.3 of the Shareholders Agreement filed as Exhibit 10.2 to this Schedule 13D.
Except as set forth in Section 4.3 of the Shareholders Agreement, the
Reporting Persons have no current plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation or sale or transfer of a material amount of assets
by the Company or any of its subsidiaries.
(d) Pursuant to the Shareholders Agreement, at the First Closing the
size of the Company's Board of Directors was set at ten and the Purchaser was
given the right to designate for nomination for election to the Company's Board
of Directors four out of such ten directors. If the number of members on the
Company's Board decreases or increases, the Purchaser and its transferees will
be entitled to designate for nomination for election a number of Board members
to maintain its percentage representation on the Board. This right to designate
directors will be reduced in the event Purchaser's and its affiliates' aggregate
beneficial ownership of Ordinary Shares falls below certain thresholds set forth
in the Shareholders Agreement. The rights of Purchaser to designate members for
nomination to the Company's Board of Directors are set forth in Section 4.1 of
the Shareholders Agreement filed as Exhibit 10.2 to this Schedule 13D. On
September 30, 1998, as of the First Closing, the following designees of
Purchaser were appointed to the Company's Board of Directors to fill existing
vacancies: Thomas O. Hicks, Jack D. Furst, C. Richard Vermillion and J. Otis
Winters.
(e), (f), (g), (h), (i) and (j) The Reporting Persons have no current
plans or proposals which relate to or would result in (i) any other material
change to the Company's business or corporate structure, (ii) any changes in the
Company's articles of incorporation or bylaws, or, subject to the matters
discussed in paragraph (d) of this Item 4, other actions that may impede the
acquisition or control of the Company by any person, (iii) a class of securities
of the Company being delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (iv) a class of equity securities of the
Company
<PAGE> 9
Schedule 13D Page 9 of 12
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act or (v) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Purchaser is the record owner of 4,937,363 Preference
Shares, or 98.7% of the issued and outstanding Preference Shares.
As a result of the relationship of Hicks to the General Partner, the
General Partner to HM GP, HM GP to HM 4/GP, and HM4/GP to the Purchaser, each
Reporting Person may be deemed to have shared power to vote, or direct the vote
of, and to dispose, or direct the disposition of, the Preference Shares owned by
Purchaser.
(c) On January 4, 1999, Purchaser acquired a total of 3,114,863
Preference Shares, at a price of $70.00 per share, from the Company pursuant to
the Purchase Agreement at the Second Closing, which Preference Shares currently
are convertible into 12,459,452 Ordinary Shares.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Preference Shares held of record or beneficially by Purchaser.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The following summaries of the Shareholders Agreement, Monitoring and
Oversight Agreement, and Financial Advisory Agreement are qualified in their
entirety by reference to such agreements, copies of which are filed herewith as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by
reference.
Shareholders Agreement. Pursuant to the terms of the Purchase
Agreement, the Company and the Purchaser entered into the Shareholders Agreement
at the First Closing. The Shareholders Agreement provides the Purchaser and
certain designated transferees with certain piggyback and, at any time after
September 30, 1999, demand registration rights. The Company will pay all costs
of registration except for underwriting discounts and commissions and transfer
taxes.
During the one-year period following the date of the Shareholders
Agreement, subject to certain exceptions, the Purchaser may not transfer any
Preference Shares or Ordinary Shares held by Purchaser without the Company's
prior written consent. In addition, until the earlier of September 30, 2003, or
the date on which the Purchaser and its affiliates own less than 10% of the
Company's then outstanding Ordinary Shares (assuming conversion of all Ordinary
Share equivalents, including all Preference Shares, then held by Purchaser and
its affiliates) the Company has a right of first refusal with respect to any
sale other than a permitted transfer by Purchaser or its affiliates of
Preference Shares and/or Ordinary Shares representing, in the aggregate, more
than 9.9% of the outstanding Ordinary Shares (assuming conversion of all
Ordinary share equivalents, including all Preference Shares, then held by
Purchaser and its affiliates proposed to be sold) to any one buyer or related
group of buyers.
See also responses to Item 4(b) and (c) and Item 4(d), incorporated
herein by reference.
Monitoring and Oversight Agreement. On September 30, 1998, the Company
and Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HMCo"),
entered into a Monitoring and Oversight Agreement (the "Monitoring and
<PAGE> 10
Schedule 13D Page 10 of 12
Oversight Agreement"). HM Partners Inc., in which Hicks owns a majority
interest, is the general partner of HMCo. Hicks also is a limited partner of
HMCo. Pursuant to the Monitoring and Oversight Agreement, the Company has
retained HMCo to provide, and HMCo has agreed to provide, financial oversight
and monitoring services to the Company as requested for the term of the
Monitoring and Oversight Agreement. The term of the Monitoring and Oversight
Agreement continues until the earlier to occur of September 30, 2008, or the
date on which the Purchaser and its Affiliates cease to own beneficially,
directly or indirectly, at least 5% of the Company's outstanding Ordinary Shares
(determined after giving effect to the conversion of all Preference Shares held
by Purchaser and its Affiliates at the conversion rate thereof in effect as of
any date of termination). As compensation for HMCo's services under the
Monitoring and Oversight Agreement, the Company shall pay to HMCo, in addition
to reasonable expenses, an annual fee of $500,000.
Financial Advisory Agreement. On August 31, 1998, the Company and HMCo
entered into a Financial Advisory Agreement (the "Financial Advisory
Agreement"). Pursuant to the Financial Advisory Agreement, HMCo has been engaged
to render financial advisory services to the Company and its subsidiaries in
connection with the negotiation of the Purchaser's purchase of the Preference
Shares and also to render financial advisory, investment banking and other
similar services to the Company and its subsidiaries with respect to any future
proposals for certain transactions that may be engaged in by the Company. The
term of the Financial Advisory Agreement continues until the earlier to occur of
August 31, 2008, or the date on which the Purchaser and its affiliates cease to
own beneficially, directly or indirectly, at least 5% of the outstanding
Ordinary Shares (determined after giving effect to the conversion of all
Preference Shares held by the Purchaser and its affiliates at the conversion
rate thereof in effect as of any date of determination).
As compensation for HMCo's services as financial advisor to the Company
and its subsidiaries in connection with the Purchaser's purchase of the
Preference Shares, at the First Closing the Company paid HMCo a fee in the
amount of $9,551,500. Under the Financial Advisory Agreement, HMCo is entitled
to receive additional compensation at the lesser of current market fees or 1.5%
of the transaction value for financial advisory, investment banking, and other
similar services rendered to the Company in connection with certain
transactions, unless the Company elects not to engage a financial advisor in
connection with such transactions; provided that such fees will be divided
equally between HMCo and any additional financial advisor that may be engaged by
the Company with respect to any such transaction. At the Second Closing, the
Company paid HMCo an additional fee in the amount of $4,360,808 as compensation
for HMCo's services as financial advisor to the Company in connection with the
Purchaser's purchase of the Preference Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
10.1 Stock Purchase Agreement, dated August 31, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.1 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed by
the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998), as amended by Amendment No.1
to Stock Purchase Agreement dated November 22, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.7 to Schedule 13D/A
(Amendment No. 3) relating to Triton Energy Limited's Ordinary
Shares, filed by the Reporting Persons with the Securities and
Exchange Commission on January 5, 1999)(1)
10.2 Shareholders Agreement, dated September 30, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.2 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed by
the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998).
10.3 Monitoring and Oversight Agreement, dated September 30, 1998,
by and between Triton Energy Limited and Hicks, Muse & Co.
Partners, L.P. (incorporated by reference to Exhibit 10.3 to
Schedule 13D relating to Triton Energy Limited's Ordinary
Shares, filed by the Reporting Persons with the Securities and
Exchange Commission on October 13, 1998).
<PAGE> 11
Schedule 13D Page 11 of 12
10.4 Financial Advisory Agreement, dated August 31, 1998, by and
between Triton Energy Limited and Hicks, Muse & Co. Partners,
L.P. (incorporated by reference to Exhibit 10.4 to Schedule
13D relating to Triton Energy Limited's Ordinary Shares, filed
by the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998).
24.1 Power of Attorney for Thomas O. Hicks (filed as Exhibit 2 to
Schedule 13D relating to Coho Energy, Inc., filed with the
Securities and Exchange Commission on May 20, 1998).
24.2 Power of Attorney for HM4/GP Partners Cayman, L.P.
(incorporated by reference to Exhibit 24.2 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed
with the Securities and Exchange Commission on October 13,
1998).
24.3 Power of Attorney for HM GP Partners IV Cayman, L.P.
(incorporated by reference to Exhibit 24.3 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed
with the Securities and Exchange Commission on October 13,
1998).
24.4 Power of Attorney for HM Fund IV Cayman, LLC. (incorporated by
reference to Exhibit 24.4 to Schedule 13D relating to Triton
Energy Limited's Ordinary Shares, filed with the Securities
and Exchange Commission on October 13, 1998).
24.5 Power of Attorney for HM4 Triton, L.P. (incorporated by
reference to Exhibit 24.5 to Schedule 13D relating to Triton
Energy Limited's Ordinary Shares, filed with the Securities
and Exchange Commission on October 13, 1998).
* 99.1 Joint filing Agreement dated January 5, 1999, among HM4
Triton, L.P., HM Fund IV Cayman, LLC, HM GP Partners IV
Cayman, L.P., HM4/GP Partners Cayman, L.P. and Thomas O.
Hicks.
- ---------------------
* Filed herewith
(1) The Stock Purchase Agreement was filed without attached exhibits and
schedules, but such omitted exhibits and schedules will be provided by
the Purchaser upon written request.
<PAGE> 12
SCHEDULE 13D Page 12 of 12
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated January 5, 1999 HM4 TRITON, L.P.
By: /s/ MICHAEL D. SALIM
----------------------------------
Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 THOMAS O. HICKS
/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM4/GP PARTNERS CAYMAN, L.P.
/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM GP PARTNERS IV CAYMAN, L.P.
/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM FUND IV CAYMAN, LLC
/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact
<PAGE> 13
CUSIP NO. G90751143 SCHEDULE 13D
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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10.1 Stock Purchase Agreement, dated August 31, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.1 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed by
the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998), as amended by Amendment No. 1
to Stock Purchase Agreement dated November 22, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.7 to Schedule 13D/A
(Amendment No. 3) relating to Triton Energy Limited's Ordinary
Shares, filed by the Reporting Persons with the Securities and
Exchange Commission on January 5, 1999)(1)
10.2 Shareholders Agreement, dated September 30, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.
(incorporated by reference to Exhibit 10.2 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed
by the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998).
10.3 Monitoring and Oversight Agreement, dated September 30, 1998,
by and between Triton Energy Limited and Hicks, Muse & Co.
Partners, L.P. (incorporated by reference to Exhibit 10.3 to
Schedule 13D relating to Triton Energy Limited's Ordinary
Shares, filed by the Reporting Persons with the Securities and
Exchange Commission on October 13, 1998).
10.4 Financial Advisory Agreement, dated August 31, 1998, by and
between Triton Energy Limited and Hicks, Muse & Co. Partners,
L.P. (incorporated by reference to Exhibit 10.4 to Schedule
13D relating to Triton Energy Limited's Ordinary Shares, filed
by the Reporting Persons with the Securities and Exchange
Commission on October 13, 1998).
24.1 Power of Attorney for Thomas O. Hicks (filed as Exhibit 2 to
Schedule 13D relating to Coho Energy, Inc., filed with the
Securities and Exchange Commission on May 20, 1998).
24.2 Power of Attorney for HM4/GP Partners Cayman, L.P.
(incorporated by reference to Exhibit 24.2 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed
with the Securities and Exchange Commission on October 13,
1998).
24.3 Power of Attorney for HM GP Partners IV Cayman, L.P.
(incorporated by reference to Exhibit 24.3 to Schedule 13D
relating to Triton Energy Limited's Ordinary Shares, filed
with the Securities and Exchange Commission on October 13,
1998).
24.4 Power of Attorney for HM Fund IV Cayman, LLC. (incorporated by
reference to Exhibit 24.4 to Schedule 13D relating to Triton
Energy Limited's Ordinary Shares, filed with the Securities
and Exchange Commission on October 13, 1998).
24.5 Power of Attorney for HM4 Triton, L.P. (incorporated by
reference to Exhibit 24.5 to Schedule 13D relating to Triton
Energy Limited's Ordinary Shares, filed with the Securities
and Exchange Commission on October 13, 1998).
*99.1 Joint filing Agreement dated January 5, 1999, among HM4
Triton, L.P., HM Fund IV Cayman, LLC, HM GP Partners IV
Cayman, L.P., HM4/GP Partners Cayman, L.P. and Thomas O.
Hicks.
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* Filed herewith.
(1) The Stock Purchase Agreement was filed without attached exhibits and
schedules, but such omitted exhibits and schedules will be provided by
the Purchaser upon written request.
<PAGE> 1
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the parties named below agree to joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the 8% Convertible
Preference Shares, par value $0.01 per share, of Triton Energy Limited.
PARTIES
Dated January 5, 1999 HM4 TRITON, L.P.
By: /s/ MICHAEL D. SALIM
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Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 THOMAS O. HICKS
By: /s/ MICHAEL D. SALIM
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Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM4/GP PARTNERS CAYMAN, L.P.
By: /s/ MICHAEL D. SALIM
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Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM GP PARTNERS IV CAYMAN, L.P.
By: /s/ MICHAEL D. SALIM
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Michael D. Salim, Attorney-in-Fact
Dated January 5, 1999 HM FUND IV CAYMAN, LLC
By: /s/ MICHAEL D. SALIM
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Michael D. Salim, Attorney-in-Fact
