As filed with the Securities and Exchange Commission on May 16, 1994
Registration No. 33-45847
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
_________________________
Texas 75-1151855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(214) 691-5200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_________________________
Robert B. Holland, III, Esq.
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(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
<PAGE>
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
The registrant hereby amends this post-effective amendment no. 1 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 of 1933 or until the registration statement
shall become effective on such date as the Commission acting pursuant to said
section 8(a), may determine.
<PAGE>
Subject to Completion dated May 16, 1993
PROSPECTUS
1,114,044 Shares
Triton Energy Corporation
Common Stock
$1.00 Par Value
_________________________
This Prospectus relates to an aggregate of 1,114,044 shares of common
stock, par value $1.00 per share (the "Common Stock"), of Triton Energy
Corporation, a Texas corporation (the "Company"), held by Crusader Limited, a
Queensland, Australia corporation and the successor of Crusader Oil N.L.
(hereinafter referred to as "Crusader" or the "Selling Shareholder"). See the
information under the caption "Selling Shareholder" herein. All of the shares
are being offered by Crusader.
The 1,114,044 shares of Common Stock are currently held in escrow for the
benefit of the holders of Crusader's 6% Exchangeable Senior Notes due 2004 (the
"Notes") and will be delivered by Crusader to the holders of the Notes upon
exchange of the Notes. In the event that the Notes are redeemed prior to
maturity or paid at maturity, the shares will be released from escrow and may
be sold by Crusader in market transactions or otherwise. See "Plan of
Distribution".
On May 13, 1994, the last reported sales price of a share of Common Stock
in New York Stock Exchange Composite Transactions was $29 per share.
The Company has listed the Common Stock to which this Prospectus relates
on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is May __, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549;
and at regional offices of the Commission at the Northwestern Atrium Center,
500 West Madison, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade
Center, New York, New York 10048. Copies of such material may be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material may
also be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 (the "Registration
Statement") of which this Prospectus is a part. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
are not necessarily complete; and while the Company believes the descriptions
of the material provisions of such contracts, agreements and other documents
contained in this Prospectus are accurate summaries of such material
provisions, reference is made to such contract, agreement or other document
filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in
its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1993; (ii) the Company's Quarterly Report on Form 10-Q for
the quarter ended August 31, 1993; (iii) the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993; (iv) the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1994;
(v) the Company's Current Report on Form 8-K dated June 18, 1993; (vi) the
Company's Current Report on Form 8-K dated July 7, 1993; (vii) the Company's
Current Report on Form 8-K dated September 29, 1993; (viii) the Company's
Current Report on Form 8-K dated January 17, 1994; (ix) the Company's Current
Report on Form 8-K dated March 3, 1994; (x) the Company's Current Report on
Form 8-K dated March 15, 1994; (xi) the Company's Current Report on Form 8-K
dated April 14, 1994; (xii) the Company's Current Report on Form 8-K dated
April 21, 1994 and (xiii) the Company's Current Report on Form 8-K dated
April 28, 1994.
<PAGE>
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Investor Relations, Triton Energy Corporation, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, telephone (214) 691-5200.
THE COMPANY
Triton is an independent energy company primarily engaged in international
oil and gas exploration and production through wholly-owned and partly-owned
subsidiaries and affiliates. Triton currently has producing properties and
development operations in Colombia, Argentina, France, Indonesia, the United
States, Canada and Australia and has oil and gas interests or conducts
exploration activities in these areas as well as in Malaysia/Thailand, Italy,
the United Kingdom, the Philippines and Guatemala.
The Company was incorporated in Texas in 1962. The Company's principal
executive offices are located at 6688 North Central Expressway, Suite 1400,
Dallas, Texas 75206-9926, and the Company's telephone number is (214) 691-5200.
The "Company" or "Triton" refers to Triton Energy Corporation and its
consolidated subsidiaries, unless otherwise indicated or the context otherwise
suggests.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is listed on the New York Stock Exchange and
traded under the symbol OIL. The Common Stock is also listed on The Toronto
Stock Exchange and traded under the symbol EGY. At May 10, 1994, there were
35,448,453 shares of Common Stock outstanding held by approximately 7,174
shareholders of record. The following table sets forth for the calendar periods
indicated the high and low closing sale prices per share of Common Stock on the
New York Stock Exchange Composite Tape.
<PAGE>
<TABLE>
<CAPTION>
Calendar Period High Low
- ---------------------------------------------------- ----------------- -----------------
<S> <C> <C>
1991
First Quarter . . . . . . . . . . . . . . . . . . $11 $ 5 7/8
Second Quarter . . . . . . . . . . . . . . . . . . 21 3/4 11 1/8
Third Quarter . . . . . . . . . . . . . . . . . . 47 1/8 20
Fourth Quarter . . . . . . . . . . . . . . . . . . 52 1/2 32 5/8
1992
First Quarter . . . . . . . . . . . . . . . . . . 48 1/8 31 3/8
Second Quarter . . . . . . . . . . . . . . . . . . 34 1/2 27
Third Quarter . . . . . . . . . . . . . . . . . . 38 1/2 26 3/4
Fourth Quarter . . . . . . . . . . . . . . . . . . 42 5/8 32 3/8
1993
First Quarter . . . . . . . . . . . . . . . . . . 38 7/8 28 3/8
Second Quarter . . . . . . . . . . . . . . . . . . 43 7/8 33 1/2
Third Quarter . . . . . . . . . . . . . . . . . . 34 3/4 27 3/4
Fourth Quarter . . . . . . . . . . . . . . . . . . 33 3/4 28 3/4
1994
First Quarter . . . . . . . . . . . . . . . . . . 32 26 3/4
Second Quarter (through May 13 1994) . . . . . . . 29 3/8 25 1/8
</TABLE>
The Company has not declared any cash dividends on its shares of Common
Stock since fiscal 1990, and the payment of any future dividends is necessarily
dependent upon the earnings and financial needs of the Company, along with
applicable legal and contractual restrictions. The Company does not anticipate
paying dividends on its shares of Common Stock in the foreseeable future. The
Company's domestic term loan agreement restricts dividend payments on the
Common Stock to an aggregate of $3 million per year. In addition, the Company
is restricted from paying dividends on the Common Stock under the Indentures
relating to its 12-1/2% Senior Subordinated Discount Notes due 1997 and its 9-
3/4% Senior Subordinated Discount Notes due 2000 unless the Company can meet
certain financial tests set forth therein.
SELLING SHAREHOLDER
The shares of the Company's Common Stock to which this Prospectus relates
are being offered by Crusader as Selling Shareholder. At May 10, 1994, Crusader
owned 1,114,044 shares of Common Stock or approximately 3% of the total number
of shares of Common Stock outstanding. The Company currently owns approximately
49.9% of the outstanding capital stock of Crusader. William I. Lee, Chairman
of the Board of the Company, Thomas G. Finck, Chief Executive Officer of the
Company, and one other executive officer of the Company currently serve on the
eight-member Board of Directors of Crusader. Additionally, J.G.A. Tucker,
Chairman of Directors of Crusader, and Graeme O.
<PAGE>
Morris, Deputy Chairman of Directors of Crusader, currently serve on the
Company's thirteen-member Board of Directors. Four directors of the Company
currently serve as directors of Crusader. In addition, one officer of the
Company who is not a director of the Company also serves as a director of
Crusader. If Crusader exchanges or sells all the Common Stock to be exchanged
or offered for sale hereunder, Crusader will not own any shares of Common
Stock.
An aggregate of 1,311,000 of the shares of Common Stock were issued to
Crusader pursuant to the Stock Subscription and Purchase Agreement dated June
23, 1983, by and between the Company and Crusader, as amended. Crusader
purchased 175,300 shares of Common Stock in open market purchases and an
additional 273,391 shares of Common Stock were distributed to Crusader as stock
dividends.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Shareholder.
DESCRIPTION OF COMMON STOCK
The following statements with respect to the Company's capital stock are
subject to the detailed provisions of the Company's Restated Articles of
Incorporation, as amended (the "Articles"), its Bylaws, as amended, the
Statement of Resolutions Establishing and Designating the Convertible Preferred
Stock (the "Designation") and the Preferred Stock Preference Rights created
pursuant to the Rights Agreement dated as of June 26, 1990, between the Company
and NationsBank of Texas, N.A., as Rights Agent. These statements do not
purport to be complete and are qualified in their entirety by reference to such
documents.
Common Stock
General
The Articles authorize the Company to issue up to 200,000,000 shares of
Common Stock, par value $1.00 per share, of which 35,448,453 shares were
outstanding (excluding 54,345 treasury shares) at May 10, 1994.
Any authorized but unissued shares of Common Stock (along with any
authorized but unissued shares of preferred stock) could be used to make more
difficult a change in control of the Company. Under certain circumstances, such
shares could be used to dilute voting stock ownership (including voting power)
or otherwise to inhibit persons seeking to effect a takeover or otherwise to
gain control of the Company. See "Preferred Stock Purchase Rights" below.
The Transfer Agent and Registrar for the Common Stock is Chemical
Bank.
<PAGE>
Voting and Other Rights
Each shareholder is entitled to one vote for each share of Common Stock
held by such holder. Because shareholders are not entitled to cumulate their
votes, shareholders holding a majority of the outstanding shares of Common
Stock and any shares of voting preferred stock that may be issued are able to
elect all members of the Board of Directors. The Company's Bylaws provide that
the directors are to be elected in three classes of as nearly equal a number as
possible and for a term of three years. Holders of Common Stock have no
preemptive rights, and shares of Common Stock have no redemption, sinking fund
or conversion privileges.
In the event of any liquidation, dissolution or winding up of the
Company's affairs, subject to the rights of holders of any preferred stock
issued, the holders of Common Stock are entitled to receive pro rata any assets
of the Company after the satisfaction of corporate liabilities.
Dividend Rights
Subject to the rights of holders of any preferred stock, all shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors. Under
Texas law, the Company may declare and pay dividends on its shares of capital
stock out of its surplus (which totalled approximately $223.5 million as of
February 28, 1994). The payment of cash dividends is also restricted by
covenants in loan documents and indentures to which the Company is a party. See
"Price Range of Common Stock and Dividends".
Convertible Debentures
The Company has a convertible debenture plan under which key management
personnel may purchase debentures that are convertible into shares of Common
Stock. The aggregate number of shares of Common Stock issuable upon the
conversion of the debentures cannot exceed 500,000 shares, subject to
adjustment in certain events.
Preferred Stock
General
Under the Articles, the Company has authority to issue 5,000,000 shares of
preferred stock. There were 522,460 shares of convertible preferred stock (the
"Convertible Preferred Stock") outstanding at May 10, 1994. No other shares of
preferred stock are currently outstanding.
The preferred stock may be issued by resolutions of the Company's Board of
Directors from time to time without any action of the shareholders. Such
resolutions may authorize issuances in one or more classes or series of the
preferred stock and may fix and determine dividend and liquidation preferences,
voting rights, conversion privileges, redemption terms, and other privileges
and rights of the shareholders of each class or series so authorized.
<PAGE>
Convertible Preferred Stock
Dividends
Holders of shares of Convertible Preferred Stock will be entitled to
receive, when, as, and if declared by the Board of Directors out of funds of
the Company legally available for payment, cumulative cash dividends at the
annual rate per share equal to 5 per cent of the Redemption Price (defined
below) of the shares payable semi-annually on September 30 and March 30 in each
year, beginning September 30, 1994, except that if any such date is a Saturday,
Sunday, or legal holiday, then such dividend shall be payable on the next day
that is not a Saturday, Sunday, or legal holiday. Dividends will accrue from
the date on which the Convertible Preferred Stock was issued and will be
payable to holders of record as they appear on the stock books of the Company
on such record dates as are fixed by the Board of Directors. The amount of
dividends payable per share of Convertible Preferred Stock for each semi-annual
dividend period will be computed by dividing the annual dividend amount by two.
The amount of dividends payable for the initial dividend period and for any
period other than a full semi-annual dividend period will be computed on the
basis of a 360-day year of twelve 30-day months. No interest will be payable in
respect of any dividend payment on the Convertible Preferred Stock which may be
in arrears.
If dividends on the Convertible Preferred Stock shall not have been
declared and paid in full, or funds set aside for payment, by a date 15 days
after a dividend payment date (a "Calculation Date"), dividends payable on the
Convertible Preferred Stock shall be increased by an amount equal to the prime
rate of Morgan Guaranty Trust Company of New York plus 1 per cent as in effect
on each Calculation Date applied against the amount of dividends so due and
unpaid until such dividends shall be paid (the "Penalty Dividend").
The Convertible Preferred Stock will have priority as to dividends over
the Common Stock and any other series or class of the Company's stock hereafter
issued which ranks junior as to dividends to the Convertible Preferred Stock
("junior dividend stock"), and no dividend (other than dividends payable solely
in junior dividend stock) may be paid on, and no purchase, redemption, or other
acquisition may be made by the Company of, any junior dividend stock unless all
accrued and unpaid dividends on the Convertible Preferred Stock have been paid
or declared and set apart for payment. The Company may not pay dividends on any
class or series of its stock having parity with the Convertible Preferred Stock
as to dividends ("parity dividend stock"), unless it has paid or declared and
set apart for payment or contemporaneously pays or declares and sets apart for
payment all accrued and unpaid dividends for all prior periods on the
Convertible Preferred Stock and may not pay dividends on the Convertible
Preferred Stock unless it has paid or declared and set apart for payment or
contemporaneously pays or declares and sets apart for payment all accrued and
unpaid dividends for all prior periods on the parity dividend stock. Whenever
all accrued dividends are not paid in full on the Convertible Preferred Stock
or any parity dividend stock, all dividends declared on the Convertible
Preferred Stock and such parity dividend stock will be declared or made pro
rata so that the amount of dividends declared per share on the Convertible
Preferred Stock and such parity dividend stock will bear the same ratio that
accrued and unpaid dividends per share on the Convertible Preferred Stock and
such parity dividend stock bear to each other. The Convertible Preferred Stock
will be junior as to dividends to any series or class of the Company's stock
<PAGE>
hereafter issued which ranks senior as to dividends to the Convertible
Preferred Stock ("senior dividend stock"), and if at any time the Company has
failed to pay or declare and set apart for payment accrued and unpaid dividends
on any senior dividend stock, the Company may not pay any dividend on the
Convertible Preferred Stock.
Liquidation Rights
In case of the voluntary or involuntary liquidation, dissolution, or
winding up of the Company, holders of shares of Convertible Preferred Stock are
entitled to receive an amount per share equal to the Redemption Price to the
payment date (the "Liquidation Price"), before any payment or distribution is
made to the holders of Common Stock or any other series or class of the
Company's stock hereafter issued which ranks junior as to liquidation rights to
the Convertible Preferred Stock, but the holders of the shares of the
Convertible Preferred Stock will not be entitled to receive the Liquidation
Price of such shares until the liquidation price of any other series or class
of the Company's stock hereafter issued which ranks senior as to liquidation
rights to the Convertible Preferred Stock ("senior liquidation stock") has been
paid in full. The holders of Convertible Preferred Stock and all series or
classes of the Company's stock hereafter issued which rank on a parity as to
liquidation rights with the Convertible Preferred Stock are entitled to share
ratably, in accordance with the respective preferential amounts payable on such
stock, in any distribution (after payment of the liquidation price of the
senior liquidation stock) which is not sufficient to pay in full the aggregate
of the amounts payable thereon. After payment in full of the Liquidation Price
of the shares of the Convertible Preferred Stock, the holders of such shares
will not be entitled to any further participation in any distribution of assets
by the Company. Neither a consolidation or merger of the Company with another
corporation nor a sale or transfer of all or part of the Company's assets for
cash, securities, or other property will be considered a liquidation,
dissolution, or winding up of the Company.
Redemption
The Company may, at its option, redeem the Convertible Preferred Stock, in
whole or in part, at any time on or after March 30, 1998 or such earlier date
after which at least 75 per cent of the shares of Convertible Preferred Stock
initially issued shall have been converted into shares of Common Stock. The
redemption price payable upon such optional redemption shall be the Redemption
Price to the redemption date. Such redemption price shall be payable in
cash.
The Convertible Preferred Stock shall be subject to mandatory redemption
by the Company on March 30, 2004. At the option of the Company, such redemption
may be for (i) cash at the Redemption Price on the redemption date; (ii) such
number of shares of Common Stock whose aggregate value (based on the then
current market price determined as set forth in the Designation) does not
exceed the Redemption Price; or (iii) a combination of cash and shares of
Common Stock equal to the Redemption Price. The Redemption Price equals $34.41
per share plus any accumulated and unpaid dividends thereon (including Penalty
Dividends).
<PAGE>
Voting and Other Rights
The holders of Convertible Preferred Stock will have no voting rights
except as described below or as required by Texas law. In exercising any such
vote, each outstanding share of Convertible Preferred Stock will be entitled to
one vote.
So long as any shares of Convertible Preferred Stock are outstanding, the
Company will not, without the affirmative vote or consent of the holders of at
least two-thirds of the outstanding shares of Convertible Preferred Stock,
voting or consenting separately as a class with holders of any other class of
the Company's preferred stock similarly affected, issue other than wholly for
cash consideration, any shares of any class of senior dividend stock or senior
liquidation stock, or amend the Articles in a manner adversely affecting the
rights of such shareholders.
The Articles may be amended to increase the number of authorized shares of
the Company's preferred stock without the vote of the holders of the
outstanding Convertible Preferred Stock.
The holders of the shares of the Convertible Preferred Stock have no pre-
emptive rights with respect to any shares of capital stock of the Company or
any other securities of the Company convertible into or carrying rights or
options to purchase any such shares.
Conversion Rights
Commencing on October 1, 1994, the holders of Convertible Preferred Stock
will be entitled to convert their shares of Convertible Preferred Stock into
Common Stock subject to the qualifications described below, except that, with
respect to shares of Convertible Preferred Stock called for redemption,
conversion rights will expire at the close of business on the fifth day prior
to the redemption date (unless the Company defaults in the payment of the
redemption price). No payment or adjustment will be made in respect of
dividends on the Common Stock or Convertible Preferred Stock that may be
accrued or unpaid or in arrears upon conversion of shares of Convertible
Preferred Stock except as set forth below. No fractional shares will be issued
and, in lieu of any fractional share, the Company will pay a cash adjustment
based on the then current market price (determined as set forth in the
Designation) of the Common Stock.
Each share of Convertible Preferred Stock shall be convertible initially
into one share of Common Stock; however, the number of shares of Common Stock
issuable on conversion of each share of Convertible Preferred Stock (the
"Conversion Rate") shall be subject to adjustment as described below.
The Conversion Rate is subject to adjustment in certain circumstances,
including in respect of any dividends not declared and paid in full in respect
of any dividend payment date occurring prior to the date of conversion and any
Penalty Dividends payable thereon, upon the issuance of shares of Common Stock
as a stock dividend, in connection with combinations and subdivisions of the
Common Stock, upon certain reclassifications of the Common Stock, upon the
issuance to the Company's stockholders of rights or warrants to subscribe for
or purchase shares of Common Stock at a price per share less than the then
<PAGE>
current market price of the Common Stock (as determined in the Designation),
and in connection with certain distributions to the Company's stockholders of
evidences of indebtedness or assets. Except in the case of the adjustment in
respect of dividends, no adjustment in the Conversion Price will be required
unless it would result in at least a 1 percent increase or decrease in the
Conversion Price; however, any adjustment not made will be carried forward.
In case of any consolidation or merger of the Company with any other
corporation, or in the case of any merger of another corporation into the
Company (other than a merger with a corporation in which merger the Company is
the continuing corporation and which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock), or
in the case of a sale or conveyance of all or substantially all of the assets
of the Company to another corporation, the Company will be required to make
proper provisions so that the holder of each share of Convertible Preferred
Stock then outstanding will have the right thereafter to convert such share of
Convertible Preferred Stock into the kind or amount of shares of stock and
other securities and property receivable upon such consolidation, merger, sale
or conveyance by a holder of the number of shares of Common Stock into which
such share of Convertible Preferred Stock might have been converted immediately
prior to such consolidation, merger, sale or conveyance.
Preferred Stock Purchase Rights
In June 1990, the Board of Directors of the Company adopted a Shareholder
Rights Plan pursuant to which preferred stock purchase rights attach to all
shares of Common Stock at the rate of one right for each share of Common Stock.
Chemical Bank is the Rights Agent for the Preferred Stock Purchase Rights.
Generally, the rights only become distributable ten days following public
announcement that a person has acquired beneficial ownership of 15% or more of
the Common Stock or ten days following commencement of a tender offer for 15%
or more of the outstanding Common Stock. If, among other events, any person
becomes the beneficial owner of 15% or more of Common Stock, each right not
owned by such person generally becomes the right to purchase such number of
shares of Common Stock that is equal to the amount obtained by dividing the
right's exercise price (currently $40) by 50% of the market price of the Common
Stock on the date of the first occurrence. In addition, if the Company is
subsequently merged or certain other extraordinary business transactions are
consummated, each right generally becomes a right to purchase such number of
shares of common stock of the acquiring person that is equal to the amount
obtained by dividing the right's exercise price by 50% of the market price of
such common stock on the date of the first occurrence. Under certain
circumstances, the Company's directors may determine that a tender offer or
merger is fair to all shareholders and prevent the rights from being exercised.
Any shares of preferred stock issued pursuant to the Shareholders
Rights Plan will rank junior as to dividends and liquidation to the Convertible
Preferred Stock.
The Company will be entitled to redeem the rights at $0.01 a right at any
time until the tenth day following the public announcement that a 15% position
has been acquired or a tender offer has been commenced. The rights will expire
on June 26, 2000.
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Common Stock by
the Selling Shareholder may be effected from time to time in one or more
transactions in which holders of the Selling Stockholder's 6% Exchangeable
Senior Notes due 2004 (the "Notes") may exchange such Notes for shares of
Common Stock in accordance with the terms and conditions of each of the Note
Agreements, dated as of April 25, 1994, between Crusader and each of the
purchasers named therein.
The Company has been further advised that if the shares of Common Stock
are released from escrow upon the redemption of the Notes prior to maturity,
prepayment of the Notes at maturity or otherwise, the distribution of the
Common Stock by the Selling Shareholder may be effected from time to time in
one or more transactions (which may involve block transactions) (i) on the New
York Stock Exchange or such other national security exchanges on which the
Company's Common Stock is listed, in transactions that may include special
offerings and exchange distributions pursuant to and in accordance with the
rules of such exchanges, (ii) in the over-the-counter market, or (iii) in
transactions otherwise than on such exchanges or in the over-the-counter
market, or in a combination of any such transactions. Such transactions may be
effected by the Selling Shareholder at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Selling Shareholder may effect such transactions by
selling the Common Stock to or through broker-dealers and such broker-dealers
will receive compensation in the form of discounts or commissions from the
Selling Shareholder and may receive commissions from the purchasers of the
Common Stock for whom they may act as agent (which discounts or commissions
from the Selling Shareholder or such purchasers will not exceed those customary
in the type of transactions involved).
Any broker-dealers that participate with the Selling Shareholder in the
distribution of the Common Stock, may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 (the "1933 Act"), and any commissions or
discounts received by such broker-dealers and any profit on the resale of the
Common Stock by such broker-dealers might be deemed to be underwriting
discounts and commissions under such act.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock covered by this
Prospectus are being passed upon by Jackson & Walker, L.L.P. Robert B.
Holland, III, Senior Vice President and General Counsel of the Company, is a
partner of Jackson & Walker, L.L.P. and may be deemed to beneficially own,
directly or indirectly, 218,020 shares of the Company's Common Stock, of which
215,000 are subject to options or convertible debentures.
<PAGE>
EXPERTS
The consolidated financial statements of Triton Energy Corporation as of
and for the year ended May 31, 1993, incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended May 31, 1993, have been
so incorporated in reliance upon the report (which included an audit of the
adjustments that were applied to restate the 1992 and 1991 financial statements
for discontinued wholesale fuel products operations as described in Notes 1 and
2 of the financial statements) of Price Waterhouse, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited interim financial information of Triton
Energy Corporation and its subsidiaries for the three month period ended August
31, 1993, the three and six month periods ended November 30, 1993, and the
three and nine month periods ended February 28, 1994 and 1993, incorporated by
reference in this Prospectus, Price Waterhouse reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports included in the Company's
quarterly reports on Form 10-Q for the quarters ended August 31, 1993, November
30, 1993 and February 28, 1994, and incorporated by reference herein, state
that they did not audit and they did not express an opinion on the referenced
unaudited consolidated financial information. Price Waterhouse did not carry
out any significant or additional tests beyond those which would have been
necessary if their reports had not been included. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of their review procedures applied. Price Waterhouse is not
subject to the liability provisions of section 11 of the 1933 Act for their
reports on the unaudited consolidated financial information because such
reports are not a "report" or a "part" of the Registration Statement prepared
or certified by Price Waterhouse within the meaning of sections 7 and 11 of the
1933 Act.
The consolidated financial statements of Triton Energy Corporation as of
May 31, 1992 and for the years ended May 31, 1992 and 1991 (before restatement
for discontinued wholesale fuel products operations), incorporated herein by
reference to the Company's Annual Report on Form 10-K for the year ended May
31, 1993, have been so incorporated in reliance upon the report of KPMG Peat
Marwick, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of Crusader Limited as of May 31,
1992 and for the years ended May 31, 1992 and 1991, incorporated herein by
reference to the Company's Annual Report on Form 10-K for the year ended May
31, 1993, have been so incorporated in reliance upon the report of KPMG Peat
Marwick, independent accountants, given on the authority of said 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 by reference herein in
reliance upon such firm as experts with respect to the matters contained
therein.
<PAGE>
Certain information with respect to the gas and oil reserves of Triton and
its subsidiaries derived from the report of McDaniel & Associates Consultants,
Ltd., independent petroleum engineers, has been incorporated by reference
herein in reliance upon such firm as experts with respect to the matters
contained therein.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by the Company in connection with the
offering described in this Registration Statement are as follows:
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . $ 9,956.51<F1>
Legal fees and expenses . . . . . . . . . 8,000.00
Accounting fees and expenses . . . . . . . 5,000.00
Printing and duplicating expenses . . . . 1,000.00
Miscellaneous expenses . . . . . . . . . . 1,043.49
----------
Total . . . . . . . . . . . . . . . . . $25,000.00
==========
____________________
<FN>
<F1> Previously paid.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to
any proceeding arising from actions taken in his official capacity, as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interest. In cases not concerning
conduct in his official capacity as a director or officer, a director or
officer may be indemnified so long as it shall be determined that he conducted
himself in good faith and that he reasonably believed that his conduct was not
opposed to the corporation's best interest. In the case of any criminal
proceeding, a director or officer may be indemnified if he had no reasonable
cause to believe his conduct was unlawful. If a director or officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
Article III of the Company's Bylaws requires the indemnification of
officers and directors to the fullest extent permitted by the Texas Business
Corporation Act. The Company also has policies insuring its officers and
<PAGE>
directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933, as amended.
Article VIII of the Company's Certificate of Restated Articles of
Incorporation requires the indemnification of directors to the fullest extent
permitted by the Texas Miscellaneous Corporation Laws Act and the Texas
Business Corporation Act.
Effective as of August 28, 1989, Article 7.06.B of the Texas Miscellaneous
Corporation Laws Act was amended to read in its entirety as follows:
"B. The articles of incorporation of a corporation may provide
that a director of the corporation shall not be liable, or shall be
liable only to the extent provided in the articles of incorporation,
to the corporation or its shareholders or members for monetary
damages for an act or omission in the director's capacity as a
director, except that this article does not authorize the elimination
or limitation of the liability of a director to the extent the
director is found liable for:
(1) a breach of the director's duty of loyalty to the
corporation or its shareholders or members;
(2) an act or omission not in good faith that
constitutes a breach of duty of the director to the
corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office;
or
(4) an act or omission for which the liability of a
director is expressly provided for by an applicable
statute."
Item 16. Exhibits.
*4.1 - Stock Subscription and Purchase Agreement dated June 23,
1983, by and between Triton Energy Corporation and Crusader
Oil N.L. (the "Purchase Agreement") and the Amendment to
the Purchase Agreement dated June 27, 1983.
5.1 - Opinion of Jackson & Walker, L.L.P., as to the validity of
issuance of the shares of Common Stock.
15.1 - Letter of Price Waterhouse, acknowledging awareness of the
use of their reports dated October 4, 1993, January 10,
1994, and April 4, 1994, relating to their review of
interim financial information.
23.1 - Consent of Price Waterhouse.
23.2 - Consent of KPMG Peat Marwick, Dallas, Texas.
<PAGE>
23.3 - Consent of KPMG Peat Marwick, Brisbane, Australia.
23.4 - Consent of Jackson & Walker, L.L.P. (included in Exhibit
5.1).
23.5 - Consent of DeGolyer and MacNaughton, independent petroleum
engineers.
23.6 - Consent of McDaniel & Associates Consultants Ltd.,
independent petroleum engineers.
24.1 - Powers of Attorney.
_________________________
* Previously filed.
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;
(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 registrant 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.
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (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 the
registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<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 has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas, on May 13,
1994.
TRITON ENERGY CORPORATION
By: /s/ Peter Rugg
---------------------------
Peter Rugg
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
* President, Chief May 13, 1994
-----------------------
(Thomas G. Finck) Executive Officer,
Director
* Senior Vice President May 13, 1994
-----------------------
(Peter Rugg) and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
* Director May 13, 1994
-----------------------
(Herbert L. Brewer)
* Director May 13, 1994
-----------------------
(Ernest E. Cook)
* Director May 13, 1994
-----------------------
(Ray H. Eubank)
* Director May 13, 1994
-----------------------
(Jesse E. Hendricks)
<PAGE>
* Director May 13, 1994
-----------------------
(William I. Lee)
* Director May 13, 1994
-----------------------
(John P. Lewis)
* Director May 13, 1994
-----------------------
(Michael E. McMahon)
* Director May 13, 1994
-----------------------
(Graeme O. Morris)
* Director May 13, 1994
-----------------------
(Wellslake D. Morse, Jr.)
* Director May 13, 1994
-----------------------
(J.G.A. Tucker)
Director May , 1994
-----------------------
(Fitzgerald S. Hudson)
* Director May 13, 1994
-----------------------
(J. Otis Winters)
*By: /s/ ROBERT B. HOLLAND, III
--------------------------
(Robert B. Holland, III)
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
- ------- ----------------------- ------------
5.1 - Opinion of Jackson & Walker, L.L.P., as to the
validity of issuance of the shares of Common Stock.
15.1 - Letter of Price Waterhouse, acknowledging awareness
of the use of their reports dated October 4, 1993,
January 10, 1994, and April 4, 1994, relating to
their review of interim financial information.
23.1 - Consent of Price Waterhouse.
23.2 - Consent of KPMG Peat Marwick, Dallas, Texas.
23.3 - Consent of KPMG Peat Marwick, Brisbane, Australia.
23.5 - Consent of DeGolyer and MacNaughton, independent
petroleum engineers.
23.6 - Consent of McDaniel & Associates Consultants Ltd.,
independent petroleum engineers.
24.1 - Powers of Attorney.
EXHIBIT 5.1
May 13, 1994
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Dear Sirs:
This opinion is delivered in connection with Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission on May 16, 1994 (the "Registration Statement") by Triton
Energy Corporation, a Texas corporation (the "Company"), under the Securities
Act of 1933, as amended (the "Act"), relating to 1,114,044 shares of the
Company's common stock, par value $1.00 per share (the "Shares"), held by
Crusader Limited.
We are familiar with the Restated Articles of Incorporation and Bylaws of
the Company, each as amended to date. In addition, we have examined such
corporate records, documents and other instruments and have made such other
examinations and inquiries as we have deemed necessary to enable us to express
the opinions set forth herein.
Based upon the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that the Shares have been duly authorized,
validly issued, fully paid and nonassessable.
We are members of the bar of the State of Texas and we express no opinion
herein other than with respect to the laws of the State of Texas and the
federal law of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
EXHIBIT 15.1
May 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that Triton Energy Corporation has included our reports
dated October 4, 1993, January 10, 1994 and April 4, 1994 (issued pursuant to
the provisions of Statement on Auditing Standards No. 71) in the Prospectus
constituting part of its Registration Statement on Form S-3 to be filed on or
about May 16, 1994. We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE,
Dallas, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 18, 1993 appearing on page F-2 of Triton Energy Corporation's
Annual Report on Form 10-K for the year ended May 31, 1993. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE,
Dallas, Texas
May 13, 1994
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 14, 1992 appearing on page F-3 of Triton Energy Corporation's
Annual Report on Form 10-K for the year ended May 31, 1993. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
KPMG PEAT MARWICK,
Dallas, Texas
May 13, 1994
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 14, 1992 appearing on page F-53 of Triton Energy Corporation's
Annual Report on Form 10-K for the year ended May 31, 1993. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
KPMG PEAT MARWICK,
Brisbane, Australia
May 13, 1994
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
May 13, 1994
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Gentlemen:
We hereby consent to (i) the incorporation by reference from Triton Energy
Corporation's (the Company) Annual Report on Form 10-K for the fiscal year
ended May 31, 1993 in Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-3 relating to an offering of the Company's
common stock of certain data from our report dated August 20, 1993, entitled
"Letter Report as of May 31, 1993 on Reserves and Revenue of Certain Properties
owned by Triton Energy Corporation - SEC Case" and (ii) the specific references
to our firm in "Experts."
Very truly yours,
/s/ DeGolyer and MacNaughton
EXHIBIT 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
May 13, 1994
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
RE: Consent of Independent Petroleum Engineers
Dear Gentlemen:
We hereby consent to the incorporation by reference from Triton Energy
Corporation's (the "Company") Annual Report on Form 10-K for the fiscal year
ended May 31, 1993 in Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-3 relating to an offering of the Company's
common stock of certain data from our reports entitled "Evaluation of Oil & Gas
Reserves, Triton Canada Resources Ltd., based on Constant Price Assumptions, as
of May 31, 1993," dated June 8, 1993 and "Evaluation of Oil & Gas Reserves,
Ausquacan Energy Limited, based on Constant Price Assumptions, as of May 31,
1993," dated June 15, 1993. We also hereby consent to the specific references
to our firm as "experts".
Sincerely,
McDaniel & Associates Consultants Ltd.
/s/ B.H. Emslie
- -------------------
Name: B.H. Emslie
Calgary, Alberta, Canada
Dated: May 13, 1994
<PAGE>
EXHIBIT 24.1
TRITON ENERGY CORPORATION
POWER OF ATTORNEY
Triton Energy Corporation, a Texas corporation (the "Company"), and each
of the undersigned officers and directors of the Company hereby constitute and
appoint Robert B. Holland, III and Thomas G. Finck, jointly and severally, with
full power of substitution and revocation, their true and lawful attorneys-in-
fact and agents, for them and on their behalf and in their respective names,
places and steads, in any and all capacities, to sign, execute, and file any
documents which may be required relating to this Registration Statement,
including any and all amendments, exhibits and supplements thereto, granting
unto said attorneys, and each of them full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to all intents and
purposes as they might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in counterpart.
IN WITNESS WHEREOF, Triton Energy Corporation has caused this Power of
Attorney to be executed in its name by the Chairman of its Board of Directors
and its corporate seal to be affixed and attested by its Secretary, and the
undersigned officers and directors have hereunto set their hands on this 13th
day of May, 1994.
TRITON ENERGY CORPORATION
By: /s/ THOMAS G. FINCK
-----------------------------
(Thomas G. Finck)
President and Chief Executive Officer
[CORPORATE SEAL]
Attest:
/s/ THOMAS G. FINCK
-------------------------
(Thomas G. Finck)
President and Chief Executive Officer
<PAGE>
/s/ PETER RUGG
-------------------------
(Peter Rugg)
Senior Vice President and Chief Financial
Officer
/s/ HERBERT L. BREWER
-------------------------
(Herbert L. Brewer)
Director
/s/ ERNEST E. COOK
-------------------------
(Ernest E. Cook)
Director
/s/ RAY H. EUBANK
-------------------------
(Ray H. Eubank)
Director
/s/ JESSE E. HENDRICKS
-------------------------
(Jesse E. Hendricks)
Director
/s/ WILLIAM I. LEE
-------------------------
(William I. Lee)
Director
/s/ JOHN P. LEWIS
-------------------------
(John P. Lewis)
Director
/s/ MICHAEL E. McMAHON
-------------------------
(Michael E. McMahon)
Director
/s/ GRAEME O. MORRIS
-------------------------
(Graeme O. Morris)
Director
<PAGE>
/s/ WELLSLAKE D. MORSE, JR.
-----------------------------
(Wellslake D. Morse, Jr.)
Director
/s/ J.G.A. TUCKER
-----------------------------
(J.G.A. Tucker)
Director
-----------------------------
(Fitzgerald S. Hudson)
Director
/s/ J. OTIS WINTERS
-----------------------------
(J. Otis Winters)
Director
