AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1999.
REGISTRATION NO. 333-81029
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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
JENNETT STREET
P. O. BOX 1043
GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS
(345) 949-0500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------------
THOMAS J. MURPHY
TRITON ENERGY CORPORATION
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TEXAS 75206
(214) 691-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies to:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion
Preliminary Prospectus dated December 14, 1999
Prospectus
[Triton Logo]
TRITON ENERGY LIMITED
DEBT SECURITIES
PREFERENCE SHARES
DEPOSITARY SHARES
ORDINARY SHARES
WARRANTS
------------------------
By this prospectus, we may offer from time to time up to $250,000,000 of
our debt securities, preference shares, depositary shares, ordinary shares and
warrants. When we offer securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of securities, including
the offering price of the securities.
You should read this prospectus and the prospectus supplement relating to
the specific issue of securities carefully before you invest.
SEE "RISK FACTORS" BEGINNING ON PAGE ___ OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR
SECURITIES.
------------------------
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.
------------------------
This prospectus is dated , 1999
<PAGE>
TABLE OF CONTENTS
PAGE
----
About this Prospectus 3
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
Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preference Dividends 11
The Securities 12
Description of Debt Securities 12
Description of Share Capital 27
Description of Warrants 36
Plan of Distribution 37
Where You Can Find More Information About Triton 38
Incorporation of Information We File with the SEC 39
Experts 40
Legal Opinions 40
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (No. 333-81029) (the
"registration statement") that we filed with the Securities and Exchange
Commission utilizing a "shelf" registration process. Under this shelf
registration process, we may offer from time to time up to $250,000,000 of any
of the following securities, either separately or in units: debt securities,
preference shares, depositary shares, ordinary shares and warrants. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add to, update or
change information contained in this prospectus.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some 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 us and our 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 these forward-looking statements. We use the words
"anticipates," "estimates," "expects," "believes," "intends," "plans," "may,"
"will," "should," and similar expressions to identify forward-looking
statements. These statements include information regarding:
- drilling schedules;
- expected or planned production capacity;
- future production of the Cusiana and Cupiagua fields in Colombia;
- 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;
- 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;
- the impact of the renegotiation of the production sharing contract in
Equatorial Guinea; and
- proven oil and gas reserves and discounted future net cash flows
therefrom.
We base these statements on our current expectations. These statements
involve a number of risks and uncertainties, including those described in the
context of the 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 our 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 is an international oil and gas exploration and
production company. Our principal properties, operations, and oil and gas
reserves are located in Colombia, Equatorial Guinea 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, Jennett
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, Walkers, is a resident of the Cayman Islands. All
or a substantial portion of our assets and the assets of these 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 these
persons or to enforce in United States courts judgments obtained against these
persons that are 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.
Walkers, 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 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 other persons predicated upon the
Securities Act of 1933. There is no treaty between the United States and the
Cayman Islands providing for enforcement of judgments, and there are grounds
upon which Cayman Islands courts may not enforce judgments of United States
courts. In general, Cayman Islands courts would not enforce any remedies if they
are deemed to be penalties, fines, taxes or similar remedies.
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 HAZARDS
The nature of the oil and gas business involves 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 properties we have purchased. 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 these risks and losses. If an event occurs that is
not fully covered by insurance, it could result in a financial loss and reduce
our resources for capital expenditures. 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.
OIL PRICES SIGNIFICANTLY IMPACT OUR OPERATING RESULTS
Currently, we derive substantially all of our revenues from the sale of oil
produced in Colombia. In general, we sell our oil production at prices 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 September 30, 1999, WTI oil prices fluctuated between a low price
of $10.72 per barrel and a high price of $24.87 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.
IF WE DETERMINE THAT EXPLORATION RESULTS ON ONE OR MORE PROPERTIES DO NOT
JUSTIFY CONTINUING TO CARRY THEIR CAPITALIZED COSTS, WE MAY WRITE DOWN THE
PROPERTIES' CARRYING VALUE AND INCUR A CHARGE TO EARNINGS AND THEREBY REDUCING
SHAREHOLDERS' EQUITY
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 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,
but it does reduce 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 relating to our operations in China, Ecuador,
Guatemala and other countries, and a corresponding reduction in shareholders'
equity. Due to the unpredictable nature of exploration drilling activities, we
cannot predict the amount and timing of impairment write-downs.
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.
IF OIL AND GAS PRICES DECREASE BELOW SPECIFIED LEVELS, WE MAY WRITE DOWN THE
CARRYING VALUES OF PROPERTIES WITH PROVED RESERVES AND INCUR A CHARGE TO
EARNINGS AND A REDUCTION IN SHAREHOLDERS' EQUITY
We may also write down the carrying value of properties where we have
proved reserves as a result of the "full cost ceiling limitation" prescribed by
the SEC. Under the full cost ceiling limitation, we must write down the carrying
value of properties in any country where we have proved reserves to the extent
that the net capitalized costs of the properties, 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 wrote down the carrying value of
our evaluated oil and gas properties in Colombia by $105.4 million ($68.5
million, net of tax) in June 1998, and $135.6 million ($115.9 million, net of
tax) in December 1998, because of the full cost ceiling limitation. However, we
did not make any adjustments to our reserves in Colombia as a result of the
decline in prices. To calculate the SEC full cost ceiling limitation, we used a
net price of approximately $13 per barrel as of June 30, 1998, and $11 per
barrel as of December 31, 1998. We may be required to take an additional
writedown if oil prices fall below the December 31, 1998, level at later quarter
end dates.
SUBSTANTIALLY ALL OF OUR OPERATIONS ARE IN FOREIGN COUNTRIES AND WE 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,
including Colombia, Malaysia-Thailand, Equatorial Guinea, Greece, Italy and
Oman. Operations in foreign countries, particularly the oil and gas business,
are subject to political, economic and other uncertainties, which include:
- 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 possibilities of being subjected to the exclusive jurisdiction of
foreign courts in connection with legal disputes and the inability to
subject foreign persons to the jurisdiction of courts in the United
States.
Countries in Latin America and Africa, as well as other regions, have had a
history of political and economic instability. This instability could result in
new governments or the adoption of new policies that might assume a hostile
attitude toward foreign investment. In an extreme case, such a change could
result in the termination of our contract rights and expropriation of our
assets.
GUERRILLA ACTIVITY IN COLOMBIA COULD DISRUPT OUR OPERATIONS
Our Colombia operation is responsible for substantially all of our revenues
and operating cash flow. From time to time, guerrilla activity in Colombia has
disrupted the operation of oil and gas projects. The guerrilla activity has
increased over the last few years, causing delays in the development of our
fields in Colombia. Their activity has from time to time slowed our ability to
put workers in the field, and they have made attempts to disrupt the flow of
production through the pipeline. BP Amoco, as operator of the fields, and we and
the Colombian government have taken steps to maintain security and favorable
relations with the local population. These steps have included the hiring of
security to patrol our facilities, and programs to provide local communities
with health and educational assistance. We expect that we will be required to
continue these steps throughout the term of our interest there. 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 COULD BE DENIED CERTIFICATION AS A COUNTRY MAKING PROGRESS IN STEMMING
THE PRODUCTION AND TRANSIT OF ILLEGAL DRUGS, WHICH COULD HEIGHTEN THE RISKS OF
OUR OPERATIONS THERE
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. Although the President has granted Colombia certification
for 1999, Colombia was denied certification in the last two years and only
received a national interest waiver for one of those years. We cannot assure you
that, in the future, Colombia will receive certification or a national interest
waiver. If the United States does not grant Colombia certification, or a
national interest waiver, in the future, 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 their 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.
SALES OF GAS FROM OUR PROPERTY IN MALAYSIA-THAILAND COULD BE DELAYED BY AN
ENVIRONMENTAL IMPACT ASSESSMENT, AND WE MAY HAVE TO PAY COMPENSATION TO ARCO AND
WE MAY NOT RECEIVE INCENTIVE PAYMENTS FROM ARCO IF DELAYS OCCUR
The agreement for the sale of natural gas production from Block A-18 of the
Malaysia-Thailand Joint Development Area contemplates that sales will begin by
June 30, 2002. However, the buyers will not be obligated to purchase the gas if
they do not receive approval of an environmental impact assessment for the
pipeline and processing facilities they plan to construct. A lengthy approval
process, or significant opposition to the project, could delay construction and
the commencement of gas sales. We cannot assure you that the buyers will
receive approval of the environmental impact assessment or if they do receive
approval, when that approval will occur. It is possible that if the
environmental impact assessment process does result in a significant delay, the
buyers could seek an alternate route for the delivery of the gas. We cannot
assure you as to when any such alternate route could be completed or when gas
sales could commence.
When we sold one half of our interest in Block A-18 to ARCO in 1998, ARCO
agreed to pay the future exploration and development costs attributable to our
collective interest in Block A-18, up to $377 million or until first production
from a gas field. ARCO also agreed to pay us specified incentive payments if the
requisite criteria were met. The first $65 million in incentive payments is
conditioned upon having the production facilities for the sale of gas from Block
A-18 completed by June 30, 2002. If the facilities are completed after June 30,
2002 but before June 30, 2003, the incentive payment would be reduced to $40
million. A lengthy environmental approval process, or unanticipated delays in
construction of the facilities, could result in our receiving a reduced
incentive payment or possibly the complete loss of the first incentive payment.
In addition, we have agreed to share with ARCO some of the risk that the
environmental approval might be delayed by agreeing to pay to ARCO $1.25 million
per month for each month, if applicable, that the first gas sales are delayed
beyond 30 months following the commitment to an engineering, procurement and
construction contract for the project. Our obligation is capped at 24 months of
these payments or $30 million.
HICKS MUSE MAY HAVE CONFLICTS OF INTEREST WITH OTHER SHAREHOLDERS AND THE
PRESENCE OF HICKS MUSE MAY DISCOURAGE THIRD PARTIES FROM SEEKING CONTROL OF
TRITON
As of the date of this prospectus, HM4 Triton, L.P. owns approximately
__________% of our outstanding 8% Convertible Preference Shares and ________% of
our outstanding ordinary shares. This represents approximately 37% of the total
voting power of our shares. HM4 Triton, L.P. is a limited partnership controlled
by Hicks, Muse, Tate & Furst Incorporated, a private investment firm
specializing in acquisitions, recapitalizations and other principal investing
activities.
We have a shareholders agreement with HM4 Triton, L.P. that requires us to
obtain its approval for specified fundamental corporate actions we might take,
including the following:
- entering into a merger or similar business combination transaction,
- selling assets comprising more than 50% of our market value,
- paying dividends on our ordinary shares, and
- incurring debt above certain levels.
The shareholders agreement also gives HM4 Triton, L.P. the right to
nominate four out of the ten members of our board of directors. HM4 Triton, L.P.
has exercised this right and among its designees are Thomas O. Hicks and Jack D.
Furst, who currently are serving on our board of directors and who are also
principals and executive officers of Hicks, Muse, Tate & Furst Incorporated.
As a result, HM4 Triton, L.P. and Hicks, Muse, Tate & Furst Incorporated
have significant influence over our business, policies and affairs. The
interests of HM4 Triton, L.P. and Hicks, Muse, Tate & Furst Incorporated may
differ from those of our other shareholders, and the influence they have may
have the effect of discouraging selected transactions involving an actual or
potential change of control of Triton.
For more information regarding HM4 Triton. L.P.'s rights and influence, see
"Description of Share Capital - Preference Shares - Outstanding Preference
Shares" below.
ANTI-TAKEOVER PROVISIONS
Our articles of association contain provisions that may make it 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.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement or term
sheet, we intend to use the net proceeds we receive from the sale of the
securities offered by this prospectus and the accompanying prospectus supplement
or term sheet for general corporate purposes. General corporate purposes may
include the repayment of debt, investments in or extensions of credit to our
subsidiaries, or the financing of possible acquisitions. We may invest the net
proceeds temporarily or apply them to repay short-term debt until we are ready
to use them for their stated purpose.
We will disclose in the applicable prospectus supplement the following
information when we sell securities offered by this prospectus:
- the terms of any indebtedness that we will repay with the proceeds of the
offering,
- the amount and source of any other funds we might need to accomplish the
purpose of the offering, and
- if we use the proceeds of the offering to make an acquisition, we will
describe the assets we are acquiring.
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS
The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preference dividends for the periods
indicated.
In the table below,
- "(a)" means that earnings were inadequate to cover fixed charges for the
nine months ended September 30, 1998 by $111,319,000, for the years ended
December 31, 1998, 1997 and 1996 by $261,824,000, $8,922,000 and $6,275,000,
respectively, for the seven months ended December 31, 1994 by $30,565,000 and
for the year ended May 31, 1994 by $40,976,000. Without nonrecurring items,
earnings would have been inadequate to cover fixed charges for the nine months
ended September 30, 1998 by $33,654,000, for the years ended December 31, 1998,
1997 and 1995 by $39,377,000, $15,175,000 and $9,921,000, respectively, for the
seven months ended December 31, 1994 by $29,581,000 and for the year ended May
31, 1994 by $51,415,000, and
- "(b)" means that earnings were inadequate to cover combined fixed charges
and preference dividends for the nine months ended September 30, 1998 by
$111,687,000, for the years ended December 31, 1998, 1997 and 1996 by
$264,885,000, $9,322,000 and $7,260,000, respectively, for the seven months
ended December 31, 1994 by $31,014,000 and for the year ended May 31, 1994 by
$40,976,000. Without nonrecurring items, earnings would have been inadequate to
cover combined fixed charges and preference dividends for the nine months ended
September 30, 1998 by $34,022,000, for the years ended December 31, 1998, 1997
and 1995 by $42,438,000, $15,575,000 and $10,723,000, respectively, for the
seven months ended December 31, 1994 by $30,030,000 and for the year ended May
31, 1994 by $51,415,000.
<TABLE>
<CAPTION>
SEVEN
NINE MONTHS MONTHS YEAR
ENDED ENDED ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31, DEC. 31, MAY 31,
---------------------------- ---------------------------------------
1999 1998 1998 1997 1996 1995 1994 1994
------------- ------------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges 2.2x (a) (a) (a) (a) 1.1x (a) (a)
Ratio of earnings to
combined fixed
charges and
preference dividends 1.5x (b) (b) (b) (b) 1.0x (b) (b)
</TABLE>
For purposes of computing the ratio of earnings to fixed charges:
- "earnings" consists of the following:
- earnings (loss) from continuing operations before income taxes, minority
interest and extraordinary items, plus
- fixed charges, less
- capitalized interest, less
- preference share dividend requirements of subsidiaries adjusted to a
pretax basis, and less
- undistributed earnings (loss)of affiliates whose debt is not guaranteed by
us.
and
- "fixed charges" consists of interest charges and preference share
dividend requirements of subsidiaries, adjusted to a pretax basis.
To compute the ratio of earnings to combined fixed charges and preference
dividends, we added the preference share dividend requirements at the parent
company level to the denominator.
THE SECURITIES
We intend to sell our securities from time to time. These securities may
include the following, in each case, as specified by us at the time of offering:
(1) debt securities, comprising senior debt securities, senior subordinated debt
securities and subordinated debt securities, each of which may be convertible
into ordinary shares or preference shares, (2) preference shares, (3) depositary
shares representing preference shares, (4) ordinary shares, and (5) warrants to
purchase debt securities, preference shares or ordinary shares.
We will offer the securities to the public on terms determined by market
conditions at the time of sale and set forth in a prospectus supplement or term
sheet relating to the specific issue of securities.
We will offer the securities described in this prospectus either separately
or together in one or more series of up to $250,000,000 aggregate public
offering price or its equivalent in foreign currencies or units of two or more
currencies, based on the applicable exchange rate at the time of the offering,
as we shall designate at the time of the offering.
DESCRIPTION OF DEBT SECURITIES
The following description is a summary of the material provisions of the
indentures. It does not restate those agreements in their entireties. We urge
you to read these indentures because they, and not this description, will define
your rights as holders of the debt securities.
GENERAL
The debt securities we may offer will be our unsecured general obligations.
The debt securities may be senior debt securities, senior subordinated debt
securities or subordinated debt securities. The debt securities will be issued
under an indenture between us and a trustee that we will name in the applicable
prospectus supplement.
We have described below some general terms that may apply to the debt
securities we may offer. We will describe the particular terms of any debt
securities we offer to you in the prospectus supplement relating to the specific
series of debt securities being offered.
The indentures for the senior debt securities, the senior subordinated debt
securities and the subordinated debt securities are substantially identical,
except for provisions relating to subordination. The following summary of some
provisions of the indentures is not complete. You should refer to the
indentures, which are attached as exhibits to the registration statement of
which this prospectus is a part. Section references below are to the sections in
the applicable indenture.
Each indenture provides that we may issue debt securities up to the
principal amount we authorize from time to time. The senior debt securities will
be unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The senior subordinated debt securities will be subordinate
and junior in right of payment to all senior indebtedness, but will be senior to
any of our other indebtedness that is neither senior indebtedness nor senior
subordinated indebtedness. For a definition of "senior indebtedness" see "--
Provisions Applicable only to Senior Subordinated Debt Securities and
Subordinated Debt Securities -- Subordination" below. The subordinated debt
securities will be unsecured and will be subordinated and junior to all senior
indebtedness.
We may issue the debt securities in one or more separate series of senior
debt securities, senior subordinated debt securities and/or subordinated debt
securities. We will specify in the prospectus supplement relating to a
particular series of debt securities being offered the particular amounts,
prices and terms of those debt securities. These terms may include:
- the title and type of the debt securities;
- any limit on the aggregate principal amount or aggregate initial offering
price of the debt securities;
- the purchase price of the debt securities;
- the dates on which the principal of the debt securities will be payable
and the amount payable upon acceleration;
- the interest rates of the debt securities, including the interest rates,
if any, applicable to overdue payments, or the method for determining
interest rates, the dates from which interest will accrue, and the
interest payment dates for the debt securities;
- any provision relating to the issuance of the debt securities at an
original issue discount;
- the places where and the manner in which payments may be made on the debt
securities and the places where you may present the debt securities
for transfer;
- any mandatory or optional redemption provisions applicable to the debt
securities;
- any sinking fund or similar provisions applicable to the debt securities;
- the authorized denominations of the debt securities, if other than $1,000
and integral multiples of $1,000;
- if denominated in a currency other than U.S. dollars, the currency or
currencies, including the euro or other composite currencies, in which
payments on the debt securities will be payable. Currencies may be
different for principal, premium and interest payments;
- any conversion or exchange provisions applicable to the debt securities;
- the name of the trustee;
- any deleted, modified or additional events of default or remedies
or additional covenants applicable to the debt securities, if not
described in this prospectus; and
- any other specific terms of the debt securities.
Debt securities may bear interest at a fixed or a floating rate. In
addition, we may issue some of the debt securities as original issue discount
debt securities. Original issue discount debt securities bear no interest or
bear interest at below-market rates and will be sold at a discount below their
stated principal amount. The applicable prospectus supplement will contain any
special tax, accounting or other information relating to original issue discount
debt securities. If we offer other kinds of debt securities, including debt
securities linked to an index or payable in currencies other than U.S. dollars,
the prospectus supplement relating to those debt securities will also contain
any special tax, accounting or other information relating to those debt
securities.
When we determine whether holders of the requisite aggregate principal
amount of outstanding debt securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver under the
indentures, we will deem as outstanding for this purpose the principal amounts
of the relevant original issue discount debt securities that are due and payable
as of the date of determination upon acceleration.
We will issue the debt securities only in fully registered form and in
denominations of $1,000 and any integral multiple thereof (Section 2.7). The
indentures permit us to issue debt securities of a series in definitive,
certificated form or in global form. You will not be required to pay a service
charge for any transfer or exchange of debt securities, but we may require the
relevant holder to pay any taxes or other governmental charges (Section 2.8).
Unless otherwise specified in the applicable prospectus supplement, we will
pay principal of, and premium and interest, if any, on the debt securities at
the office of the trustee designated in the indenture. You may also make
transfers or exchanges of debt securities at that location. We also have the
right to pay interest on any debt securities by check mailed to the registered
holders of the debt securities at their registered addresses. In connection with
any payment on a debt security, we may require the holder to certify information
to the trustee. In the absence of that certification, we may rely on any legal
presumption to enable us to determine our responsibilities, if any, to deduct or
withhold taxes, assessments or governmental charges from the payment.
Unless otherwise specified in the applicable prospectus supplement, none of
the indentures limits our ability to pay dividends or acquire our shares. In
addition, unless otherwise specified in the applicable prospectus supplement,
none of the indentures limits the amount of debt securities that may be issued
thereunder nor do they provide you with any special protection if we are
involved in a highly leveraged transaction, recapitalization or restructuring.
We may issue debt securities upon the exercise of warrants issued with
other debt securities or upon exchange or conversion of exchangeable or
convertible debt securities. The applicable prospectus supplement will describe
the specific terms of any of those warrants or exchangeable or convertible
securities. It will also describe the specific terms of the debt securities
issuable upon the exercise, exchange or conversion of those securities. See
"Description of Warrants" below.
Events of Default. Unless otherwise defined in the applicable prospectus
supplement, an event of default is defined in each indenture with respect to any
series of debt securities as any one of the following events:
(1) default in the payment of principal of, or premium, if any, on any debt
security of that series when due;
(2) default in the payment of interest on any debt security of that series and
the default continues for 30 days;
(3) default in the payment or satisfaction of any sinking fund payment or
other purchase obligation with respect to that series when due;
(4) we fail to perform any of the other covenants in the indenture
applicable to that series for 90 days after proper notice;
(5)(A) we fail to pay other indebtedness for money borrowed at the later of
final maturity or the expiration of any applicable grace period or (B)
the maturity of other indebtedness for money borrowed by us is accelerated,
if in the case of either (A) or (B) the total principal amount of the
indebtedness exceeds $20,000,000 and if we do not obtain the rescission or
annulment of the default or acceleration within 20 days after due
notice;
(6) certain events of bankruptcy, insolvency or reorganization of Triton;
and
(7) any other event of default specified with respect to debt securities of
that series (Section 5.1).
If any event of default with respect to debt securities of any series
occurs and is continuing, either the trustee or holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series may
declare the principal amount of all debt securities of that series to be due and
payable immediately. If the event of default is an event of bankruptcy, holders
are not required to declare an acceleration and acceleration is automatic.
Subject to certain conditions, the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series may annul the
declaration and waive past defaults except uncured payment defaults and certain
other specified defaults (Section 5.1).
We will describe in the applicable prospectus supplement any particular
provisions relating to the acceleration of the maturity of a portion of the
principal amount of original issue discount debt securities upon an event of
default.
Each of the indentures provides that no holder of any series of debt
securities may sue us or otherwise bring an action against us to enforce the
indenture, unless (1) the holder had previously notified the trustee of the
default, (2) the holders of at least 25% in aggregate principal amount of that
series of debt securities then outstanding have requested the trustee to sue us
or otherwise bring an action against us to enforce the indenture and have
offered to indemnify the trustee and (3) the trustee for 60 days after its
receipt of the notice, request and offer of indemnity shall have neglected or
refused to institute the suit or proceeding. The right of a holder of any debt
security to receive payment of the principal of, and premium or interest, if
any, on the debt security, on or after the due dates, or to institute a suit for
the enforcement of payment cannot be impaired or affected without the holder's
consent, except in the case of holders of senior subordinated debt securities
and subordinated debt securities (Section 5.4). The rights of holders of senior
subordinated debt securities and subordinated debt securities may be limited by
the subordination provisions of their indentures, which are described under "--
Provisions Applicable Only to Senior Subordinated Debt Securities and
Subordinated Debt Securities -- Subordination" below.
The indentures provide that the holders of a majority in aggregate
principal amount of any series of debt securities then outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any of the trustee's powers with respect to that
series. The trustee will not be required to follow those directions if the
trustee determines that the action or proceeding is unlawful or would involve
the trustee in personal liability (Section 5.7).
We are required under each indenture to file annually with the trustee a
certificate of no default, or specifying any default that exists (Section 4.3).
Defeasance and Covenant Defeasance. Each of the indentures contains a
provision that permits us to elect either or both of
(1) Defeasance - defeasance would discharge us from all of our obligations
with respect to any debt securities of that series then outstanding and
terminate substantially all of our obligations and the holders' rights under the
indenture, except our obligation to permit the transfer of the debt securities,
to replace lost and destroyed certificates, and to maintain an office for
notice, and the holders' right to receive payments at the stated maturity dates,
and
(2) Covenant Defeasance - covenant defeasance would release us from our
obligations under the restrictive covenants in the indenture and from the
consequences of an event of default resulting from a breach of those covenants
or a cross-default (Article Ten). Currently, only the senior indenture contains
a restrictive covenant, and it restricts our ability to permit liens on our
assets. The applicable prospectus supplement will describe covenants pertaining
to debt securities that would be subject to covenant defeasance.
To elect defeasance or covenant defeasance, we must deposit in trust with
the trustee money and/or U.S. government obligations which by their terms will
provide sufficient money, without reinvestment, to repay in full those debt
securities. The U.S. government obligations we could use for this purpose are
(1) direct obligations of the United States or of an agency or instrumentality
of the United States, in either case that is or is guaranteed as a full faith
and credit obligation of the United States and that is not redeemable by the
issuer and (2) certain depository receipts with respect to these types of U.S.
government obligations.
As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of the debt securities will not
recognize income, gain or loss for federal income tax purposes as a result of
the defeasance or covenant defeasance. The opinion must also state that the
holders of debt securities will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
defeasance or covenant defeasance had not occurred. The opinion, in the case of
defeasance, but not covenant defeasance, must refer to and be based upon a
ruling issued to us by the Internal Revenue Service or published as a revenue
ruling or upon a change in applicable federal income tax law (Section 10.1).
If we exercise our defeasance option, the holders could not accelerate
payment of those debt securities because of any event of default. We may
exercise our defeasance option with respect to a particular series of debt
securities even if we previously had exercised our covenant defeasance option.
If we exercise our covenant defeasance option with respect to a particular
series of debt securities, then even if there were a default under the related
covenant, the holders of those debt securities could not accelerate the maturity
of the securities. If we exercise our covenant defeasance option and an
acceleration were to occur, the value at the acceleration date of the money and
U.S. government obligations in the defeasance trust holders receive could be
less than the principal and interest then due on those debt securities. This is
because the required deposit of money and/or U.S. government obligations in the
defeasance trust is based upon scheduled cash flows rather than market value,
which will vary depending upon interest rates and other factors.
Modification of the Indentures. We and the trustee for any series of debt
securities may modify the applicable indenture or any supplemental indenture for
that series with the consent of the holders of at least a majority in principal
amount of the series of outstanding debt securities affected by the
modification. However, without the consent of each affected holder, we may not
modify the indenture or supplemental indenture to:
- extend the stated maturity of any debt security;
- reduce the principal amount of or premium, if any, on any debt security;
- reduce the rate or extend the time of payment of interest on any debt
security;
- change the currency or currencies in which any debt security is payable;
- reduce the percentage of holders of outstanding debt securities of
any series required to consent to any modification, amendment or waiver
under the indenture;
- reduce or alter the computation method of any amount payable on
redemption, repayment or purchase by us;
- reduce the principal of any original issue discount debt security payable
upon acceleration or provable in bankruptcy;
- impair or affect the holders' right to institute suit for the
enforcement of any payment, or if applicable, adversely affect any right
any holder may have for prepayment; or
- change the provisions in the indenture that relate to its modification or
amendment (Section 8.2).
We and the applicable trustee may enter into supplemental indentures
without the consent of the holders of the debt securities to, among others:
- evidence the assumption by a successor entity of our obligations under the
applicable indenture;
- add covenants or new events of default for the holders' protection;
- secure the debt securities; and
- modify existing covenants and events of default solely with respect to, or
add new covenants and events of default that only apply to, debt
securities that are not yet issued and outstanding on the date of the
supplemental indenture (Section 8.1).
Consolidation, Merger and Sale of Assets. Unless otherwise specified in the
applicable prospectus supplement, we may consolidate with or merge into any
other person or transfer, exchange or dispose of all or substantially all of our
assets to another person without the consent of the holders of any debt
securities, provided that:
(1) the successor is a corporation or partnership organized under U.S. or
Cayman Islands law;
(2) the successor person, if not Triton, assumes our obligations on the debt
securities and under the indentures;
(3) after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time or both, would become an event
of default, shall have occurred and be continuing; and
(4) we, or the successor person, if not Triton, deliver to the trustee a
certificate of an officer and a legal opinion to the effect that
the consolidation, merger or sale, and the assumption by the successor,
complies with the indenture (Section 9.1).
Additional Amounts for Taxes. We will make all payments on the debt
securities without deduction or withholding for withholding taxes, levies or
other charges imposed by the Cayman Islands. If in the future, the Cayman
Islands imposes any requirement for deducting or withholding any taxes, levies
or other charges, we will add to any payments of principal, and premium and
interest, if any, an amount that will result in the net amounts paid to you or
the trustee, as the case may be, being equal to the amounts of principal, and
premium and interest, if any, to which you are entitled under the terms of the
debt securities and the applicable indenture.
We will not be required to pay these additional amounts for taxes to you
if:
- the tax, levy, or other charge is imposed because you (or a fiduciary,
settlor, beneficiary of, member or shareholder of, yours, if applicable)
are a domiciliary, national or resident of, or engage in business or
maintain a permanent establishment or are physically present in, the
Cayman Islands or otherwise having some connection with the Cayman Islands
other than the holding or owning the debt securities, or
- you present your debt securities for payment, if presentation is required,
more than 30 days after the date payment was due or was provided for,
whichever is later.
Also, we will not be required to pay additional amounts for the following types
of taxes, levies or charges:
- estate, inheritance, gift, sales, transfer, excise, personal property or
similar taxes, levies or charges;
- taxes, levies or charges that are not payable by withholding from our
payment of principal, and premium and interest, if any; or
- taxes, levies or charges that are imposed due to a failure by you to comply
with any reporting requirements, if any, concerning your nationality,
residence, identity or connections with the relevant tax authority.
In addition, if you are a fiduciary or a partnership, we will not pay you
additional amounts for taxes to the extent that we would not be required to pay
any additional amounts to your beneficiary or settlor, or partner or other
beneficial owner, if they were the holder of the debt securities.
PROVISIONS APPLICABLE ONLY TO SENIOR DEBT SECURITIES
The senior debt securities will be direct, unsecured general obligations of
Triton and will constitute senior indebtedness of Triton. These securities will
have the same rank as our other senior indebtedness. For a definition of "senior
indebtedness" see "-- Provisions Applicable only to Senior Subordinated Debt
Securities and Subordinated Debt Securities -- Subordination" below.
Limitations on Liens. As long as any senior debt securities are
outstanding, the senior indenture provides that we may not, and may not allow
any restricted subsidiary to, pledge, mortgage or grant a security interest in,
or permit any mortgage, pledge, security interest or other lien upon, any
property or assets owned by us or any restricted subsidiary to secure any debt,
unless we also provide any outstanding senior debt securities with an equal and
ratable security interest (Section 3.6). A subsidiary is a "restricted
subsidiary" if it owns or leases any property or interest that we consider to be
capable of producing oil or gas or minerals in commercial quantities, owns or
leases any processing or manufacturing plant or pipeline that is material to our
business, or if our board of directors designates it as a restricted subsidiary.
This limitation will not apply to or restrict the following:
- any mortgage, pledge, security interest or other lien on any asset that is
in existence at the time we issue the senior debt securities;
- any mortgage, pledge, security interest or other lien on any asset created
at the time we or any restricted subsidiary acquires the asset, or
within one year after we or any restricted subsidiary acquires the
asset, in order to finance all or a portion of the purchase price
for the asset;
- any mortgage, pledge, security interest or other lien on any asset that is
in existence atthe time we or any restricted subsidiary acquires the asset;
- any mortgage, pledge, security interest or other lien on any asset of an
entity that is in existence at the time the entity becomes a
restricted subsidiary after the date of the senior indenture;
- any mortgage, pledge, security interest or other lien on any asset arising
in connection with a transfer by us or any restricted subsidiary of a
production payment;
- any mortgage, pledge, security interest or other lien on property that
secures (1) the cost of exploration, drilling or development of the
property, (2) the cost of acquiring, constructing, or improving the
property, or (3) indebtedness incurred by us or any restricted subsidiary
to provide funds for any of these activities;
- any mortgage, pledge, security interest or other lien with respect to crude
oil, natural gas or other petroleum hydrocarbons in place for a period of
time until the transferee realizes a specified amount of money or quantity
of crude oil, natural gas or other petroleum hydrocarbons;
- any mortgage, pledge, security interest or other lien required by any
contract or statute in order to permit us or any restricted
subsidiary to perform a contract made with or at the request of a
government or governmental agency, or to secure partial, progress,
advance or other payments by the government or governmental agency to us
or any restricted subsidiary pursuant to the provisions of any contract
or statute;
- any mortgage, pledge, security interest or other lien in our favor or in
favor of any restricted subsidiary;
- any mortgage, pledge, security interest or other lien created or assumed by
us or any restricted subsidiary in connection with the issuance of
debt securities the interest on which is excludable from the taxable gross
income of the holder of the security for the purpose of financing, in
whole or in part, the acquisition or construction of property or assets
to be used by us or a subsidiary;
- any extension, renewal or refunding of any mortgage, pledge, security
interest or other lien described in the foregoing on substantially the
same property or assets;
- the mortgage, pledge, security interest or other lien that would arise if
we were to deposit funds or securities to defease any of our or
our subsidiaries' indebtedness;
- any mortgage, pledge, security interest or other lien securing indebtedness
under hedging obligations or contracts otherwise permitted under the
senior indenture; or
- any mortgage, pledge, security interest or other lien securing any
indebtedness in an amount which, together with all other secured
indebtedness that is not otherwise permitted by the foregoing, does not
at the time of the incurrence of the secured indebtedness exceed 20%
of our consolidated net tangible assets. "Consolidated net tangible
assets" means the total assets included on our most recent balance
sheet, consolidating only restricted subsidiaries, less reserves and
other properly deductible items and after deducting current liabilities
and goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other similar intangibles, all in accordance with
generally accepted accounting principles consistently applied.
In addition, this limitation will not apply to or restrict certain
mortgages, pledges, security interests or other liens that arise in the ordinary
course of the international oil and gas business, such as the following:
- taxes, assessments, governmental charges or levies on our property or any
restricted subsidiary's property if we are contesting them in good faith
or if they are not delinquent and can be paid without penalty;
- carriers', warehousemen's, landlords' and mechanics' liens and other
similar liens that secure obligations that we are contesting in good faith
or if the obligations are less than 60 days past due;
- pledges or deposits under worker's compensation laws, unemployment
insurance, old age pensions, or other social security or retirement
benefits, or similar legislation;
- utility easements, building restrictions or other encumbrances or charges
against real property that do not materially affect its
marketability or interfere with our usage of it;
- those that arise under operating or similar agreements for obligations
that are not yet due or that we are contesting in good faith;
- reserves for oil, gas and/or mineral leases, production sharing contracts
and petroleum concession agreements and licenses for bonus or rental
payments and for compliance with the terms in these documents;
- those that arise pursuant to agreements that are customary in the oil, gas
and other mineral exploration, development and production business and
in the business of processing of gas and gas condensate production for
the extraction of products therefrom;
- those imposed on personal property, excluding any restricted subsidiary's
capital stock, to secure our or any restricted subsidiary's indebtedness,
other than indebtedness that will mature or is renewable on a date more
than one year after original incurrence; and
- those imposed by law or order as a result of any court or regulatory body
proceeding that we are contesting in good faith or judgement liens or
other court-ordered awards or settlements as to which we have not
exhausted our appellate rights.
PROVISIONS APPLICABLE ONLY TO SENIOR SUBORDINATED DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES
The senior subordinated debt securities and subordinated debt securities
will be direct, unsecured general obligations of Triton. The senior subordinated
debt securities will be subordinate and junior in right of payment, to the
extent set forth in the senior subordinated indenture, to all senior
indebtedness, but will be senior to any indebtedness that is neither senior
indebtedness nor senior subordinated indebtedness . The subordinated debt
securities will be subordinate and junior in right of payment, to the extent set
forth in the subordinated indenture, to all senior indebtedness. The senior
subordinated indenture and subordinated indenture do not limit the amount of
indebtedness, including senior indebtedness and senior subordinated
indebtedness, we may incur. As of ______________, 1999, senior indebtedness
totaled approximately $___ million.
Subordination. The senior subordinated indenture and subordinated indenture
define "senior indebtedness" to mean, as to any series of debt securities
constituting senior subordinated debt securities or subordinated debt
securities, the principal of, and premium and interest, if any, on all
indebtedness for money borrowed by us, or money borrowed by another person that
we have guaranteed, whether outstanding on the date the indenture became
effective or created, assumed or incurred after that date, except indebtedness
that is stated to be inferior to or to have the same rank as that series of debt
securities. Senior indebtedness does not include our other indebtedness that is
expressly stated to have the same rank as the senior subordinated debt
securities or subordinated debt securities or to rank junior to the senior
subordinated debt securities or subordinated debt securities. Senior
indebtedness does not include trade payables, any indebtedness we may owe to any
of our wholly-owned subsidiaries, or interest accruing after certain events of
bankruptcy or insolvency unless the interest is an allowed claim under federal
or state bankruptcy laws.
Under the senior subordinated indenture and the subordinated indenture, we
may not make any payment on the senior subordinated debt securities or
subordinated debt securities in the event:
- we have failed to make full payment of all amounts of principal, and
premium and interest, if any, due on all senior indebtedness; or
- there shall exist and be continuing any other event of default on any
senior indebtedness and the maturity of that senior indebtedness has
been accelerated (Sections 13.1 and 13.4 of the senior subordinated debt
indenture and Sections 13.1 and 13.4 of the subordinated debt
indenture).
If any other default under senior indebtedness occurs that would permit its
acceleration, or if any other default under senior indebtedness occurs and any
applicable grace period expires, then the holders of senior indebtedness may
prohibit any payment on the senior subordinated debt securities or subordinated
debt securities for up to 179 days.
Upon our dissolution, winding-up, liquidation or reorganization, we must
pay to the holders of senior indebtedness the full amounts of principal of, and
premium and interest, if any, on that senior indebtedness before any payment or
distribution is made on the senior subordinated debt securities or subordinated
debt securities (Section 13.1 of the senior subordinated debt indenture and
Section 13.1 of the subordinated debt indenture).
GLOBAL DEBT SECURITIES
Rather than issue definitive certificates to purchasers of our debt
securities, we may issue certain series of debt securities as global debt
securities and deposit them with a depositary with respect to that series
(Section 2.8). Unless otherwise indicated in the applicable prospectus
supplement, the following is a summary of the depository arrangements applicable
to debt securities issued in global form and for which The Depositary Trust
Company ("DTC") acts as depositary.
We will deposit each global debt security with, or on behalf of, DTC, as
depositary, or its nominee and register the global debt security in the name of
a nominee of DTC. DTC has advised us that upon the issuance and deposit of the
global debt security with DTC, DTC will immediately credit, on its book-entry
registration and transfer system, the principal amounts represented by that
global debt security to the accounts of its participants. Except under the
limited circumstances described below, global debt securities are not
exchangeable for definitive, certificated debt securities.
Only institutions that have accounts with DTC or its nominee or persons
that may hold interests through DTC participants may own beneficial interests in
a global debt security. DTC will maintain records reflecting ownership of
beneficial interests by DTC participants in the global debt securities and
transfers of those interests. DTC participants will maintain records evidencing
ownership of beneficial interests in the global debt securities by persons that
hold through those DTC participants and transfers of those interests within
those participants.
DTC has no knowledge of the actual beneficial owners of the debt
securities. DTC will not issue any written confirmation of a purchase of
beneficial interests in a global debt security, but we expect that the relevant
DTC participant will issue written confirmations providing details of the
transaction, as well as periodic statements of a purchaser's holdings. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of those securities in definitive, certificated form. Those
laws may impair an owner's ability to transfer beneficial interests in a global
debt security.
We will make payment of principal of, and premium and interest, if any, on,
debt securities represented by a global debt security to DTC or its nominee, as
the case may be, as the registered owner and holder of the global debt security
representing those debt securities. DTC has advised us that upon receipt of any
payment of principal of, or premium and interest, if any, on, a global debt
security, DTC will immediately credit accounts of DTC participants with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of that global debt security, as shown in the records of DTC.
Standing instructions and customary practices will govern payments by DTC
participants to owners of beneficial interests in a global debt security held
through those participants, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name". Those
payments will be the sole responsibility of those DTC participants, subject to
any statutory or regulatory requirements that may be in effect from time to
time.
Neither we, the trustee nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any DTC
participant relating to, or payments made on account of, beneficial interests in
a global debt security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any DTC participant relating to those beneficial
interests.
A global debt security is exchangeable for definitive debt securities
registered in the name of a person other than DTC or its nominee only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
for that global debt security or DTC ceases to be registered
under the Securities Exchange Act of 1934;
- we determine in our discretion that the global debt security will be
exchangeable for definitive debt securities in registered form; or
- there shall have occurred and be continuing an event of default or an event
which, with notice or the lapse of time or both, would constitute an
event of default under the debt securities.
If a global debt security becomes exchangeable for definitive debt
securities as described in the preceding sentence, it will be exchangeable in
whole for definitive, certificated debt securities in registered form, of like
tenor and of an equal aggregate principal amount as the global debt security, in
denominations of $1,000 and integral multiples of $1,000 or other denominations
specified in the applicable prospectus supplement.
The registrar will register the definitive debt securities in the name or
names instructed by DTC. We expect that DTC will base its instructions on
directions it receives from its participants with respect to ownership of
beneficial interests in the global debt security. We will make payment of any
principal of, and premium and interest, if any, on the definitive debt
securities and will register transfers and exchanges of those definitive debt
securities at the corporate trust office of the trustee . However, we may elect
to pay interest by check mailed to the address of the person entitled to that
interest payment as of the record date, as shown on the register for the debt
securities.
Except as provided above, an owner of a beneficial interest in a global
debt security will not be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the holder of debt
securities for any purpose under the applicable indenture. No global debt
security will be exchangeable except for another global debt security of like
denomination and tenor to be registered in the name of DTC or its nominee.
Accordingly, the owner of a beneficial interest in a global debt security must
rely on the procedures of DTC and the DTC participant through which the owner
owns his interest to exercise any rights of a holder under the global debt
security or the applicable indenture.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
debt security desires to take any action that a holder is entitled to take under
the debt securities or the indentures, DTC would authorize its participants
holding the relevant beneficial interests to take that action, and those DTC
participants would authorize beneficial owners owning through those participants
to take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Securities Exchange Act of
1934. DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its participants
in those securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a DTC participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
DTC's management is aware that some computer applications, systems, and the
like for processing data that are dependent upon calendar dates, including dates
before, on and after January 1, 2000, may encounter "Year 2000" problems. DTC
has informed its participants and other members of the financial community that
it has developed and is implementing a program so that its computer systems, as
they relate to the timely payment of distributions to securityholders,
book-entry deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which DTC expects to complete within appropriate time frames.
However, DTC's ability to perform its services properly is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or the provision of
services, including telecommunications and electrical utility service providers,
among others. DTC has informed the financial community that it is contacting,
and will continue to contact, third party vendors from whom DTC acquires
services to impress upon them the importance of their services being Year 2000
compliant, and to determine the extent of their efforts for Year 2000
remediation and, as appropriate, testing of their services. In addition, DTC is
in the process of developing contingency plans.
According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is not
intended to serve as a representation, warranty or contract modification of any
kind.
INFORMATION CONCERNING THE TRUSTEE
We may maintain deposits and conduct other banking transactions with the
trustee in the ordinary course of business and the trustee may serve as trustee
with respect to other series of debt securities. We will set forth in the
applicable prospectus supplement information concerning the trustee.
DESCRIPTION OF SHARE CAPITAL
PREFERENCE SHARES
We are authorized by our memorandum and articles of association to issue up
to 20,000,000 preference shares, $.01 par value per share, in one or more
classes or series without shareholder action. If we issue a class or series of
preference shares, we can determine the number of shares of each class or
series, and the rights, preferences and limitations of each class or series, at
the time we issue the shares. We may also amend our memorandum and articles of
association to increase the number of authorized preference shares in a manner
permitted by our memorandum and articles of association and Cayman Islands law.
As of the date of this prospectus, we have two series of preference shares
outstanding. As of _________, 1999, ________ shares of 8% Convertible
Preference Shares and ______ shares of 5% Convertible Preference Shares were
outstanding. The terms of these preference shares are described below under
"Outstanding Preference Shares".
Under our shareholders agreement with HM4 Triton, L.P., we may not
authorize or create any shares that would rank equal to or senior to the 8%
Convertible Preference Shares as to dividend or liquidation rights without HM4
Triton, L.P.'s consent. As of _________, 1999, HM4 Triton, L.P. owned
approximately ____% of the 8% Convertible Preference Shares. See "-- Outstanding
Preference Shares -- Shareholders Agreement" below.
We may not issue shares that would rank senior to the 5% Convertible
Preference Shares in dividend or liquidation rights without the approval of the
holders of least two-thirds of the outstanding 5% Convertible Preference Shares
unless we issue the shares wholly for cash consideration.
We will describe the particular terms of any series of preference shares
being offered in the prospectus supplement relating to that series of preference
shares. Those terms may include:
- the number of shares we are offering;
- the title and liquidation preference per share;
- the purchase price;
- the dividend rate or method for determining that rate;
- the dates on which we will pay dividends;
- whether dividends will be cumulative and, if cumulative, the dates from
which dividends will begin to accumulate;
- any applicable redemption, retirement or sinking fund provisions;
- any applicable voting rights;
- any applicable provisions for the conversion of the shares offered into,
or for the exchange of the shares for, shares of any other class or
series of share capital of Triton or another corporation or any series
of any other class or classes, or of any other series of the
same class;
- whether we have elected to offer depositary shares with respect to that
series of preference shares; and
- any additional dividend, liquidation, redemption, retirement, sinking fund
and other rights, qualifications, limitations, and restrictions applicable
to that series of preference shares.
You should refer to the resolutions relating to the series of the
preference shares being offered for the complete terms of those preference
shares. We will file those resolutions with the SEC promptly before the offering
of the preference shares.
OUTSTANDING PREFERENCE SHARES
The following summary of certain provisions of the resolutions establishing
the terms of the outstanding preference shares is not complete. You should refer
to the resolutions, copies of which are exhibits to our 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."
8% Convertible Preference Shares
Dividends. We are required to pay dividends on the 8% Convertible
---------
Preference Shares semi-annually at the rate of 8% per year of the stated value
----
of $70 per share for each semi-annual dividend period ending on June 30 and
December 31 of each year. The first dividend period was the period ending on
June 30, 1999. Dividends on the 8% Convertible Preference Shares are cumulative.
We are required to pay dividends on the 8% Convertible Preference Shares no
later than five days after the end of a dividend period. We can choose to pay
dividends in cash or in additional 8% Convertible Preference Shares. If
dividends are not paid in cash or in additional shares on a scheduled dividend
payment date, all accumulated but unpaid dividends will be added to the stated
value of the 8% Convertible Preference Shares outstanding, and future dividends
will accumulate and be paid based on the stated value, as adjusted.
The 8% Convertible Preference Shares have priority as to dividends over
ordinary shares, the 5% Convertible Preference Shares and any other Triton
shares ranking junior as to dividends to the 8% Convertible Preference Shares.
We may not pay a dividend or other distribution on any ordinary shares or other
shares ranking junior to the 8% Convertible Preference Shares unless all
accumulated and unpaid dividends on the 8% Convertible Preference Shares have
been paid. If we do not pay in full any accrued dividends on the 8% Convertible
Preference Shares or on any shares ranking equal to the 8% Convertible
Preference Shares as to dividends, we must pay the dividends on the 8%
Convertible Preference Shares and those equally-ranked shares so that the amount
of dividends declared per share on the 8% Convertible Preference Shares and the
equally-ranked shares will bear the same ratio that accrued and unpaid dividends
per share on the 8% Convertible Preference Shares and the equally-ranked shares
bear to each other.
So long as the 8% Convertible Preference Shares are outstanding, we may not
redeem or purchase any ordinary shares or any Triton shares ranking junior to
the 8% Convertible Preference Shares as to dividend or liquidation rights unless
(1) we have paid, or concurrently pay, full dividends on all outstanding 8%
Convertible Preference Shares and any other shares ranking equal to the 8%
Convertible Preference Shares as to dividends and (2) we pay or set aside cash
or additional shares of 8% Convertible Preference Shares in amounts sufficient
to pay the dividend for the current dividend period. In any event, we may
purchase or acquire ordinary shares or shares ranking junior to the 8%
Convertible Preference Shares as to dividend or liquidation rights either (A)
pursuant to an employee or director incentive or benefit plan or arrangement or
(B) in exchange solely for junior shares.
So long as the 8% Convertible Preference Shares are outstanding, we may not
redeem or purchase any Triton shares ranking equal to the 8% Convertible
Preference Shares as to dividend or liquidation rights, or make any
distributions as to these shares, unless we have paid, or concurrently pay, full
dividends on all outstanding 8% Convertible Preference Shares.
Conversion. Holders of 8% Convertible Preference Shares have the right to
----------
convert their 8% Convertible Preference Shares into ordinary shares at any time
before redemption at the conversion price in effect at the time of conversion.
The current conversion price is $17.50 per ordinary share so that each 8%
Convertible Preference Share is convertible into four ordinary shares. Upon the
conversion of 8% Convertible Preference Shares, the holder is also entitled to
receive an amount in cash equal to all accumulated and unpaid dividends on the
8% Convertible Preference Shares converted through the effective date of
conversion.
If we take any of the actions specified below, the conversion price of the
8% Convertible Preference Shares will be automatically adjusted to make the
holders of the 8% Convertible Preference Shares whole. The following actions
will result in an adjustment to the conversion price:
- If we pay a dividend or make a distribution in ordinary shares or other
capital shares that are convertible into or exercisable or
exchangeable for ordinary shares,
- If we (1) subdivide our outstanding ordinary shares into a greater number
of shares, (2) combine our outstanding ordinary shares into a smaller
number of shares or (3) issue any capital shares by reclassification
of our ordinary shares,
- If we issue ordinary shares or any security convertible or exchangeable for
ordinary shares at a price less than the then current market price
of the ordinary shares, except pursuant to management incentive plans or
employee stock compensation plans,
- If we issue rights, options, warrants or other instruments to all holders
of ordinary shares or any other class or series of our capital shares
entitling them to subscribe for or purchase ordinary shares at a price per
share less than the then current market price of the ordinary shares,
and
- If we distribute to all holders of ordinary shares assets or securities
other than those described above, including debt securities.
Redemption. We cannot redeem the 8% Convertible Preference Shares before
----------
September 30, 2001. Beginning September 30, 2001, we can redeem all, but not
less than all, of the outstanding 8% Convertible Preference Shares if the
average market value of the ordinary shares as calculated below is above certain
market values. The redemption price is equal to $70 per share, plus an amount
equal to all accumulated but unpaid dividends, and is payable in cash.
The average market value is determined by averaging the closing price of
the ordinary shares for the 20 trading days preceding the delivery of the notice
of redemption. We may only redeem the 8% Convertible Preference Shares if this
average market value exceeds the average market value corresponding to the
six-month period set forth below:
Redemption Notice Given on the Six Months Ending: Average Market Value
March 31, 2002 $28.54
September 30, 2002 31.14
March 31, 2003 34.20
September 30, 2003 37.58
March 31, 2004 32.57
September 30, 2004 34.97
March 31, 2005 37.60
Beginning April 1, 2005, the minimum average market value will be increased
every six months to reflect an internal rate of return of 20% assuming a holder
purchased 8% Convertible Preference Shares on September 30, 1998. The minimum
average market values set forth above will be adjusted in the event of any
combination, subdivision or reclassification of ordinary shares, or any similar
event.
Liquidation Rights. The liquidation preference of the 8% Convertible
-------------------
Preference Shares is $70 per share, plus accumulated and unpaid dividends.
Voting Rights. The holders of the 8% Convertible Preference Shares
--------------
generally vote with the holders of the ordinary shares on all matters brought
before our shareholders. In addition, the holders of the 8% Convertible
Preference Shares will be entitled to elect two directors of Triton if we do not
pay dividends on the 8% Convertible Preference Shares under certain
circumstances.
The rights of the 8% Convertible Preference Shares may not be varied
without the consent of the holders of at least two thirds of the 8% Convertible
Preference Shares represented in person or by proxy at a duly convened meeting,
voting separately as a class. We cannot create a class of equity securities
ranking senior to the 8% Convertible Preference Shares as to dividend or
liquidation rights, other than out of our existing authorized shares of "blank
check" preference shares, or adopt charter amendments materially adversely
affecting the rights of the 8% Convertible Preference Shares, without the
consent of the holders of at least two-thirds of the outstanding 8% Convertible
Preference Shares. In addition, we cannot increase the authorized number of 8%
Convertible Preference Shares, or create a class of equity securities ranking
equal to the 8% Convertible Preference Shares as to dividend or liquidation
rights, other than out of our existing authorized shares of "blank check"
preference shares, without the consent of the holders of at least a majority of
the outstanding 8% Convertible Preference Shares.
When voting with the holders of the ordinary shares, the holders of the 8%
Convertible Preference Shares have the number of votes for each share that they
would have if they had converted their shares into ordinary shares on the
related record date. When voting as a class, the holders of the 8% Convertible
Preference Shares have one vote per share.
Shareholders Agreement. We have entered into a shareholders agreement with
-----------------------
HM4 Triton, L.P. The shareholders agreement provides that, in general, for so
long as the entire board of directors consists of ten members, HM4 Triton, L.P.
may designate four nominees for election to the board of directors, with any
fractional directorship rounded up to the next whole number. If HM4 Triton, L.P.
transfers its 8% Convertible Preference Shares, it may also assign its right to
designate Triton directors for nomination. The number of designees HM4 Triton,
L.P. may designate will increase or decrease proportionately with any change in
the total number of members of the board of directors. The right of HM4 Triton,
L.P. and its designated transferees to designate nominees for election to the
board of directors will be reduced if the number of ordinary shares held by HM4
Triton, L.P. and its affiliates represents less than certain specified
percentages of the number of shares HM4 Triton, L.P. purchased from us under the
stock purchase agreement between HM4 Triton, L.P. and us. These percentages are
calculated assuming HM4 Triton, L.P. converts all of its 8% Convertible
Preference Shares into ordinary shares.
In the shareholders agreement, we also agreed that we would not take
specified 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 our market value;
- 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.
5% Convertible Preference Shares
Dividends. We are required to pay dividends on the 5% Convertible
---------
Preference Shares semi-annually at the rate of 5% per year of the $34.41
redemption price per share for each semi-annual dividend period on March 30 and
September 30 of each year. Dividends on the 5% Convertible Preference Shares are
cumulative.
If we do not pay the dividend on the 5% Convertible Preference Shares
within 15 days after a dividend payment date, dividends payable on the 5%
Convertible Preference Shares will be increased by an amount equal to the prime
rate of Morgan Guaranty Trust Company of New York as in effect plus 1% applied
against the amount of unpaid dividends until the dividends are paid.
The 5% Convertible Preference Shares have priority as to dividends over
ordinary shares and any other class or series of shares ranking junior to the 5%
Convertible Preference Shares. We may not pay a dividend, other than dividends
payable solely in shares ranking junior to the 5% Convertible Preference Shares,
or make any other distribution on any ordinary shares or other shares ranking
junior to the 5% Convertible Preference Shares unless we have paid all dividends
on the 5% Convertible Preference Shares. We may not pay dividends on the 5%
Convertible Preference Shares or on any class or series of shares ranking equal
to the 5% Convertible Preference Shares unless we have paid, or concurrently
pay, all accrued and unpaid dividends for all prior periods on the 5%
Convertible Preference Shares or the class or series of shares ranking equal to
the 5% Convertible Preference Shares, as the case may be. If we have not paid in
full any accrued dividends on the 5% Convertible Preference Shares and any class
or series of shares ranking equal to the 5% Convertible Preference Shares, we
must pay any dividends on the 5% Convertible Preference Shares and those
equally-ranked shares so that the amount of dividends declared per share on the
5% Convertible Preference Shares and those equally-ranked shares will bear the
same ratio that accrued and unpaid dividends per share on the 5% Convertible
Preference Shares and the equally-ranked shares bear to each other.
If we fail to pay dividends on any senior-ranked shares at any time, we may
not pay any dividends on the 5% Convertible Preference Shares. The 8%
Convertible Preference Shares rank senior as to dividends over the 5%
Convertible Preference Shares.
Conversion. Holders of 5% Convertible Preference Shares have the right to
----------
convert their 5% Convertible Preference Shares into ordinary shares at any time
before redemption. Currently, each 5% Convertible Preference Share is
convertible into one ordinary share. No payment or adjustment will be made for
accrued or unpaid dividends on the 5% Convertible Preference Shares upon
conversion of 5% Convertible Preference Shares except under certain
circumstances.
If we take specified actions, the conversion price of the 5% Convertible
Preference Shares will be automatically adjusted to make the holders of the 5%
Convertible Preference Shares whole. The following actions will result in an
adjustment to the conversion price:
- If we pay a dividend or make a distribution of ordinary shares, divide the
outstanding ordinary shares into a greater number of shares, combine
the outstanding ordinary shares into a smaller number of shares, make a
distribution on our ordinary shares in shares other than ordinary shares,
or reclassify our ordinary shares,
- If we distribute any rights or warrants to all holders of our ordinary
shares entitling them for a period expiring within 60 days after the record
date to purchase ordinary shares at a price per share less than the
average market price per share on that record date. The average market
price of the ordinary shares is determined by averaging the closing price
of the ordinary shares over the most recent five trading days, and
- If we distribute to all holders of our ordinary shares any assets or debt
securities or any rights or warrants to purchase securities. This
adjustment does not apply to cash dividends or distributions paid out
of consolidated current or retained earnings as shown on our books.
Redemption. We can redeem the 5% Convertible Preference Shares at any time
----------
in whole or in part. The redemption price is equal to $34.41 per share, plus an
amount equal to all accumulated but unpaid dividends, and is payable in cash.
If any 5% Convertible Preference Shares are outstanding on March 30, 2004,
we are required to redeem the 5% Convertible Preference Shares. In this event,
we may redeem the 5% Convertible Preference Shares by
- paying cash at the $34.41 redemption price plus all accumulated and unpaid
dividends to the redemption date;
- issuing to the holder a number of ordinary shares with a market value equal
to the $34.41 redemption price plus all accumulated and unpaid dividends
to the redemption date; or
- a combination of cash or ordinary shares equal to the $34.41 redemption
price plus all accumulated and unpaid dividends to the redemption date.
Liquidation Rights. The liquidation preference of the 5% Convertible
-------------------
Preference Shares is $34.41 per share, plus accumulated and unpaid dividends.
Voting Rights. Except as described below and as required under Cayman
--------------
Islands law, the holders of the 5% Convertible Preference Shares generally have
no voting rights. So long as any 5% Convertible Preference Shares are
outstanding, the consent of the holders of at least two-thirds of the
outstanding 5% Convertible Preference Shares is required if we issue other than
wholly for cash consideration, any shares of any class of shares that would rank
senior to the 5% Convertible Preference Shares in dividend or liquidation
rights, or if we propose to amend our articles of association in a manner
adversely affecting the rights of the holders of the 5% Convertible Preference
Shares. However, we may amend our articles of association to increase the number
of authorized shares of Triton's preference shares without the vote of the
holders of the outstanding 5% Convertible Preference Shares. When voting as a
class, the holders of the 5% Convertible Preference Shares have one vote per
share.
SHAREHOLDER RIGHTS PLAN
We have adopted a shareholder rights plan. Under this plan, preference
share rights attach to all ordinary shares at the rate of one right for each
ordinary share. Each right entitles the ordinary shareholder to purchase one
one-thousandth of our Series A Junior Participating Preference Shares, par value
$.01 per share ("Junior Preference Shares"), at a price of $120 per one
one-thousandth of a Junior Preference Share, subject to adjustment. Generally,
the rights only become distributable 10 days following public announcement that
a person has acquired beneficial ownership of 15% or more of our ordinary shares
or 10 business days following commencement of a tender offer or exchange offer
for 15% or more of our outstanding ordinary shares. If, among other events, any
person becomes the beneficial owner of 15% or more of our ordinary shares, each
right not owned by that person generally becomes the right to purchase a number
of ordinary shares equal to the number obtained by dividing the right's exercise
price, currently $120, by 50% of the market price of the ordinary shares on the
date of the first occurrence. In addition, if we are subsequently merged or
certain other extraordinary business transactions are consummated, each right
generally becomes a right to purchase a number of shares of common stock of the
acquiring person equal to the number obtained by dividing the right's exercise
price by 50% of the market price of the common stock on the date of the first
occurrence. Pursuant to the terms of the plan, any acquisition of Triton shares
by HM4 Triton, L.P. or its affiliates will not result in the distribution of
rights unless and until HM4 Triton, L.P.'s ownership of Triton shares is reduced
below certain levels.
Under certain circumstances, our board of directors may determine that a
tender offer or merger is fair to all our shareholders and prevent the rights
from being exercised. At any time after a person or group acquires 15% or more
of the ordinary shares outstanding and prior to the acquisition by that person
or group of 50% or more of the outstanding ordinary shares, our board of
directors may exchange the rights, in whole or in part, at an exchange ratio of
one ordinary share, or one one-thousandth of a Junior Preference Share, per
right, subject to adjustment. The board of directors may not exchange the rights
owned by the person or group who acquired 50% or more of the outstanding
ordinary shares. Their rights will become void.
We can amend the rights, except the redemption price, in any manner prior
to the public announcement that a 15% position has been acquired or a tender
offer has been commenced. We can redeem the rights at $0.01 per right at any
time prior to the time that a 15% position has been acquired. The rights will
expire on May 22, 2005, unless we redeem the rights before then.
Any Junior Preference Shares we issue pursuant to the shareholder rights
plan will rank junior as to dividends and liquidation to both the 8% Convertible
Preference Shares and the 5% Convertible Preference Shares. Each Junior
Preference Share will be entitled, if we so declare, to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 1,000 times the dividend declared per ordinary share. If we
liquidate, the holders of the Junior Preference Shares will be entitled to a
minimum preferential liquidation payment of $1,000 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate payment of 1,000
times the payment made per ordinary share. Each Junior Preference Share will
have 1,000 votes, voting together with ordinary shares. Finally, if ordinary
shares are converted or exchanged in connection with any merger, consolidation
or other transaction, each Junior Preference Share will be entitled to receive
1,000 times the amount received per ordinary share.
The resolutions establishing the terms of the Junior Preference Shares
provide that the rights of the Junior Preference Shares described in the
preceding paragraph will be adjusted if we declare any dividend on the ordinary
shares payable in ordinary shares, subdivide the outstanding ordinary shares, or
combine the outstanding ordinary shares into a smaller number of shares.
ORDINARY SHARES
General. Under our articles of association, we are authorized to issue
200,000,000 ordinary shares. There were ____________ ordinary shares outstanding
as of ____________, 1999.
Voting and Other Rights. Holders of ordinary shares are entitled to one
vote for each share held on all matters submitted to shareholders' meetings,
including the election and removal of directors. Holders of ordinary shares vote
together as a single class with any voting preference shares unless the terms of
any voting preference shares or the articles of association otherwise provide.
The holders of the 8% Convertible Preference Shares are entitled to vote with
the holders of ordinary shares. The quorum required for a general meeting of the
shareholders is a majority of the outstanding shares entitled to vote at the
meeting. We must give at least 10 days' notice of a general meeting.
All matters voted upon at any duly held shareholders' meeting shall be
carried by a majority of the votes cast at the meeting by shareholders present
in person or by proxy at a duly convened meeting, except that
- directors are elected by plurality vote;
- approval of a merger or a similar arrangement requires the approval by 75%
of the votes cast, but, in any event at least a majority of the
outstanding shares; and
- approval of a "special resolution," as defined under Cayman Islands law,
requires the approval of at least two-thirds of the votes cast by
shareholders present in person or by proxy at a duly convened
meeting.
Our shareholders must adopt by a "special resolution" a resolution to
approve a change of the corporate name, the voluntary dissolution, liquidation
or winding-up of the affairs of Triton, a reduction of paid-up share capital,
and any amendment to our memorandum or articles of association.
Because shareholders are not entitled to cumulate their votes, shareholders
holding a majority of the outstanding ordinary shares, voting together as a
class with the holders of any outstanding voting preference shares, are able to
elect all members of our board of directors. Our directors are elected in three
classes of approximately equal number and for a term of three years. Therefore,
shareholders will not vote for the election of a majority of directors in any
single year. Holders of ordinary shares have no preemptive rights.
Unless the terms of any class of our shares otherwise provide, we may not
change the rights of a class of shares unless the change is approved by all the
holders of that class in writing or is approved at a meeting of the holders of
the class by a special resolution. Unless otherwise provided in the terms of a
class of shares, the rights of the class will not be deemed varied if we (1)
allot other shares which confer on their holders more favorable voting rights or
(2) create or issue other shares with preferential rights as to dividends or
capital.
Neither Cayman Islands law nor the articles of association impose any
limitation on the right of nonresident holders to hold or vote their ordinary
shares.
Dividend Rights. The holders of ordinary shares are only entitled to
receive dividends if declared by the board of directors. We currently intend to
retain earnings for use in our business and the financing of our capital
requirements. The payment of any future cash dividends is necessarily dependent
upon our earnings and financial needs, along with applicable legal and
contractual restrictions. Our shareholders agreement with HM4 Triton, L.P.
prohibits us from paying dividends on the ordinary shares without HM4 Triton,
L.P.'s consent.
Liquidation. If Triton ever liquidates, dissolves or winds up its business
and a shareholder has any outstanding obligation to Triton, whether presently
payable or not, the liquidator appointed to oversee Triton's liquidation may
deduct from any amount payable to that shareholder in respect of his ordinary
shares the amount of the obligation. The liquidator may distribute, in kind, to
the holders of the ordinary shares remaining assets of Triton. Alternatively,
the liquidator may dispose of all or any part of the remaining assets for cash,
or other property, and may sell all or any part of the consideration, and may
distribute the consideration received or any balance or proceeds to holders of
the ordinary shares. The liquidator may vest the whole or any part of the assets
in trust as the liquidator thinks fit, so long as no shareholder has any
liability.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, preference shares or
ordinary shares. We may issue warrants independently of or together with these
securities. We will issue each series of warrants under a separate warrant
agreement to be entered into between us and a bank or trust company, as warrant
agent. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust
for or with any registered holders or beneficial owners of warrants. This
summary of certain provisions of the warrants and the warrant agreement is not
complete. You should refer to the warrant agreement relating to the specific
warrants being offered, including the forms of warrant certificate representing
the specific warrants, for the complete terms. We will file the applicable
warrant agreement, together with the form of warrants, with the SEC before the
offering of the specific warrants.
Each Warrant will entitle the holder to purchase the principal amount of
debt securities or the number of preference shares or ordinary shares at the
exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement. The exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the applicable prospectus
supplement. After the close of business on the expiration date of the warrants,
unexercised warrants will become void. We will also specify in the applicable
prospectus supplement the place or places where, and the manner in which,
warrants may be exercised.
Prior to the exercise of any warrants, holders of the warrants will not
have any of the rights of holders of the debt securities, preference shares or
ordinary shares, as the case may be, purchasable upon exercise of those
warrants. For example, holders of warrants for the purchase of debt securities
will not have the right to receive payments of principal of, and premium or
interest, if any, on the debt securities purchasable upon exercise or to enforce
covenants in the applicable indenture, and holders of warrants for the purchase
of preference shares or ordinary shares will not have the right to receive
payments of dividends, if any, on the preference shares or ordinary shares
purchasable upon exercise or to exercise any applicable right to vote.
PLAN OF DISTRIBUTION
We may sell the debt securities, preference shares, depositary shares,
ordinary shares and warrants being offered by using this prospectus:
- to or through underwriters;
- to or through dealers;
- through agents;
- through rights offerings; or
- directly to purchasers.
We will set forth the terms of the offering of any securities being offered
in the applicable prospectus supplement.
If we utilize underwriters in an offering of securities using this
prospectus, we will execute an underwriting agreement with those underwriters.
The underwriting agreement will provide that the obligations of the underwriters
with respect to a sale of the offered securities are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all
the offered securities if any are purchased. Underwriters may sell those
securities to or through dealers. The underwriters may change any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers from time to time. If we utilize underwriters in an offering of
securities using this prospectus, the applicable prospectus supplement will
contain a statement regarding the intention, if any, of the underwriters to make
a market in the offered securities.
If we utilize a dealer in an offering of securities using this prospectus,
we will sell the offered securities to the dealer, as principal. The dealer may
then resell those securities to the public at a fixed price or at varying prices
to be determined by the dealer at the time of resale.
We may also, from time to time, authorize underwriters acting as our agents
to offer and sell securities upon terms and conditions that are set forth in the
applicable prospectus supplement.
Underwriters, dealers or agents participating in a distribution of
securities by use of this prospectus may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the offered securities, whether received from us or from purchasers of
offered securities for whom they act as agent, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
Under agreements that we may enter into, we may be required to indemnify
underwriters, dealers or agents who participate in the distribution of
securities by use of this prospectus against certain liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments that those underwriters, dealers or agents may be required to make.
We may offer to sell securities either at a fixed price or prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices.
We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement, none of
our directors, officers, or employees will solicit or receive a commission in
connection with those direct sales. Those persons may respond to inquiries by
potential purchasers and perform ministerial and clerical work in connection
with direct sales.
We may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase securities pursuant to delayed delivery
contracts providing for payment and delivery on a future date specified in the
applicable prospectus supplement. Institutions with which delayed delivery
contracts may be made include commercial and savings banks, insurance companies,
educational and charitable institutions and other institutions we may approve.
The obligations of any purchaser under any delayed delivery contract will not be
subject to any conditions except that any related sale of offered securities to
underwriters shall have occurred and the purchase by an institution of the
securities covered by its delayed delivery contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.
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 Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 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-3 with the SEC covering
the securities. For further information on Triton and the securities, please
refer to our registration statement and its exhibits. 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
(SEC file number 1-11675),
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
(SEC file number 1-11675);
(iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
(SEC file number 1-11675);
(iv) Current Report on Form 8-K filed October 8, 1999 (SEC file number
1-11675);
(v) Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
(SEC file number 1-11675); and
(vi) 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 (SEC file number 1-11675).
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.
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.
LEGAL OPINIONS
Walkers, Grand Cayman, Cayman Islands, will provide an opinion for us
regarding the validity of the Offered Securities. Attorneys to be designated by
any underwriters will provide such an opinion for the underwriters.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by Triton Energy Limited ("Triton" or the
"Company") in connection with the offering described in this Registration
Statement are as follows:
Registration Fee $ 69,500
Legal fees and expenses 75,000
Blue Sky fees and expenses 10,000
Accounting fees and expenses 30,000
Fees and expenses of Trustee and counsel 15,000
Printing and duplication expenses 150,000
Miscellaneous expenses 5,000
--------
Total $354,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Triton is a Cayman Islands company. Article XXXIII of Triton's Articles of
Association contains provisions with respect to indemnification of Triton's
officers and directors. Such provisions provide that Triton 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 Triton), 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, Triton, against any liability or expense actually and reasonably
incurred by such person in respect thereof. Triton 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
Triton shall not be personally liable to Triton 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 Triton.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
No. Description of Exhibit
- ------- ----------------------
1.1 * Form of Underwriting Agreement (Debt Securities and Warrants to Purchase
Debt Securities). (previously filed as Exhibit 1.2 to the Company's Registration
Statement on Form S-3 (No. 333-11703) and incorporated herein by reference)
1.2 * Form of Underwriting Agreement (Equity Securities and Warrants
to Purchase Equity Securities). (previously filed as Exhibit 1.3 to the Company's
Registration Statement on Form S-3 (No. 333-11703) and incorporated herein by
reference)
4.1 * Form of Debt Securities.
4.2 * Form of Senior Debt Indenture
4.3 * Form of Senior Subordinated Debt Indenture
4.4 * Form of Subordinated Debt Indenture
4.5 * Form of Warrant Agreement for Preference Shares and Ordinary
Shares (including form of Warrant Certificate). (previously filed as Exhibit 4.8 to
the Company's Registration Statement on Form S-3 (No. 333-11703) and
incorporated herein by reference)
4.6 * Form of Warrant Agreement for Debt Securities (including form
of Warrant Certificate) (previously filed as Exhibit 4.8 to the Company's
Registration Statement on Form S-3 (No. 333-11703) and incorporated herein
by reference)
5.1 Opinion of Simpson Thacher & Bartlett.
5.2 Opinion of Walkers.
12.1 * Computation of Ratio of Earnings to Fixed Charges (incorporated by reference
to Exhibit 12.1 to the Company's Quarterly Report on Form
10-Q for the Quarter ended September 30, 1999 (the "Form 10-Q")).
12.2 * Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
Dividends (incorporated by reference to Exhibit 12.2 to the Form 10-Q).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 * Consent of DeGolyer and MacNaughton.
23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
23.4 Consent of Walkers (included in Exhibit 5.2).
25.1 * Power of Attorney
- -------------------------
* Previously filed
</TABLE>
ITEM 17. UNDERTAKINGS.
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 of 1933, as amended (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 462(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the " Calculation of Registration
Fee" table in the effective Registration Statement; and
(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 paragraph (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrants pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Triton
Energy Limited annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Triton
pursuant to the foregoing provisions, or otherwise, Triton has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Triton of expenses incurred or paid by a
director, officer or controlling person of Triton 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, Triton
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 Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)2 of the
Act.
<PAGE>
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-3 and have 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 December 14, 1999.
TRITON ENERGY LIMITED
By: /s/James C. Musselman
---------------------
James C. Musselman,
President and Chief
Executive Officer and
Authorized Representative
in the United States
/s/W. Greg Dunlevy
--------------------
W. Greg Dunlevy
Vice President
(Principal Financial
Officer)
/s/Kevin B. Wilcox
--------------------
Kevin B. Wilcox
Controller
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on December 14, 1999 by the following persons in the
capacities indicated.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors
___________________________
(Thomas O. Hicks)
* President, Chief Executive Officer and Director
___________________________ (Principal Executive Officer)
(James C. Musselman)
* Director
___________________________
(Sheldon R. Erikson)
Director
___________________________
(Jack D. Furst)
* Director
___________________________
(Fitzgerald S. Hudson)
* Director
___________________________
(John R. Huff)
* Director
___________________________
(Michael E. McMahon)
* Director
___________________________
(Lamar Norsworthy)
* Director
___________________________
(C. Richard Vermillion)
* Director
___________________________
(J. Otis Winters)
* By: /s/ W. Greg Dunlevy
------------------------------------
W. Greg Dunlevy, as attorney-in-fact
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C> <C>
Exhibit
No. Description of Exhibit
- ---- ------------------------
1.1 * Form of Underwriting Agreement (Debt Securities and Warrants to Purchase
Debt Securities). (previously filed as Exhibit 1.2 to the Company's Registration
Statement on Form S-3 (No. 333-11703) and incorporated herein by reference)
1.2 * Form of Underwriting Agreement (Equity Securities and Warrants
to Purchase Equity Securities). (previously filed as Exhibit 1.3 to the Company's
Registration Statement on Form S-3 (No. 333-11703) and incorporated herein by
reference)
4.1 * Form of Debt Securities.
4.2 * Form of Senior Debt Indenture
4.3 * Form of Senior Subordinated Debt Indenture
4.4 * Form of Subordinated Debt Indenture
4.5 * Form of Warrant Agreement for Preference Shares and Ordinary
Shares (including form of Warrant Certificate). (previously filed as Exhibit 4.8 to
the Company's Registration Statement on Form S-3 (No. 333-11703) and
incorporated herein by reference)
4.6 * Form of Warrant Agreement for Debt Securities (including form
of Warrant Certificate) (previously filed as Exhibit 4.8 to the Company's
Registration Statement on Form S-3 (No. 333-11703) and incorporated herein
by reference)
5.1 Opinion of Simpson Thacher & Bartlett.
5.2 Opinion of Walkers.
12.1 * Computation of Ratio of Earnings to Fixed Charges (incorporated by reference
to Exhibit 12.1 to the Company's Quarterly Report on Form
10-Q for the Quarter ended September 30, 1999 (the "Form 10-Q")).
12.2 * Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
Dividends (incorporated by reference to Exhibit 12.2 to the Form 10-Q).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 * Consent of DeGolyer and MacNaughton.
23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
23.4 Consent of Walkers (included in Exhibit 5.2).
25.1 * Power of Attorney
* Previously filed.
</TABLE>
Exhibit 5.1
December 9, 1999
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Ladies and Gentlemen:
We have acted as counsel to Triton Energy Limited, a Cayman Islands company (the
"Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commisson (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to (1) ordinary shares, par value $.01 per share, of the
Company ("Ordinary Shares"), (2) warrants to purchase Ordinary Shares ("Ordinary
Shares Warrants"), (3) preference shares, par value $0.01 per share, of the
Company ("Preference Shares"), (4) warrants to purchase Preference Shares
("Preference Shares Warrants"), (5) debt securities, which may be either senior
("Senior Debt Securities"), senior subordinated ("Senior Subordinated Debt
Securities") or subordinated ("Subordinated Debt Securities")(collectively, the
"Debt Securities"), (6) warrants to purchase Debt Securities ("Debt Securities
Warrants"), (7) depositary shares of the Company ("Depositary Shares") and (8)
Ordinary Shares, Preference Shares and Debt Securities which may be issued upon
exercise of the Ordinary Shares Warrants, the Preference Shares Warrants or the
Debt Securities Warrants, as the case may be. The Ordinary Shares, the
Preference Shares, the Debt Securities, the Depositary Shares, the Ordinary
Shares Warrants, the Preference Shares Warrants, and the Debt Securities
Warrants may be issued and sold or delivered from time to time as set forth in
the Registration Statement, any amendment thereto, the prospectus contained
therein (the "Prospectus") and supplements to the Prospectus and pursuant to
Rule 415 under the Act for an aggregate initial offering price not to exceed
$250,000,000.
The Senior Debt Securities will be issued under an Indenture (the "Senior Debt
Indenture") between the Company and a trustee (the "Senior Debt Trustee"). The
Senior Subordinated Debt Securities will be issued under an Indenture (the
"Senior Subordinated Debt Indenture") between the Company and a trustee (the
"Senior Subordinated Debt Trustee"). The Subordinated Debt Securities will be
issued under an Indenture (the "Subordinated Debt Indenture") between the
Company and a trustee (the "Subordinated Debt Trustee"). The Senior Debt
Indenture, the Senior Subordinated Debt Indenture and the Subordinated Debt
Indenture are hereinafter referred to collectively as the "Indentures."
We have examined (1) the Registration Statement and (2) the forms of the
Indentures. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
We have also assumed that (1) at the time of execution, authentication, issuance
and delivery of the Senior Debt Securities, the Senior Debt Indenture will be
the valid and legally binding obligation of the Senior Debt Trustee, (2) at
the time of execution, authentication, issuance and delivery of the Senior
Subordinated Debt Indenture, the Senior Subordinated Debt Indenture will be the
valid and legally binding obligation of the Senior Subordinated Debt Trustee,
(3) at the time of execution, authentication, issuance and delivery of the
Subordinated Debt Indenture, the Subordinated Debt Indenture will be the valid
and legally binding obligation of the Subordinated Debt Trustee, and (4)
the Company is validly existing under the laws of Cayman Islands.
We have further assumed that (1) at the time of execution, authentication,
issuance and delivery of the Indentures and the Debt Securities, the Indentures
will have been duly authorized, executed and delivered by the Company in
accordance with its memorandum of association and articles of association and
the laws of Cayman Islands, (2) execution, delivery and performance by the
Company of the Indentures and the Debt Securities will not violate the laws of
Cayman Islands or any other applicable laws (excepting the laws of the State of
New York and the Federal laws of the United States) and (3) execution, delivery
and performance by the Company of the Indentures and the Debt Securities do not
constitute a breach or violation of any agreement or instrument which is binding
upon the Company.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that with respect to the Debt Securities,
assuming (a) the taking of all necessary corporate action to approve the
issuance and terms of any Debt Securities, the terms of the offering thereof and
related matters by the Board of Directors of the Company, a duly constituted and
acting committee of such Board or duly authorized officers of the Company (such
Board of Directors, committee or authorized officers being referred to herein as
the "BOARD") and (b) the due execution, authentication, issuance and delivery of
such Debt Securities, upon payment of the consideration therefor provided for in
the applicable definitive purchase, underwriting or similar agreement approved
by the Board and otherwise in accordance with the provisions of the applicable
Indenture and such agreement, such Debt Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.
Our opinion set forth in the preceding paragraph is subject to the effects of
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally,
(ii) general equitable principles (whether considered in a proceeding in equity
or at law), (iii) an implied covenant of good faith and fair dealing and (iv)
the effects of the possible judicial application of foreign laws or foreign
governmental or judicial action affecting creditors' rights.
We express no opinion with respect to any provision of the Indentures which
relates to choice of law or forum selection (including, without limitation, any
waiver of any objection to venue in any court or of any objection that a court
is an inconvenient forum).
We are members of the Bar of the State of New York and we do not express any
opinion herein concerning any law other than the law of the State of New York,
the Federal law of the United States and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
Exhibit 5.2
WALKERS
ATTORNEYS-AT-LAW
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Email: [email protected]
Our Ref: GWP/dw/T183-10663
December 10th, 1999
TRITON ENERGY CORPORATION
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
U.S.A.
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 on Form
S-3, File No. 333-81029 (the "Registration Statement") filed under the
Securities Act of 1933, as amended (the "Act") by Triton Energy Limited, a
Cayman Islands company ("TEL") (which Registration Statement relates to (i)
preference shares, par value $0.01 per share, of TEL ("Preference Shares"), (ii)
ordinary shares, par value $0.01 per share, of TEL ("Ordinary Shares"), (iii)
unsecured debt securities of TEL ("Debt Securities") and (iv) warrants to
purchase Preference Shares, Ordinary Shares and Debt Securities (the
"Warrants"), to be issued and sold by TEL from time to time pursuant to Rule 415
under the Act for an aggregate initial offering price not to exceed $250
million.
For the purposes of giving this opinion, we have examined the documents (the
"Documents") listed in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof. Except as explicitly stated herein, we express no opinion in
relation to any representation or warranty contained in the documents nor upon
the commercial terms of the transactions contemplated by the documents.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the law of the Cayman Islands:
1. With respect to the Debt Securities to be issued under the Senior Debt
Indenture, when (i) the Board of Directors of TEL or a committee thereof
properly empowered (such Board of Directors or committee being hereinafter
referred to as the "Board") has taken all necessary corporate action to approve
the terms of the Senior Debt Indenture and the issue of such Debt Securities in
accordance with the terms of the offering thereof and related matters, (ii) the
Debt Indenture has been validly executed and delivered by TEL to the trustee,
and (iii) such Debt Securities have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Senior Debt Indenture and
the applicable definitive purchase, underwriting or similar agreement approved
by the TEL Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be legally issued by TEL.
2. With respect to Debt Securities to be issued under the Senior
Subordinated Debt Indenture, when (i) the Board has taken all necessary
corporate action to approve the terms of the Senior Subordinated Debt Indenture
and the issue of such Debt Securities in accordance with the terms of the
offering thereof and related matters (ii) the Senior Subordinated Debt Indenture
has been validly executed and delivered by TEL to the Trustee, and (iii) such
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Senior Subordinated Debt Indenture and the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor provided for therein, such
Debt Securities will be legally issued by TEL.
3. With respect to Debt Securities to be issued under the Subordinated Debt
Indenture, when (i) the Board has taken all necessary corporate action to
approve the terms of the Subordinated Debt Indenture and the issue of such Debt
Securities in accordance with the terms of the offering thereof and related
matters, (ii) the Subordinated Debt Indenture has been validly executed and
delivered by TEL to the trustee, and (iii) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Subordinated Debt Indenture and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, such Debt Securities will be
legally issued by TEL.
4. With respect to the Ordinary Shares, when (i) the Board has taken all
necessary corporate action to approve the issuance of and the terms of the
offering of the Ordinary Shares and related matters, and (ii) certificates
representing the Ordinary Shares have been duly executed, countersigned,
registered and delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration therefor provided for therein, or (b) upon conversion or
exercise of any other Security, in accordance with the terms of such Security or
the instrument governing such Security providing for such conversion or exercise
as approved by the Board, for the consideration approved by the Board, the
Ordinary Shares will be duly authorised, validly issued, fully paid and
non-assessable.
5. With respect to the Preference Shares, when (i) the Board
has taken all necessary corporate action to approve the issuance and terms of
the Preference Shares, the terms of the offering thereof and related matters,
including the adoption of resolutions establishing the terms of such Preference
Shares, and (ii) certificates representing the Preference Shares have been duly
executed, countersigned, registered and delivered either (a) in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein, or
(b) upon conversion or exercise of any other Security, in accordance with the
terms of such Security or the instrument governing such Security providing for
such conversion or exercise as approved by the Board, for the consideration
approved by the Board, the Preference Shares will be duly authorised, validly
issued, fully paid and non-assessable.
6. With respect to the Warrants, when (i) the Board has taken all necessary
corporate action to approve the creation of and issuance and terms of the
Warrants, the terms of the offering thereof and related matters, (ii) the
Warrant Agreement or Agreements relating to the Warrants have been duly
authorised and validly executed and delivered by TEL and the Warrant Agent
appointed by TEL, and (iii) the Warrants or certificates representing the
Warrants have been duly executed, countersigned, registered and delivered in
accordance with the appropriate Warrant Agreement or Agreements and the
applicable definitive purchase underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for therein, the
Warrants will be duly authorised and validly issued by TEL.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit and the benefit of your legal
advisers acting in that capacity in relation to this transaction and may not be
relied upon by any other person without our prior written consent. This opinion
is governed by and shall be construed in accordance with the laws of the Cayman
Islands.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and all references to our name in the Registration
Statement.
Yours faithfully,
Walkers
SCHEDULE 1
1. The Memorandum and Articles of Association of TEL;
2. The Registration Statement;
3. the form of Senior Indenture to be executed by TEL and the trustee named
therein;
4. the form of Senior Subordinated Indenture to be executed by TEL and the
trustee named therein;
5. the form of Subordinated Indenture to be executed by TEL and the trustee
named therein;
6. the form of Warrant Agreement for Debt Securities;
7. the form of Warrant Agreement for Preference Shares and Ordinary Shares;
8. such other documents as we have considered necessary for the purposes of
rendering this opinion.
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions:
1. There are no provisions of the laws of any jurisdiction outside the
Cayman Islands which would be contravened by the execution or delivery of the
Documents and that, in so far as any obligation expressed to be incurred under
the Documents is to be performed in or is otherwise subject to the laws of any
jurisdiction outside the Cayman Islands, its performance will not be illegal by
virtue of the laws of that jurisdiction.
2. All authorisations, approvals, consents, licences and exemptions required
by and all filings and other requirements of each of the parties to the
Documents outside the Cayman Islands to ensure the legality and validity of the
Documents will be duly obtained, made or fulfilled and will remain in full force
and effect and that any conditions to which they are subject will be satisfied.
3. None of the parties to any of the Documents will be
(a) a "person in Iraq" as that term is defined in The Iraq and
Kuwait(United Nations Sanctions) (Dependent Territories) Order
1990 or an "Iraqi person" as defined in The Iraq (United Nations)
(Sequestration of Assets)(Dependent Territories) Order 1993 or a person
resident in the Republic of Iraq for the purposes of the The Caribbean
Territories (Control of Gold, Securities, Payment and Credits: Kuwait
and Republic of Iraq) Order 1990; or
(b) a "person connected with Libya" as that term is defined in The
Libya (United Nations Sanctions) (Dependent Territories) Order 1992;
or
(c) the "Government of the FRY" or the "Government of the
Republic of Serbia" as those terms are defined in The Dependent
Territories (Federal Republic of Yugoslavia) (Freezing of Funds and
Prohibition on Investment) Order 1999.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Pre-Effective
Amendment No. 2 to Registration Statement on Form S-3 (No. 333-81029) 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
December 13, 1999
