SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 1994
Triton Energy Corporation
(Exact name of registrant as specified in its charter)
Texas 1-7864 75-1151855
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
6688 N. Central Expressway, Suite 1400, Dallas, Texas 75206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 691-5200
N/A
(Former name of former address, if changed since last report)
Item 5. Other Events.
On January 17, 1994, Triton Energy Corporation (the "Company")
announced its intention to make an offer to purchase the shares
of Triton Europe p.l.c. not owned by the Company.
Consummation of the transaction is conditioned upon, among
other things, approval by the minority shareholders of Triton
Europe p.l.c. and court approval.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Releases dated January 17, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
TRITON ENERGY CORPORATION
Date: January 19, 1994 By: /s/ Robert B. Holland, III
Robert B. Holland, III, Senior Vice
President and General Counsel
EXHIBIT NO. 99.1
NEWS RELEASE
TRITON ENERGY MAKES OFFER FOR MINORITY INTERESTS
IN TRITON EUROPE
DALLAS--Jan. 17, 1994--Triton Energy Corporation (NYSE: OIL)
today announced that it has offered to acquire the outstanding
minority shareholding of Triton Europe plc. (London: TTE) in
exchange for new Triton Energy convertible preferred shares.
The offer values the Triton Europe shares at 37.5 pence
(approximately 56 cents U.S.) per share. Triton Energy currently
owns 59.5% of the outstanding shares of Triton Europe.
Triton Energy intends to issue the preferred shares in exchange
for the approximately 33.4 million Triton Europe shares not
currently held by the company. The convertible preferred shares
will pay a fixed dividend of 5% per annum and will be
convertible into the common stock of Triton Energy Corporation
at an approximate 20% premium to market value at closing. It is
estimated that the closing will occur within the next 120 days.
Triton Europe's principal producing property is the Villeperdue
oil field (50% working interest), located 100 kilometers east of
Paris. Triton Europe's net production from Villeperdue in the
fiscal year ended May 31, 1993, averaged 3,488 barrels per day.
The transaction is subject to approval by the minority
shareholders of Triton Europe and the High Court in the United
Kingdom as well as other conditions at closing.
Triton Energy, with headquarters in Dallas, is an international
independent oil and gas exploration and production company with
oil and gas interests in numerous countries.
# # #
CONTACTS: W. Greg Dunlevy or Linda T. Covington (214) 691-5200
NEWS RELEASE 17 January 1994
Notes for City Editors
Recommended Offer by Triton Energy for the Minority Interests in
Triton Europe
The Boards of Triton Energy Corporation and Triton Europe plc
announce that agreement has been reached on the terms of a
recommended offer by Triton Energy, which currently owns 59.47%
of Triton Europe, for the shares in Triton Europe not already
owned by it.
As described in the announcement, the offer values each Triton
Europe share at 37.5p, a premium of 87.5% to Triton Europe's
mid-market closing price of 20p as at 14 January 1994.
The consideration will be satisfied by the issue of new
unlisted 5% convertible preferred stock of Triton Energy. Each
convertible preference share will be convertible into one common
share of Triton Energy on or after 1 October 1994.
Shareholders in Triton Europe will be able to elect to receive
cash in respect of their holdings up to a maximum of $10,000 per
shareholder, subject to a maximum cash payment by Triton Energy
of $2 million.
The offer is to be effected by means of a Scheme of Arrangement.
The three largest minority shareholders in Triton Europe, who
together own or control 18.3% of the Company or 45.2% of the
shares not currently owned by Triton Energy, have indicated
their intention to vote in favour of the Scheme of Arrangement.
The independent directors of Triton Europe, advised by
Kleinwort Benson Securities Limited, believe that the terms of
the offer are fair and reasonable and will unanimously recommend
Triton Europe shareholders to vote in favour of the Scheme of
Arrangement to effect the offer.
J.P. Morgan is acting as financial adviser to Triton Energy.
The remainder of this announcement contains additional
information on the offer.
Enquiries:
Triton Europe: Bill Smith, Non-Executive Director London 071 629 1010
Kleinwort Benson
Securities Limited: John Herring, Director London 071 623 8000
Triton Energy: Greg Dunlevy, Vice President Dallas 214 691 5200
Linda Covington, Manager Dallas 214 691 5200
J.P. Morgan: Roger Wood, Vice President London 071 325 5266
Eileen Darko, Associate London 071 325 5755
News Release:
Recommended Offer by Triton Energy for the Minority Interests in
Triton Europe
The Boards of Triton Energy Corporation ("Triton Energy") and
Triton Europe plc ("Triton Europe", or the "Company") announce
that agreement has been reached on the terms of a recommended
offer (the "Offer") by Triton Energy, which currently owns
59.47% of the Company, for the shares not already owned by it.
A committee comprising the directors of Triton Europe who are
not directors of or otherwise connected with Triton Energy (the
"Independent Directors") has been appointed to consider the
Offer. The Independent Directors are W.R. Smith, J.J.
Holtzscherer and D.P. Metcalfe.
As described below, the Offer values each Triton Europe share at
37.5p and attributes an aggregate value to the Company of 30.9
million pounds, or 12.5 million pounds for the shares not already
owned by Triton Energy.
The Offer is to be effected by means of a Scheme of Arrangement
under Section 425 of the Companies Act of 1985 (the "Scheme").
Implementation of the Scheme will require, inter alia, the
passing of resolutions at meetings of Triton Europe's
shareholders and the sanctioning of the Scheme by the High
Court. The conditions of the Scheme are set out in Appendix I.
Triton Energy currently owns 49,058,805 Triton Europe ordinary
shares of 5p each ("Triton Europe Shares"), equivalent to 59.47%
of the Company's issued share capital. In addition, directors
and officers of Triton Energy hold a further 15,500 Triton
Europe Shares, equivalent to 0.02% of the Company's issued share
capital. Triton Energy will not vote at the meetings of Triton
Europe shareholders to be convened to consider the Scheme.
Assuming its approval, it is anticipated that the Scheme will
become effective in early April 1994, following which Triton
Energy intends to seek the cancellation of the listing of Triton
Europe's shares on the London Stock Exchange.
Proposed Terms
The Offer is being made on the basis that each Triton Europe
Share is being attributed a value of 37.5p.
The consideration for each Triton Europe Share will be satisfied
by the issue of Triton Energy Convertible Preferred Stock
("Preference Share"). Each Preference Share will be convertible
into one share of Triton Energy common stock. The precise
number of Preference Shares to be issued in respect of each
Triton Europe shareholding will not be determined until the
Scheme of Arrangement necessary to effect the Offer has been
approved both by shareholders and the High Court. This is
anticipated to take place in early April 1994.
For the purpose of the Offer, each Preference Share will be
attributed a value of 120% of the average closing price for one
Triton Energy common share on the New York Stock Exchange for
the five trading days prior to the date of the Court hearing to
sanction the Scheme (the "Redemption Price"). The foreign
exchange rate to be used will be the rate applying on the latest
practicable business day prior to the printing of the circular
to shareholders setting out the terms of the Offer (the
"Exchange Rate Date").
Fractions of Preference Shares will not be issued and fractional
entitlements will be satisfied in cash on the basis of 37.5p for
every Triton Europe Share held.
Each Preference Share will be convertible at any time on or
after 1 October 1994 into one share of Triton Energy common
stock.
The value of the Offer represents an increase of 87.5% over 20p,
being the closing middle market price for a Triton Europe Share
on 14 January 1994, the last dealing day prior to this
announcement.
For illustrative purposes only, assuming an exchange rate of 1 pound
= $1.4915 and a price for each Triton Energy common share of $31
(the price at 5 p.m. London time on 14 January 1994), Triton
Europe shareholders would be offered one Preference Share for
every 66 Triton Europe Shares then held.
Assuming full conversion price of the maximum number of
Preference Shares issuable pursuant to the Offer, and on the
basis of the foreign exchange rate and the share price used
above, approximately 500,000 new Triton Energy common shares
would be issued, equivalent to approximately 1.4% of Triton
Energy's enlarged issued share capital.
Principal Terms of the Preference Shares
The Preference Shares will be convertible into Triton Energy
common stock at a price which equates to a 20% premium to the
average closing price of Triton Energy common stock on the New
York Stock Exchange for the five trading days prior to the date
of the Court hearing to sanction the Scheme.
Each Preference Share will bear, when declared out of funds
legally available for payment, a fixed cash dividend of 5% per
annum on the Redemption Price, before applicable withholding
taxes, payable semi-annually in U.S. dollars on 30 September and
30 March, commencing on 30 September 1994.
In general, holders of the Preference Shares who are resident in
the U.K. will be subject to a 15% U.S. withholding tax on
dividend payments.
The Preference Shares will be redeemed at the Redemption Price
on 30 March 2004 either for cash or, at the option of Triton
Energy, for Triton Energy common stock. If common stock is
issued to satisfy redemption, the number of Triton Energy common
shares issued will be determined by reference to the average
closing price for Triton Energy common stock on the New York
Stock Exchange on the five trading days prior to redemption so
that each holder of the Preference Shares will be issued such
number of common shares as has a market value equivalent to the
Redemption Price.
Triton Energy may also redeem all outstanding Preference Shares
for cash at the Redemption Price at any time if 75% or more of
the aggregate amount issued as a result of the Offer has already
been converted.
In addition, with effect from 30 March 1998, Triton Energy will
have the right to redeem the Preference Shares in cash at the
Redemption Price.
The Preference Shares will rank in priority to Triton Energy
common stock or any liquidation, but will be subordinated in
right of payment to all existing and future indebtedness of
Triton Energy.
Further information on the Preference Shares is set out in
Appendix II.<PAGE>
Valuation of the Preference Shares
The Preference Shares have been valued by J.P. Morgan as at 14
January 1994 at not less than 100% of the Redemption Price.
This implies a value of 37.5p for each Triton Europe Share on
the basis of the exchange rate prevailing on the Exchange Rate
Date.
J.P. Morgan's valuation has been arrived at employing customary
valuation techniques on the basis of a number of factors,
including the conversion premium, the dividend and the
historical volatility of Triton Energy common shares, and has
been based on a number of assumptions prevailing on 14 January
1994, including the interest rates prevailing on that date and
the state of the market for similar securities. The value of
the Preference Shares to individual shareholders of Triton
Europe will depend on their tax position. In particular, the
Preference Shares may be worth more to U.S. shareholders in
Triton Europe who are not subject to U.S. withholding tax on
dividends paid by Triton Energy than to investors who are
subject to such U.S. withholding tax.
Transferability of the Preference Shares
Although it is not intended that the Preference Shares be listed
on any securities exchange, they will be freely transferable.
J.P. Morgan Securities Inc. (the "Market Maker") has indicated
its willingness to make a market in the Preference Shares.
However, the Market Maker is under no obligation to make a
market in the Preference Shares, and any market making activity
may be discontinued at any time.
The Preference Shares may trade at prices higher or lower than
the Redemption Price, depending on many factors including
prevailing interest rates; the financial condition, business,
assets, results of operations or prospects of Triton Energy, or
financial conditions affecting the value of Triton Energy's
securities; and the market for similar securities.
Cash Election
As part of the Offer arrangements, Triton Energy has agreed to
make a facility available whereby individual shareholders in
Triton Europe can elect to receive up to $10,000 of the
consideration due to them in cash.
Under this facility, the sterling equivalent of up to $2 million
is being made available to satisfy cash elections and fractional
entitlements. To the extent that fractional entitlements and
cash elections in aggregate amount to more than $2 million,
shareholder elections will be scaled back pro rata to their
elections.
On the assumption that Triton Europe's shareholder register
remains unchanged from 31 December 1993, if every Triton Europe
shareholder elected to receive their full cash entitlement, then
their elections would be met in full.
J.P. Morgan, financial adviser to Triton Energy, is satisfied
that adequate resources are available to Triton Energy to meet
its cash obligations under the terms of the Offer.
Information on Triton Energy
Triton Energy is an independent energy company engaged in
international oil and gas exploration and production through
wholly-owned and partly-owned subsidiaries and affiliates, some
of which (including Triton Europe) are publicly-held. In
addition to its holding in Triton Europe, Triton Energy
currently has interests in producing properties and development
operations in Colombia, Argentina, 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 and New Zealand. Triton Energy is
headquartered in Dallas, Texas.
During 1993, Triton Energy made several changes in its
management and initiated a strategic review of its existing
exploration and development programmes and non-oil and gas
businesses. Triton Energy is focussing its strategy on high
potential exploration and development opportunities in Colombia,
Malaysia/Thailand and Argentina, and in new international oil
and gas ventures.
Triton Energy has a net revenue interest of 9.24% in the Cusiana
and Cupiagua Fields in Colombia. The fields have been declared
commercial by Ecopetrol, the Colombian national oil company, and
are expected to produce a peak of 150,000 gross barrels of oil
per day in the initial production phase by December 1995.
Triton Energy had net proved reserves of 104.0 million barrels
of liquids, and 158.7 billion cubic feet of gas as at 31 May
1993.
In the year ended 31 May 1993, Triton Energy's total revenues
were $110.2 million. In the same period Triton Energy made a
loss from continuing operations (before extraordinary items and
the cumulative effect of accounting changes) of $81.8 million.
As at 31 May 1993, Triton Energy had total stockholders' equity
of $255.4 million.
At 14 January 1994, Triton Energy's authorised capital was
200,000,000 shares of common stock and 5,000,000 shares of
preferred stock. About 35.4 million common shares and no
preferred shares were in issue. Up to 200,000 shares of
preferred stock may be issued to holders of common stock in
certain circumstances under Triton Energy's Shareholders' Rights
Plan.
Triton Energy's primary share quotation is on the New York Stock
Exchange. Its shares were trading at $31 at 5 p.m. London time
on 14 January 1994, implying a market capitalisation of about
$1,100 million. Triton Energy's shares are also quoted on the
Toronto Stock Exchange.
Further information on Triton Energy will be included in the
Scheme document, which will be sent to shareholders in due
course.
Information on Triton Europe
Triton Europe is an independent oil and gas company listed on
the London Stock Exchange whose principal asset is a 50 percent
non-operated interest in the Villeperdue field in the Paris
Basin, France. The Company, which is registered in England, has
its head office in The Hague, the Netherlands, as well as
offices in Paris and London. The Company also has interests in
Italy, the United Kingdom and the United States of America.
At 31 May 1993, Triton Europe had estimated proved net reserves
of 8,188,000 barrels of oil, of which 7,502,000 were at
Villeperdue and 549,000 barrels at the Melun and Bagneaux
fields, which have been sold for 0.7 million pounds. During the
financial year ended 31 May 1993, Villeperdue accounted for more
than 86% of the Company's total production. The field produced
an average of 3,488 barrels of oil per day net to the Company, a
20% decline over the previous years. Current net production is
approximately 2,600 barrels per day.
The Company's financial performance in recent years has suffered
as a result of a decline in production and relatively high fixed
costs. In September, the Company announced its results for the
financial year ended 31 May 1993. These showed an operating
loss of 50.3 million pounds, largely due to a 41.0 million pounds writedown
of the Company's oil and gas interests, of which approximately
37.0 million pounds was attributed to the Paris Basin producing
properties. The Group's loss after taxation for the period was
34.4 million pounds, representing loss per share of 41.72p. The
audited net assets of the Company at 31 May 1993 were 41.19
million pounds, equivalent to 49.9p per share.
The Company is presently in the process of completing a
programme of substantial cost reductions which will result in a
reduction in staff levels of some 75 percent. The Company's
financial performance will also be influenced by the fall in the
price of Brent oil from $18.50 per barrel at 31 May 1993 to
$14.02 as at 11 January 1994, which will have a significant
adverse impact on this year's reserves.
In the light of the approach by Triton Energy, the Independent
Directors commissioned DeGolyer and MacNaughton, a leading firm
of independent petroleum consultants, to prepare a valuation of
the proven and probable reserves of Triton Europe's French
producing assets as of 30 November 1993. On the basis of
certain assumptions, including an oil price achieved of $15.02
per barrel and a discount rate of 10%, the preliminary estimate
of the net present worth of the future net revenue of the proved
reserves amounts to some $29 million and some $37 million for
the proved plus probable reserves. The probable reserves have
not been risk-adjusted. These values equate to 23.5p and 30.0p
respectively per Triton Europe Share and compare to 41.2p per
share, being the carrying value attributable to the Paris Basin
interests in the last published accounts.
Further information on the Company will be included in the
Scheme document.
Background to the Offer
Triton Energy and the Independent Directors have been concerned
for some time about the Company's continuing declines in
production, the relatively high cost of maintaining a listing,
overall high costs in relation to revenues, and the limited
liquidity in Triton Europe Shares. In August 1993 Triton Energy
informed the Independent Directors of its intention to acquire
the minority shareholdings in the Company. Since the initial
approach, Triton Energy and its financial adviser, J. P. Morgan,
have been involved in numerous discussions with the Company's
Independent Directors and their financial adviser, Kleinworth
Benson Securities Limited. As a result of these discussions
Provident Mutual, Legal & General and L.L. Capital Partners, the
three largest minority shareholders who together account for
18.3% of Triton Europe Shares or 45.2% of the shares not
currently owned by Triton Energy, have expressed their intention
to vote in favour of the Offer.
Management and Staff
Triton Energy has confirmed that the existing rights, including
pension rights, of the employees of Triton Europe will be fully
safeguarded.
Recommendation by the Independent Directors
The Independent Directors consider that the terms of the Offer
are fair and reasonable, and have been so advised by Kleinwort
Benson Securities Limited. Accordingly, they will unanimously
recommend that Triton Europe shareholders vote in favour of the
necessary resolutions at the forthcoming shareholder meetings to
effect the Offer, as they intend to do in respect of their own
beneficial shareholdings amounting to 12,000 shares.
General
A letter to shareholders giving full details of the proposed
Offer, the Scheme of Arrangement and the views of the
Independent Directors will be despatched to Triton Europe
shareholders as soon as practicable.
The Panel on Takeovers and Mergers has indicated that the
proposed transaction will not be subject to the City Code on
Takeovers and Mergers (the "Code"), since the Company is not
deemed to be a U.K. company for the purposes of the Code.
This document has been issued by Morgan Guaranty Trust Company
of New York, a member of the Securities and Futures Authority.
Appendix I
Conditions of the Scheme
The Scheme will become fully effective and binding if:
(i) a resolution to approve the Scheme is passed by a majority
in number representing three-fourths in value of the Triton
Europe Shares held by those present and voting either in person
or by proxy at a Court meeting of the holders of Triton Europe
Shares;
(ii) the necessary resolution to give effect to the Offer is
duly passed at an Extraordinary General Meeting of Triton
Europe; and
(iii) the Scheme is sanctioned by the High Court and an office
copy of the Court Order is delivered to the Registrar of
Companies for registration.
The necessary steps to make the Scheme effective will not be
taken:
(a) until any necessary filings with the U.S. Securities and
Exchange Commission have been completed; and
(b) if any government or governmental, quasi-governmental,
supranational or trade agency or regulatory body shall have,
prior to the effective date of the Scheme, instituted or
threatened any action, suit or investigation to restrain,
prohibit, restrict materially, delay materially or otherwise
challenge the proposed acquisition or shall have threatened to
take any action as a result of its implementation.
Triton Europe reserves the right to waive the requirement in
these paragraphs (a) and (b).
If the Scheme does not become effective by 30 June 1994, or such
later date as Triton Europe and Triton Energy may jointly
approve and the High Court may allow, it will lapse and be of no
further effect.
Appendix II
Further Information on Preference Shares
Dividend. Holders of the Preference Shares will be entitled to
receive, when declared out of funds legally available for
payment, a fixed cumulative cash dividend of 5% per annum on the
Redemption Price, before applicable withholding taxes, payable
semi-annually on 30 September & 30 March in each year.
Dividends will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The first dividend payment
will be made on 30 September 1994, based on the number of days
elapsed between the Scheme becoming effective and the first
dividend payment date, divided by 360 days. The Preference
Shares will have priority as to dividends over the common stock
of Triton Energy and no repurchase or redemption of common stock
will be permitted unless all accrued and unpaid dividends on the
Preference Shares have been paid or declared and set aside for
payment. Penalty dividends will accrue in respect of any
dividend payment on the Preference Shares which may be in
arrears.
Conversion. The Preference Shares will be convertible into
Triton Energy common stock at a conversion price which will be
set at a premium of 20% to the average closing price of Triton
Energy common stock on the New York Stock Exchange on the five
trading days prior to the date on which the Scheme becomes
effective. The Preference Shares may be converted at any time
on or after 1 October 1994. Conversion rights will be enhanced
to account for any accrued but past due dividends.
Redemption. With effect from 30 March 1998, the Preference
Shares will be redeemable for cash at the Redemption Price (plus
accrued dividends, if any) at the option of Triton Energy, in
whole or in part, at any time and from time to time, upon not
less than 30 nor more than 60 days' notice. Triton Energy may
also redeem all outstanding Preference Shares for cash at any
time if 75% or more of the aggregate amount issued as a result
of the Offer has already been converted. Any outstanding
Preference Shares will be redeemable at the Redemption Price
(plus accrued dividends, if any) on 30 March 2004. Redemption
on this date may be made in cash or Triton Energy common shares,
at the option of Triton Energy. If Triton Energy common shares
are issued, they will be valued at the average closing price of
Triton Energy common stock on the New York Stock Exchange on the
five trading days prior to redemption so that each holder of the
Preference Shares will be issued such number of common shares as
has a market value equivalent to the Redemption Price (plus
accrued dividends, if any).
Liquidation. The Preference Shares will rank in priority to
Triton Energy common stock on any liquidation, but will be
subordinated in right of payment to all existing and future
indebtedness of Triton Energy, and effectively subordinated to
all existing and future indebtedness and preferred stock of each
of Triton Energy's subsidiaries to the extent of any such
subsidiary's assets.
Voting. Triton Energy's Articles of Incorporation will not be
capable of amendment in a manner adversely affecting the rights
of the holders of Preference Shares without the consent of at
least two thirds of the outstanding shares of Preference Shares,
voting separately as a class with the holders of any other class
of preferred stock entitled to vote in the circumstances.
Anti-dilution Provision. The conversion terms will be adjusted
in the event of a share split or share divided by Triton Energy.
Listing. While it is not intended that the Preference Shares
will be listed on any securities exchange, J.P. Morgan
Securities Inc (the "Market Maker") has indicated its
willingness to make a market in the Preference Shares. However,
the Market Maker is under no obligation to make a market in the
Preference Shares, and any market making activity may be
discontinued at any time.
Transferability. The Preference Shares will be freely
transferable.
