AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999.
REGISTRATION NO. 333-________
--------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NONE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
CALEDONIAN HOUSE
MARY STREET
P. O. BOX 1043
GEORGETOWN
GRAND CAYMAN, CAYMAN ISLANDS NONE
(Address of principal executive offices) (Zip Code)
TRITON ENERGY LIMITED AMENDED AND RESTATED RESTRICTED STOCK PLAN
AMENDED AND RESTATED 1997 SHARE COMPENSATION PLAN
(Full title of the plans)
THOMAS J. MURPHY
TRITON ENERGY CORPORATION
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TEXAS 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
----------------- --------------------
<S> <C> <C> <C> <C>
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
- ---------------------------- ----------------- -------------------- -------------------- ----------------
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
----------------- -------------------- -------------------- ----------------
Ordinary Shares, $.01 par
value per share
1,800,000 shares $ 11.84 $ 21,312,000 $ 5,924.74
- ---------------------------- ----------------- -------------------- -------------------- -----------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the Ordinary
Shares, as reported by the New York Stock Exchange, on June 16, 1999.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of Triton Energy Limited's Registration
Statement Nos. 333-08005, 333-27313, 33-27203, 33-51691, and 33-46968.
In addition, pursuant to Rule 429 of the Securities Act of 1933, as amended, the
Prospectus herein also relates to ordinary shares registered on Form S-8 (No.
333-27313) issuable pursuant to the Company's Amended and Restated 1997 Share
Compensation Plan and with respect to which the requisite filing fee has
previously been paid; ordinary shares registered on Form S-8 (No. 333-08005)
issuable pursuant to the Company's Second Amended and Restated 1992 Stock Option
Plan and Amended and Restated Restricted Stock Plan and with respect to which
the requisite filing fee has previously been paid; ordinary shares registered on
Form S-8 (No. 33-51691) issuable pursuant to the Company's Amended and Restated
1992 Stock Option Plan, Amended and Restated 1986 Convertible Debenture Plan and
401(k) Savings Plan and with respect to which the requisite filing fee has
previously been paid; and ordinary shares registered on Form S-8 (No. 33-27203)
issuable pursuant to the Company's 1989 Stock Option Plan and with respect to
which the requisite filing fee has previously been paid.
PROSPECTUS
ORDINARY SHARES
TRITON ENERGY LIMITED
Under various employee benefit plans, such as our stock option plans and
our employee stock purchase plan, we have issued, and may in the future issue,
ordinary shares and stock options to purchase ordinary shares to plan
participants, including our directors and executive officers. This prospectus is
for use by plan participants who are directors and executive officers of Triton
who may wish to sell the ordinary shares they have received or may receive in
the future under our employee benefit plans. This prospectus may also be used
use by family members of these plan participants if the participants transfer
ordinary shares or stock options to purchase ordinary shares to members of their
family.
The price and other terms of these sales will be established at the time
they occur. The sales prices may be equal to or based upon then-current market
prices or determined through negotiation. The directors and executive officers
may sell their shares directly, or they may use agents, brokers, dealers or
underwriters, in every case determined when the sales occur.
Triton will not receive any of the proceeds from the sales of shares by its
directors and executive officers. Triton's ordinary shares are listed on the New
York Stock Exchange under the symbol "OIL."
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING TRITON'S ORDINARY
SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL
YOU OTHERWISE.
The date of this prospectus is June 18, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Disclosure Regarding Forward-Looking Information 3
Triton Energy Limited 4
Enforceability of Civil Liabilities against Foreign Persons 4
Risk Factors 5
Use of Proceeds 10
Selling Shareholders 10
Plan of Distribution 11
Where You Can Find More Information About Triton 12
Incorporation of Information We File with the SEC 13
Legal Matters 13
Experts 13
Indemnification 14
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, the accompanying prospectus
supplement, and the documents we refer you to, as well as written and oral
statements made or incorporated by reference from time to time by Triton and its
representatives in reports, filings with the SEC, press releases, conferences or
otherwise, may be deemed to be "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
This information is subject to the "Safe Harbor" provisions of those statutes.
Forward-looking statements include statements concerning Triton's and
management's plans, objectives, goals, strategies and future operations and
performance and the assumptions underlying such forward-looking statements. The
words "anticipates," "estimates," "expects," "believes," "intends," "plans,"
"may," "will," "should," and similar expressions used in this prospectus, the
accompanying prospectus supplement, and in the documents we refer you to are
intended to identify such forward-looking statements. These statements include
information regarding:
- drilling schedules;
- expected or planned production capacity;
- the closing of branch offices;
- future production of the Cusiana and Cupiagua fields in Colombia;
- the negotiation of a gas-sales contract, the completion of development and
the commencement of production in Malaysia-Thailand;
- our capital budget, future capital requirements and our ability to meet our
future capital needs;
- future general and administrative expense and the portion to be
capitalized;
- future interest expense and the portion to be capitalized;
- our ability to realize our deferred tax asset;
- the level of future expenditures for environmental costs;
- the outcome of regulatory and litigation matters;
- the impact of Year 2000 issues;
- the estimated fair value of derivative instruments, including the equity
swap; and
- proven oil and gas reserves and discounted future net cash flows therefrom.
These statements are based on Triton's current expectations and involve a
number of risks and uncertainties, including those described in the context of
such forward-looking statements, as well as those presented in "Risk Factors"
below. Actual results and developments could differ materially from those
expressed in or implied by these statements. We are not obligated to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. For additional information with respect to these
factors, see Triton's Annual Report on Form 10-K for the year ended December 31,
1998. See "Where You Can Find More Information about Triton" and "Incorporation
of Information We File with the SEC."
TRITON ENERGY LIMITED
Triton Energy Limited ("Triton", which may be referred to as "we" or "us"
in this prospectus) is an international oil and gas exploration and production
company. Our principal properties, operations, and oil and gas reserves are
located in Colombia and Malaysia-Thailand. We are exploring for oil and gas in
these areas, as well as in southern Europe, Africa and the Middle East.
Our principal executive office is located at Caledonian House, Mary Street,
P.O. Box 1043, George Town, Grand Cayman, Cayman Islands and our telephone
number there is (345) 949-0050. You can also obtain information regarding Triton
by contacting our Investor Relations Department c/o Triton Energy, 6688 North
Central Expressway, Suite 1400, Dallas, Texas 75206, telephone number (214)
691-5200, or by visiting our web site, www.tritonenergy.com. You can also obtain
information about us from the Securities and Exchange Commission and the New
York Stock Exchange. See "Where You Can Find More Information about Triton" and
"Incorporation of Information We File with the SEC."
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Triton is a Cayman Islands company, certain of our officers and directors
may be residents of various jurisdictions outside the United States and our
Cayman Islands legal counsel, W.S. Walker & Company, are residents of the Cayman
Islands. All or a substantial portion of our assets and the assets of such
persons may be located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon such persons or to enforce in United States courts judgments obtained
against such persons in United States courts and predicated upon the civil
liability provisions of the Securities Act of 1933. We have agreed to be served
with process with respect to actions based on offers and sales of securities
made pursuant to this prospectus and the accompanying prospectus supplement in
the United States. To bring a claim against us, you may serve Triton's Corporate
Secretary, c/o Triton Energy Corporation, 6688 North Central Expressway, Suite
1400, Dallas, Texas 75206-9926, its United States agent appointed for that
purpose.
W. S. Walker & Company, our Cayman Islands legal counsel, has advised us
that there is doubt as to whether Cayman Islands courts would enforce (a)
judgments of United States courts obtained in actions against us or such other
persons that are predicated upon the civil liability provisions of the
Securities Act of 1933 or (b) in original actions brought against us or such
other persons predicated upon the Securities Act of 1933. There is no treaty
between the United States and the Cayman Islands providing for such enforcement,
and there are grounds upon which Cayman Islands courts may not enforce judgments
of United States courts. Certain remedies available under the United States
federal securities laws would not be allowed in Cayman Islands courts as
contrary to that nation's policy.
RISK FACTORS
In deciding whether to invest in Triton securities, you should consider the
following risks. You should consider carefully these risks along with the other
information in this document and the documents to which we have referred you.
See "Where You Can Find More Information about Triton" and "Incorporation of
Information We File with the SEC" below.
DRILLING OIL AND GAS WELLS COULD INVOLVE BLOWOUTS, HURRICANES, ENVIRONMENTAL AND
OTHER OPERATING RISKS
The nature of the oil and gas business involves certain operating hazards
such as well blowouts, explosions, uncontrollable flows of oil, gas or well
fluids, pollution, earthquakes, formations with abnormal pressures, labor
disruptions, fires, releases of toxic gas and other environmental hazards and
risks. Any of these operating hazards could result in substantial losses. In
addition, we may be liable for environmental damages caused by previous owners
of property purchased by us or our predecessors. As a result, we could incur
substantial liabilities to third parties or governmental entities. The payment
of these amounts could reduce or eliminate the funds available for exploration,
development or acquisitions. In accordance with customary industry practices, we
maintain insurance against some, but not all, of such risks and losses. The
occurrence of an event that is not fully covered by insurance could have a
material adverse effect on our financial position and results of operations. In
addition, we cannot be sure that insurance will continue to be available, or
that insurance will continue to be available at premium levels that justify its
purchase.
OUR OPERATING RESULTS ARE SIGNIFICANTLY IMPACTED BY OIL PRICES
Currently, substantially all of our revenues are derived from the sale of
oil produced in Colombia. In general, we sell our oil production at prices that
are based on the market price of oil on the date of sale, although from time to
time we may sell production in advance at contractually fixed prices and we may
enter into hedging transactions. The market price for oil historically has been
volatile and has recently decreased significantly. For example, during the three
year period ended December 31, 1998, WTI oil prices fluctuated between a low
price of $10.72 per barrel and a high price of $26.62 per barrel. Further
decreases in oil and natural gas prices will adversely affect our revenues,
results of operations, and cash flows. If the industry experiences significant
prolonged future price decreases, we may be unable to generate sufficient cash
flow from operations to make planned capital expenditures.
WE MAY INCUR WRITEDOWNS OF PROPERTIES' CARRYING VALUES
We follow the full cost method of accounting for exploration and
development of oil and gas reserves. Under this method of accounting, all of our
costs related to acquisition, holding and initial exploration of licenses in
countries where we do not have any proved reserves are initially capitalized. We
then periodically make assessments of these licenses for impairment on a
country-by-country basis. Based on our evaluation of drilling results, seismic
data and other information we deem relevant, we may be required to write down
the carrying value of the oil and gas licenses in that country. A writedown
constitutes a charge to earnings that does not impact our cash flow from
operating activities. However, a writedown does impact the amount of our
shareholders' equity. For example, in the second quarter of 1998, we recorded a
$77.3 million ($72.6 million, net of tax) writedown of unevaluated oil and gas
properties. Due to the unpredictable nature of exploration drilling activities,
the amount and timing of impairment write-downs are difficult to predict.
In addition to possible writedowns that could occur periodically due to our
assessments of licenses where we do not have any proved reserves, the accounting
rules could require us to write down the carrying value of properties where we
do have proved reserves as a result of the "full cost ceiling limitation"
prescribed by the SEC. Under the full cost ceiling limitation, we will incur a
writedown in any country to the extent that the net capitalized costs of oil and
gas properties for that country, less related deferred income taxes, exceeds the
amount given by the following formula:
(1) the estimated future net revenues from the properties, discounted at 10%;
plus
(2) unevaluated costs not being amortized; plus
(3) the lower of cost or estimated fair value of unproved properties being
amortized; minus
(4) income tax effects related to differences between the financial statement
basis and tax basis of oil and gas properties.
The discounted future net revenues from the properties is determined based
on the selling price of oil or gas as of the end of the accounting period, or
when results of operations for that period are determined. For example, as a
result of a decline in oil prices in 1998, we incurred a writedown of evaluated
oil and gas properties in Colombia of $105.4 million ($68.5 million, net of tax)
and $135.6 million ($115.9 million, net of tax) in June and December, 1998,
respectively, because of the full cost ceiling limitation. No adjustments were
made to our reserves in Colombia as a result of the decline in prices. The SEC
full cost ceiling limitation was calculated using the net prices of
approximately $13 per barrel (as of June 30, 1998) and $11 per barrel (as of
December 31, 1998). An additional writedown could be required if oil prices fall
below the December 31, 1998, level at later quarter end dates.
You can find information concerning our assets at December 31, 1998,
including capitalized costs by geographic area, in note 22 of the notes to our
Consolidated Financial Statements, which are included in our Annual Report on
Form 10-K for the year ended December 31, 1998.
WE OPERATE IN FOREIGN COUNTRIES AND ARE SUBJECT TO POLITICAL, ECONOMIC AND OTHER
UNCERTAINTIES
We conduct substantially all of our exploration and production operations,
and derive substantially all of our revenues, outside the United States.
Operations in foreign countries, particularly in the oil and gas business, are
subject to political, economic and other uncertainties, including:
- the risk of expropriation, nationalization, war, revolution, border
disputes, renegotiation or modification of existing contracts, import,
export and transportation regulations and tariffs;
- taxation policies, including royalty and tax increases and retroactive tax
claims;
- exchange controls, currency fluctuations and other uncertainties arising
out of foreign government sovereignty over our international operations;
- laws and policies of the United States affecting foreign trade, taxation
and investment; and
- the possibility of having to be subject to the exclusive jurisdiction of
foreign courts in connection with legal disputes and the possible inability
to subject foreign persons to the jurisdiction of courts in the
United States.
To date, our international operations have not been materially affected by
these risks.
THERE ARE CERTAIN RISKS INVOLVED IN OPERATING IN COLOMBIA
Our Colombia operation is responsible for substantially all of our revenues
and operating cash flow. Development of reserves in the Colombia fields is
ongoing and will require additional drilling.
From time to time, guerrilla activity in Colombia has disrupted the
operation of oil and gas projects causing increased costs. The guerrilla
activity has increased over the last few years, causing delays in the
development of the Cupiagua Field. Although we and our partners, as well as the
Colombian government, have taken steps to maintain security and favorable
relations with the local population, we cannot assure you that these attempts to
reduce or prevent guerrilla activity will be successful or that guerrilla
activity will not disrupt operations in the future.
Colombia is among several nations whose progress in stemming the production
and transit of illegal drugs is subject to annual certification by the President
of the United States. In March 1999, the President of the United States
announced that Colombia would be certified. We cannot assure you that, in the
future, Colombia will receive certification or a national interest waiver. If in
the future the United States does not grant Colombia certification, or a
national interest waiver, several adverse consequences could result, including
the following:
- all bilateral aid, except anti-narcotics and humanitarian aid, would be
suspended;
- the Export-Import Bank of the United States and the Overseas Private
Investment Corporation would not approve financing for new projects in
Colombia;
- U.S. representatives at multilateral lending institutions would be required
to vote against all loan requests from Colombia (although such votes
would not constitute vetoes); and
- the President of the United States and Congress would retain the right to
apply future trade sanctions.
Each of these consequences could result in adverse economic consequences in
Colombia and could further heighten the political and economic risks associated
with our operations there.
THERE ARE CERTAIN RISKS INVOLVED IN OPERATING IN MALAYSIA-THAILAND
We have an interest in a production sharing contract covering Block A-18 in
the Malaysia-Thailand Joint Development Area. The contract gives us and our
partners the right to explore for and produce oil and gas from the area. The
area is located approximately 450 kilometers northeast of Kuala Lumpur and 750
kilometers south of Bangkok. We expect that it will take several years and the
drilling of additional wells and the installation of production facilities
before we can start producing gas from the area and receiving revenues. Also,
pipelines will be required to be connected between the area and ultimate
markets.
As of the date of this prospectus, we have not signed a definitive
agreement for the sale of our production. In April 1998, we and the other
parties to the contract executed a "heads of agreement" contemplating a
definitive gas-sales agreement for the sale of natural gas from the block. We
and the representatives of each of the other parties, both buyers and sellers,
have agreed to present an agreed form of gas-sales agreement to our boards of
directors, and to the governments of Malaysia and Thailand, for approval. We
cannot assure you that the agreement will be approved or executed, or if it is
executed when it will occur. We believe we reduced some of the risk associated
with developing our interest in this area when we sold to ARCO one-half of the
shares of our subsidiary that held our interest in the block. In connection with
the sale, ARCO agreed to pay the future exploration and development costs
attributable to ours and ARCO's collective interest in Block A-18. This
obligation of ARCO to "carry" our share of these costs is limited so that we and
ARCO will each begin paying our share of the costs once ARCO has paid $377
million, or when gas production begins from a gas field, whichever occurs first.
THERE MAY BE CERTAIN RISKS BECAUSE OF THE INFLUENCE OF HICKS MUSE
In connection with the purchase by HM4 Triton, L.P., an affiliate of Hicks,
Muse, Tate & Furst Incorporated, of 1,822,500 shares of our 8% Convertible
Preference Shares in September 1998, five Triton directors resigned, we
decreased the size of our board of directors from eleven to ten, and our board
of directors appointed four persons nominated by HM4 Triton, L.P. to fill the
vacancies. Under a shareholders agreement with HM4 Triton, L.P., for so long as
the entire board of directors consists of ten members, HM4 Triton, L.P. has the
right to designate four nominees for election to our board of directors. The
number of persons HM4 Triton, L.P. has the right to designate will vary
proportionately with any change in the total number of members of the board of
directors. HM4 Triton, L.P.'s right to designate nominees for election to our
board of directors will be reduced if HM4 Triton, L.P. reduces the number of
Triton shares it holds below certain amounts.
In the shareholders agreement, we also agreed that we would not take
certain fundamental corporate actions without the consent of HM4 Triton, L.P.
Some of the actions that would require HM4 Triton, L.P.'s consent are listed
below:
- entering into a merger or similar business combination transaction, or
effecting a reorganization, recapitalization or other transaction
pursuant to which a majority of the outstanding ordinary shares or
any 8% Convertible Preference Shares are exchanged for securities,
cash or other property;
- authorizing, creating or modifying the terms of any securities that would
rank equal to or senior to the 8% Convertible Preference Shares;
- selling assets comprising more than 50% of the market value of Triton;
- paying dividends on our ordinary shares;
- incurring certain levels of debt; and
- commencing a tender offer or exchange offer for any of our ordinary shares.
In addition to the right to designate directors and the consent rights that
HM4 Triton, L.P. has, HM4 Triton, L.P. controls approximately 37% of the total
voting power of our outstanding shares through the ownership of 8% Convertible
Preference Shares and ordinary shares. Thus, HM4 Triton, L.P. has significant
influence over the actions we might take and will be able to influence, and in
some cases determine, the outcome of matters submitted for approval of our
shareholders. The existence of HM4 Triton, L.P. as a Triton shareholder may make
it more difficult for a third party to acquire, or discourage a third party from
seeking to acquire, a majority of the outstanding ordinary shares. A third party
would be required to negotiate any such transaction with HM4 Triton, L.P. and
the interests of HM4 Triton, L.P. as a shareholder may be different from the
interests of the other Triton shareholders.
ANTI-TAKEOVER PROVISIONS
In addition to the influence of HM4 Triton, L.P. as described above, our
articles of association include provisions that may make it more difficult for a
third party to acquire, or discourage a third party from seeking to acquire, a
majority of the outstanding ordinary shares. We can issue approximately eight
million preference shares with rights and preferences to be determined by the
board of directors without any shareholder approval. Our directors are divided
into three classes and only one class is elected each year. These factors will
make it difficult for a third party to replace our entire board of directors. We
also have a shareholder rights plan which gives our shareholders the right to
purchase ordinary shares for one-half of their per share market value if a third
party acquires beneficial ownership of 15% or more of the ordinary shares
(although HM4 Triton, L.P.'s ability to acquire shares is unlimited unless its
ownership decreases below certain levels). This would result in significant
economic dilution of any third party's investment. Finally, under Cayman Islands
law, a business combination generally requires the affirmative vote of
two-thirds of the shareholders voting.
THE OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE
The exploration and production business is highly competitive. We face
strong competition from major oil companies (including government-owned
companies), independent operators and other companies for favorable oil and gas
concessions, licenses, production-sharing contracts and leases, drilling rights
and markets. Many of our competitors have substantially larger financial
resources, staffs and facilities. Additionally, the governments of certain
countries where we operate may from time to time give preferential treatment to
their nationals.
THE OUTCOME OF LITIGATION IS IMPOSSIBLE TO PREDICT AND CAN HAVE AN ADVERSE
IMPACT
We cannot predict the outcome of litigation and its impact on our
operations and financial condition. There are many factors that affect the
outcome and impact of litigation that are beyond our control, such as jury
verdicts, the application of laws to various factual situations, the actions
that may or may not be taken by other parties and the availability of insurance.
In addition, in certain situations, such as environmental claims, we could be
held responsible for the liabilities of other parties. Moreover, circumstances
could arise under which we may elect to settle claims at amounts that exceed our
expected liability for the claims in order to avoid costly litigation. Judgments
or settlements could, therefore, exceed any reserves.
USE OF PROCEEDS
Triton will not receive any proceeds from the sale of the ordinary shares
offered by its directors and executive officers pursuant to this prospectus.
SELLING SHAREHOLDERS
Pursuant to the terms of certain of the employee benefit plans, Triton's
Board of Directors, or a Committee appointed by the Board, will determine from
time to time (i) the individuals to whom ordinary shares or stock options will
be issued, (ii) the number of ordinary shares or stock options to be issued and
(iii) the purchase price of ordinary shares subject to each stock option, which
may be equal to or greater than the fair market value of the ordinary shares on
the date of grant.
Set forth below are the names of each person eligible to offer and sell
ordinary shares issued to them or that they may acquire upon the exercise of
stock options pursuant to the registration statements and this prospectus (the
"Selling Shareholders"). In addition, the table sets forth as of May 31, 1999,
the number of ordinary shares that could be offered for resale
by such persons pursuant to this prospectus, and the number of ordinary shares
to be owned by such persons upon completion of the offering if all such shares
were sold.
Triton is unaware of whether the Selling Shareholders presently intend to
sell the shares that they now own or that they in the future may acquire. See
"Plan of Distribution."
Triton in the future may grant additional options to the persons listed
below and may allow persons other than those listed below to offer and sell
shares they may acquire pursuant to Triton's employee benefit plans. Triton will
supplement this prospectus to reflect such changes as and when required by
applicable law.
<TABLE>
<CAPTION>
<PAGE>
<S> <C> <C> <C>
OWNERSHIP OF ORDINARY SHARES OWNERSHIP OF
ORDINARY THAT COULD BE ORDINARY SHARES
SHARES PRIOR OFFERED FOR SELLING IF ALL SHARES
NAME(1) TO OFFERING(2) SHAREHOLDERS' ACCOUNT ARE SOLD
- ---------------------- -------------- --------------------- ---------------
Sheldon R. Erikson 153,000 151,000 2,000
Fitzgerald S. Hudson 133,330 16,000 117,330
Hudson Family Trust 105,000 105,000 0
John R. Huff 109,000 91,000 18,000
Michael E. McMahon 111,000 106,000 5,000
James C. Musselman 328,300 315,000 13,300
Lamar Norsworthy 65,000 30,000 35,000
C. Richard Vermillion 31,000 30,000 1,000
J. Otis Winters 30,000 30,000 0
A. E. Turner 300,330 300,330 0
W. Greg Dunlevy 44,168 42,168 2,000
Bernard Gros-Dubois 62,360 62,360 0
Brian Maxted 103,500 103,500 0
__________________
</TABLE>
(1) The individual Selling Shareholders are directors and/or executive
officers of Triton. Hudson Family Trust is a trust established by Mr. Hudson for
the benefit of his family members and to which he has transferred stock options.
(2) Includes all ordinary shares issuable upon exercise of stock options
held by the Selling Shareholders pursuant to the plans, whether or not currently
exercisable or convertible, and all shares held for the account of the Selling
Shareholders pursuant to Triton's 401(k) Savings Plan and employee stock
purchase plan. Includes 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. Also includes Ordinary Shares
issuable upon conversion of any 8% Convertible Preference Shares owned.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer and sell or otherwise dispose of all or
a portion of the ordinary shares they receive pursuant to Triton compensation
plans from time to time as follows:
- to purchasers directly;
- in ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- through underwriters, dealers and agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the ordinary shares for whom
they may act as agent;
- through the writing of options on the ordinary shares;
- through the pledge of the shares as security for any loan or obligation,
including pledges to brokers or dealers who may, from time to time,
themselves effect distributions of the shares or interests therein;
- through purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this prospectus;
- through block trades in which the broker or dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- through exchange distributions in accordance with the rules of the
applicable exchange, including the NYSE;
- in transactions in the over-the-counter market;
- in any combination of one or more of the foregoing; or
- in any other lawful manner.
Such sales may be made at then-current market prices, at prices related to
then-current market prices or at negotiated prices. In effecting sales, brokers
or dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders or their successors in interest, and any underwriters, brokers,
dealers or agents that participate in the distribution of such shares, may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any profit on the sale of such shares by them and any discounts, commissions
or concessions received by any such underwriters, brokers, dealers or agents may
be deemed to be underwriting commissions or discounts under the Securities Act
of 1933. Triton, however, understands that the Selling Shareholders do not admit
that they are underwriters within the meaning of the Securities Act of 1933. In
addition, any of the shares covered by this prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus.
Triton will pay all of the expenses in connection with the offering
contemplated by this prospectus, other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any legal counsel to the
Selling Shareholders.
WHERE YOU CAN FIND MORE INFORMATION
ABOUT TRITON
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file by visiting the SEC's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. You may obtain
information regarding the operation of the public reference rooms by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available over the Internet at
the SEC's web site at http://www.sec.gov. You may also inspect our SEC reports
and other information at the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
We have filed a registration statement on Form S-8 with the SEC covering
the securities. For further information on Triton and the securities, please
refer to our registration statement and its exhibits. This prospectus summarizes
material provisions of contracts and other documents that we refer to you. As
the prospectus may not contain all the information you may find important, you
should review the full text of these documents. We have included copies of these
documents as exhibits to our registration statement of which this prospectus is
a part.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and any
later information that we file with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:
(i) Annual Report on Form 10-K for the year ended December 31, 1998,
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
(iii) the description of the ordinary shares contained in Triton's
Registration Statement on Form 8-A dated March 25, 1996, as amended by Form
8-A/A, dated August 14, 1996, Form 8-A/A dated October 2, 1998, and Form 8-A/A
dated January 31, 1999.
You should rely only on the information incorporated by reference or
provided in this prospectus and the applicable prospectus supplement. We have
not authorized anyone to provide you with information that is different. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer of securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information
in this prospectus or the applicable prospectus supplement is accurate as of any
date other than the date on the front of the document.
You may request a copy of any of the documents that are incorporated by
reference in this prospectus, at no cost, by writing or telephoning us as
follows: Triton Energy, Investor Relations, 6688 North Central Expressway, Suite
1400, Dallas, Texas 75206-9926, telephone (214) 691-5200.
LEGAL MATTERS
Certain legal matters in connection with the validity of the ordinary
shares offered hereby have been passed upon for Triton by Thomas J. Murphy,
General Counsel for Triton. Mr. Murphy owns ordinary shares of Triton and
options to purchase ordinary shares.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1998
have been incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
Certain information with respect to the gas and oil reserves of Triton and
its subsidiaries derived from the report of DeGolyer and MacNaughton,
independent petroleum engineers, has been incorporated in this prospectus by
reference in reliance upon such firm as experts with respect to the matters
contained therein.
INDEMNIFICATION
Triton is a Cayman Islands company. Article XXXIII of Triton's Articles of
Association provides that Triton will indemnify any person who was or is a party
to any legal proceeding (including an action by or in the right of Triton), by
reason of his acting as a director, officer, employee or in any other capacity
for Triton, against any liability or expense he or she incurs in connection with
the proceeding. Triton also must advance any expenses of defending any such
proceeding to the full extent permitted by law. These rights to indemnification
and advancement of expenses are not exclusive of any other rights such persons
may have. The Articles of Association also provide that, except under certain
circumstances, Triton's directors will not be personally liable to Triton or its
shareholders for monetary damages for breach of fiduciary duties as a director.
Cayman Islands law does not set out any specific restrictions on the
ability of a company to indemnify officers or directors. However, the
application of basic principles and certain Commonwealth case law which is
likely to be persuasive in the Cayman Islands, would indicate that
indemnification is generally permissible except in the event that there had been
fraud or willful default on the part of the officer or director or reckless
disregard of his duties and obligations to the company.
Triton's directors and officers are also provided with indemnification
against certain liabilities pursuant to a directors and officers liability
insurance policy. Subject to applicable policy terms, conditions and exclusions,
coverage is afforded for any loss that the insureds become legally obligated to
pay by reason of any claim or claims first made against them during the policy
period from any wrongful acts that are actually or allegedly caused, committed
or attempted by the insureds prior to the end of the policy period. Wrongful
acts are defined as any actual or alleged error, misstatement, misleading
statement or act, omission, neglect or breach of duty by the insureds while
acting in their individual or collective capacities as directors or officers of
Triton.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Triton pursuant
to the foregoing provisions, Triton has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable.
TRITON ENERGY LIMITED
ORDINARY SHARES
__________________
PROSPECTUS
__________________
__________, 1999
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Triton Energy Limited
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1998;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
(iii) The description of the ordinary shares contained in the Company's
Registration Statement on Form 8-A dated March 25, 1996, as amended by Form
8-A/A, dated August 14, 1996, Form 8-A/A dated October 2, 1998, and Form 8-A/A
dated January 31, 1999.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the ordinary
shares ("Shares") offered hereunder have been sold or which deregisters all of
such Shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the ordinary
shares offered hereby have been passed upon for the Company by Thomas J. Murphy,
General Counsel for the Company. Mr. Murphy owns ordinary shares of the Company
and options to purchase ordinary shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Cayman Islands company. Article XXXIII of the Company's
Articles of Association contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The Company
shall also advance the expenses of defending any such act, suit or proceeding in
accordance with and to the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not exclusive of any other right
to indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director.
The Companies Law (1995 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain Commonwealth
case law which is likely to be persuasive in the Cayman Islands, would indicate
that indemnification is generally permissible except in the event that there had
been fraud or willful default on the part of the officer or director or reckless
disregard of his duties and obligations to the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
No. Description of Exhibit
- ---- ------------------------
<TABLE>
<CAPTION>
<C> <S>
4.1 Articles of Association. (1)
4.2 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the Company. (2)
4.3 Rights Agreement dated as of March 25, 1996, between Triton and The Chase
Manhattan Bank, as Rights Agent, including, as Exhibit A thereto, Resolutions
establishing the Junior Preference Shares. (1)
4.4 Resolutions Authorizing the Company's 5% Convertible Preference Shares. (3)
4.5 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between Triton
Energy Limited and The Chase Manhattan Bank, as Rights Agent. (4)
4.6 Amendment No. 2 to Rights Agreement dated as of August 30, 1998, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent. (5)
4.7 Unanimous Written Consent of the Board of Directors authorizing a Series of
Preference Shares. (6)
4.8 Amendment No. 3 to Rights Agreement dated as of January 5, 1999, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent. (7)
5.1 Opinion of General Counsel.(8)
23.1 Consent of PricewaterhouseCoopers LLP.(8)
23.2 Consent of DeGolyer and MacNaughton.(8)
23.3 Consent of General Counsel (included in his opinion filed as Exhibit 5.1 to
this Registration Statement).(8)
24 Power of Attorney (included in the signature page of this registration
statement).(8)
____________________
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-3
(No 333-08005) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A
dated March 25, 1996, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's and Triton Energy Corporation's
Registration Statement on Form S-4 (No. 333-923) and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 1) dated August 14, 1996, and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 2) dated October 2, 1998, and incorporated herein by reference.
(6) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998, and incorporated
herein by reference.
(7) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 3) dated January 31, 1999, and incorporated herein by reference.
(8) Filed herewith.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes James C. Musselman,
A.E. Turner and W. Greg Dunlevy, or any of them, to execute in the name of each
such person who is then an officer or director of the Registrant and to file any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on June 18, 1999.
TRITON ENERGY LIMITED
By:/s/James C. Musselman
---------------------
James C. Musselman,
President and Chief Executive
Officer
/s/Bernard Gros-Dubois
-----------------------
Bernard Gros-Dubois
Vice President
(Principal Financial and
Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on May 11, 1999 by the following persons in the
capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Thomas O. Hicks Chairman of the Board of Directors
- -----------------------------
(Thomas O. Hicks)
/s/ James C. Musselman President, Chief Executive Officer
- ----------------------------- and (Principal Executive Officer)
(James C. Musselman)
/s/ Sheldon R. Erikson Director
- ------------------------------
(Sheldon R. Erikson)
- ------------------------------ Director
(Jack D. Furst)
/s/ Fitzgerald S. Hudson Director
- ------------------------------
(Fitzgerald S. Hudson)
/s/ John R. Huff Director
- ------------------------------
(John R. Huff)
/s/ Michael E. McMahon Director
- -----------------------------
(Michael E. McMahon)
/s/ Lamar Norsworthy Director
- ----------------------------
(Lamar Norsworthy)
/s/ C. Richard Vermillion Director
- -----------------------------
(C. Richard Vermillion)
/s/ J. Otis Winters Director
- -----------------------------
(J. Otis Winters)
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ---- ------------------------
<TABLE>
<CAPTION>
<C> <S>
4.1 Articles of Association. (1)
4.2 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the Company. (2)
4.3 Rights Agreement dated as of March 25, 1996, between Triton and The Chase
Manhattan Bank, as Rights Agent, including, as Exhibit A thereto, Resolutions
establishing the Junior Preference Shares. (1)
4.4 Resolutions Authorizing the Company's 5% Convertible Preference Shares. (3)
4.5 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between Triton
Energy Limited and The Chase Manhattan Bank, as Rights Agent. (4)
4.6 Amendment No. 2 to Rights Agreement dated as of August 30, 1998, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent. (5)
4.7 Unanimous Written Consent of the Board of Directors authorizing a Series of
Preference Shares. (6)
4.8 Amendment No. 3 to Rights Agreement dated as of January 5, 1999, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent. (7)
5.1 Opinion of General Counsel.(8)
23.1 Consent of PricewaterhouseCoopers LLP.(8)
23.2 Consent of DeGolyer and MacNaughton.(8)
23.3 Consent of General Counsel (included in his opinion filed as Exhibit 5.1 to this Registration Statement).(8)
24 Power of Attorney (included in the signature page of this registration statement).(8)
</TABLE>
____________________
<TABLE>
<CAPTION>
<C> <S>
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-3
(No 333-08005) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A
dated March 25, 1996, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's and Triton Energy Corporation's
Registration Statement on Form S-4 (No. 333-923) and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 1) dated August 14, 1996, and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 2) dated October 2, 1998, and incorporated herein by reference.
(6) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998, and incorporated herein by
reference.
(7) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A/A
(Amendment No. 3) dated January 31, 1999, and incorporated herein by reference.
(8) Filed herewith.
</TABLE>
Exhibit 5.1
June 18, 1999
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Dear Sirs:
This opinion is delivered in connection with the Registration Statement
(the "Registration Statement") on Form S-8 filed with the Securities and
Exchange Commission by Triton Energy Limited, a Cayman Islands company (the
"Company"), under the Securities Act of 1933, as amended (the "Act"), relating
to 1,800,000 of the Company's Ordinary Shares, par value $.01 per share (the
"Shares"), issuable pursuant to the Company's 1997 Share Compensation Plan and
Amended and Restated Restricted Stock Plan (the "Plans").
I am familiar with the Memorandum and Articles of Association of the
Company, each as amended to date. In addition, I have examined such corporate
records, documents and other instruments and have made such other examinations
and inquiries as I have deemed necessary to enable me to express the opinions
set forth herein. I am a member of the bar of the State of Texas and any opinion
herein as to the laws of the Cayman Islands is based upon the latest generally
available compilation of the statutes and case law of such jurisdiction.
Based upon the foregoing, subject to the qualifications and limitations
stated herein, and limited in all respects to the laws of the State of Texas,
the Companies Law (1995 Revision) of the Cayman Islands and the laws of the
United States of America, I am of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms of the Plans, will be
validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal Matters"
in the Prospectus forming a part of the Registration Statement and in Item 5 of
the Registration Statement.
Very truly yours,
Thomas J. Murphy
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 1999 relating to the
financial statements and financial statement schedule, which appears in Triton
Energy Limited's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
PricewaterhouseCoopers LLP
Dallas, Texas
June 18, 1999
Exhibit 23.2
DeGOLYER and MacNAUGHTON
One Energy Square
Dallas, Texas 75206
June 4, 1999
Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Gentlemen:
We hereby consent to (i) the incorporation by reference from the Annual
Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K") of
Triton Energy Limited (the "Company"), of certain data from our "Appraisal
Report, as of December 31, 1998, on Certain Properties in Colombia owned by
Triton Colombia Incorporated." And the specific references to our firm under the
caption "Business and Properties -Reserves" and in note 25 of the Notes to the
Consolidated Financial Statements under the caption "Oil and Gas Reserve Data"
in the Form 10-K, in the Registration Statement of the Company on Form S-8 to be
filed in June 1999 relating to an offering of the Company's securities and (ii)
the references to our firm in such Registration Statement under the caption
"Experts". Our estimates of reserves, however, for the Cusiana and Cupiagua
fields have been aggregated in the Form 10-K with other Colombian reserves for
which we have not prepared estimates.
Very truly yours,
DeGOLYER and MacNAUGHTON
