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EXHIBIT 99.8
TRITON ENERGY LIMITED
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
8 7/8% SENIOR NOTES DUE 2007
IN EXCHANGE FOR
8 7/8% SENIOR NOTES DUE 2007
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY ACCEPTED
FOR EXCHANGE.
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Triton Energy Limited, a Cayman Islands company (the "Company"), to exchange
its 8 7/8% Senior Notes due 2007 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 8 7/8% Senior Notes due 2007 (the
"Old Notes") upon the terms and subject to the conditions set forth in the
Company's Prospectus, dated October ____, 2000, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus, dated October ____, 2000;
2. Letter of Transmittal (together with accompanying Substitute Form W-9
Guidelines);
3. Notice of Guaranteed Delivery;
4. Letter that may be sent to your clients for whose accounts you hold
Old Notes in your name or in the name of your nominee; and
5. Letter that may be sent from your clients to you with such client's
instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the New Notes acquired in exchange for Old
Notes pursuant to the Exchange Offer are being acquired in the ordinary course
of business of the person receiving such New Notes, (ii) the holder is not
engaging in and does not intend to engage in a distribution of the New Notes,
(iii) the holder does not have any arrangement or understanding with any person
to participate in the distribution of New Notes, and (iv) neither the holder nor
any such other person is an "affiliate" (within the meaning of Rule 405 under
the Securities Act) of the Company. If the holder is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of
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market-making activities or other trading activities, it must acknowledge that
it will deliver a prospectus in connection with any resale of such New Notes.
The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other person (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
TRITON ENERGY LIMITED
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