SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUES
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 75-1151855
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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6688 North Central Expressway (Zip Code)
Suite 1400
Dallas, TX
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock ($1.00 par value) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. General Information.
(a) The registrant, Triton Energy Corporation ("Triton Delaware" or
the "Company"), was incorporated under the laws of the State of Delaware on
May 2, 1995 to be the successor by merger to Triton Energy Corporation, a
Texas corporation ("Triton Texas").
(b) Triton Delaware's fiscal year ends on December 31.
Item 2. Transaction of Succession.
(a) Triton Delaware's predecessor is Triton Texas. Triton Texas is
the only predecessor issuer that had securities, its Common Stock, $1.00 par
value, and Preferred Stock Purchase Rights, registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended.
(b) At the Annual Meeting of Shareholders held May 11, 1995, the
shareholders of Triton Texas approved the reincorporation of Triton Texas from
Texas to Delaware. The reincorporation was effected on May 12, 1995 (the
"Effective Date") pursuant to the merger of Triton Texas with and into Triton
Delaware (the "Reincorporation"). Upon consummation of the Reincorporation,
each share of Common Stock and 5% Convertible Preferred Stock of Triton Texas
outstanding as of the Effective Date was converted into, respectively, one
share of Common Stock and one share of 5% Convertible Preferred Stock of
Triton Delaware. Pursuant to the terms of the Rights Agreement dated as of
June 26, 1990, the preferred stock purchase rights attached to the Common
Stock of Triton Texas automatically become preferred stock purchase rights
("Rights") attached to the Common Stock of Triton Delaware.
Item 3. Securities to be Registered.
Upon consummation of the Reincorporation (1) the number of shares of
Common Stock of Triton Delaware and Rights authorized were 200,000,000, (2)
the number of shares of Common Stock of Triton Delaware and Rights that were
issued were 35,620,450 and (3) the number of shares of Common Stock of Triton
Delaware held by Triton Delaware in its treasury were 37,099.
Item 4. Description of Registrant's Securities to be Registered.
Common Stock
General
The Company's Certificate of Incorporation authorizes the Company to
issue up to 200,000,000 shares of Common Stock, par value $1.00 per share, of
which 35,583,351 shares were outstanding (excluding 37,099 treasury shares)
at May 12, 1995.
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 Mellon
Shareholder Services.
Voting and Other Rights
Each stockholder is entitled to one vote for each share of Common Stock
held by such holder. Because stockholders are not entitled to cumulate their
votes, stockholders 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 Certificate of
Incorporation provides 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.
The Bylaws provide for the call of a special meeting of stockholders only
by the President or the Board of Directors. In addition, the Certificate of
Incorporation provides that stockholders cannot, by less than unanimous
written consent, take action without a meeting of stockholders.
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. The
payment of cash dividends is also restricted by covenants in loan documents
and indentures to which the Company is a party.
Preferred Stock Purchase Rights.
In June, 1990, the Board of Directors of Triton Texas issued one right
("Right") for each outstanding share of the Common Stock of Triton Texas to
shareholders of record at the close of business on June 26, 1990. As a result
of the Reincorporation, each Right entitles the registered holder to purchase
from Triton Delaware a unit consisting of one one-thousandth of a share (a
"Unit") of Series A Preferred Stock, no par value (the "Preferred Stock"), at
a Purchase Price of $40 per Unit, subject to adjustment. The Purchase Price
shall be paid in cash. The description and terms of the Rights are set forth
in a Rights Agreement (as amended, the "Rights Agreement") with Chemical Bank,
as Rights Agent.
The Rights are attached to all Common Stock certificates representing
shares outstanding, and no separate Rights Certificates will be distributed.
The Rights will separate from the Common Stock and a distribution date (the
"Distribution Date") will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), or (ii) 10 days (unless delayed by the Board
of Directors) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of such
outstanding shares of Common Stock. Until the Distribution Date (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) Common
Stock certificates issued after June 26, 1990, but prior to the earlier of the
Distribution Date or the Expiration Date (defined below) will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 26, 2000 (the "Expiration Date"),
unless earlier redeemed by the Company as described below. Any shares of
Preferred Stock issued pursuant to the Rights Agreement will rank junior as to
dividends and liquidation to any other class of preferred stock of the
Company, unless otherwise expressly provided upon the authorization of such
class.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date but prior to the Expiration Date or the redemption
of the Rights will be issued with Rights if the shares are issued pursuant to
the exercise of stock options or under an employee benefit plan or upon the
exercise, conversion or exchange of securities. Except as otherwise
determined by the Board of Directors or as specified in the Rights Agreement,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
If (i) a person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock (except pursuant to a Flip-over Event
(defined below), an offer for all outstanding shares of Common Stock, or any
other transaction which, in any such instance, a majority of the Continuing
Directors (defined below) has determined, after receiving advice from one or
more investment banking firms, to be fair to and otherwise in the best
interests of the Company and its shareholders (an "Approved Transaction")),
(ii) an Acquiring Person (who became such in an Approved Transaction) acquires
additional shares of Common Stock or Voting Securities, or during such time as
there is an Acquiring Person, there shall be a reclassification of securities
or recapitalization of the Company (other than a Flip-over Event or Events)
which results in such Acquiring Person's proportionate ownership interest in
the Company being increased by more than 1%, (iii) the Company is the
surviving corporation in a merger with an Acquiring Person and the Company's
Common Stock is not changed or exchanged, or (iv) an Acquiring Person engages
in one or more "self-dealing" transactions as set forth in the Rights
Agreement (all referred to herein as "Flip-in Events"), then each holder of a
Right will, at any time following the Distribution Date, have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the Purchase Price of the Right. Notwithstanding the foregoing, following the
occurrence of the events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the events set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
Further, if there is a Flip-in Event, the Company, at its option, may
cause the exchange of one share of Common Stock for each outstanding Right.
If, on or after the Stock Acquisition Date (i) the Company is involved in
a merger or other business combination transaction in which the Common Stock
is changed or exchanged (other than in connection with an Approved
Transaction), or (ii) 50% or more of the Company's assets or earning power is
sold or transferred (both referred to herein as "Flip-over Events"), then each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the Purchase
Price of the Right.
The Purchase Price payable and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends and
dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
At any time until the earlier of 10 days after the Stock Acquisition Date
or the Expiration Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment in certain
circumstances) in cash, shares of Common Stock or other consideration approved
by the Board of Directors. Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. After the redemption period has
expired, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding
shares of Common Stock in a transaction or series of transactions not
involving the Company. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, with, where required, the concurrence of
the Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive $.01 redemption price.
The term "Continuing Director" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but shall not include an Acquiring Person or any affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity, to correct or supplement any
provisions which may be defective or inconsistent with any other provisions,
to make changes which do not adversely affect the interests of holders of
Rights (excluding the interest of any Acquiring Person) or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that
no amendment to adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable. In certain circumstances,
amendment of the Rights Agreement requires the concurrence of a majority of
the Continuing Directors.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors without conditioning the offer
on the Rights' being redeemed or on a substantial number of Rights being
acquired. Under certain circumstances, Triton Delaware's directors may
determine that a tender offer or merger is fair to all shareholders and
prevent the Rights from being exercised.
A copy of the Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is filed as an Exhibit and incorporated
herein by reference. The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreements.
<PAGE>
Item 5. Financial Statements and Exhibits.
(a) No financial statements are required to be filed with this
Registration Statement because the capital structure and balance sheet of the
registrant immediately after the Reincorporation will be substantially the
same as those of its predecessor.
(b) Exhibits: The following exhibits are filed as part of this Form
8-B:
2.1 Agreement and Plan of Merger between Triton Energy Corporation,
a Delaware Corporation, and Triton Energy Corporation, a Texas corporation.(1)
3.1 Certificate of Incorporation, as amended.(2)
3.2 Certificate of Designation Establishing and Designating a Series of
Shares of the Company, 5 % Convertible Preferred Stock, no par
value.(2)
3.3 Bylaws.(2)
4.1 Specimen Stock Certificate of Common Stock, $1.00 par value, of
the Company.(2)
4.2 Rights Agreement dated as of June 26, 1990, between Triton and
NationsBank of Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent.(4)
4.3 Statement of Cancellation of Redeemable Shares, dated October 1,
1991.(8)
4.4 Form of Debt Securities.(13)
4.5 Proposed Form of Senior Indenture.(13)
4.6 Proposed Form of Senior Subordinated Indenture.(13)
4.7 Senior Subordinated Indenture by and between the Company and United
States Trust Company of New York, dated as of December 15, 1993.(12)
4.8 First Supplemental Indenture by and between the Company and United
States Trust Company of New York, dated as of December 15, 1993.(12)
10.1 Triton Energy Corporation Amended and Restated Retirement Income
Plan.(12)
10.2 Triton Energy Corporation Amended and Restated Supplemental Executive
Retirement Income Plan.(12)
10.3 1981 Employee Non-Qualified Stock Option Plan of Triton Energy
Corporation.(3)
10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(7)
10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(3)
10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(12)
10.7 1985 Stock Option Plan of Triton Energy Corporation.(4)
10.8 Amendment No. 1 to the 1985 Stock Option Plan of Triton Energy
Corporation. (3)
10.9 Amendment No. 2 to the 1985 Stock Option Plan of Triton Energy
Corporation.(12)
10.10 Triton Energy Corporation Amended and Restated 1986 Convertible
Debenture
Plan.(12)
10.11 1988 Stock Appreciation Rights Plan of Triton Energy Corporation.(6)
10.12 Triton Energy Corporation 1989 Stock Option Plan.(9)
10.13 Amendment No. 1 to the Triton Energy Corporation 1989 Stock Option
Plan.(3)
10.14 Amendment No. 2 to the Triton Energy Corporation 1989 Stock Option
Plan.(12)
10.15 Triton Energy Amended and Restated 1992 Stock Option Plan.(12)
10.16 Form of Amended and Restated Employment Agreement by and among
Triton Energy Corporation and certain officers of Triton Energy
Corporation.(12)
10.17 Triton Energy Amended and Restated Restricted Stock Plan.(12)
10.18 Deed of Trust Note dated April 11, 1988, executed by Triton Aviation
Services, Inc. and API Terminal, Inc. and related documents, including
Guaranty of Triton Energy Corporation.(6)
10.19 Triton Energy Corporation Executive Life Insurance Plan.(5)
10.20 Triton Energy Corporation Long Term Disability Income Plan.(5)
10.21 Triton Energy Corporation Amended and Restated Retirement Plan for
Directors.(4)
10.22 Indenture dated as of November 13, 1992 between Triton and Chemical
Bank, with respect to the issuance of Senior Subordinated Discount
Notes due 1997.(10)
10.23 Supplemental Indenture dated as of July 1, 1993 between Triton
Energy Corporation and Chemical Bank.(6)
10.24 Supplemental Indenture dated as of August 16, 1993 between Triton
Energy Corporation and Chemical Bank.(6)
10.25 Underwriting Agreement dated June 18, 1993 among Triton Canada
Resources Ltd., Triton Energy Corporation and the underwriters named
therein.(11)
10.26 Purchase and Sale Agreement among Triton Oil and Gas Corp., Triton
Energy Corporation and Torch Energy Advisors Incorporated dated
effective as of January 1, 1993.(6)
10.27 Agreement for Purchase and Sale of Assets Among Triton Fuel Group,
Inc. and AVFUEL Corporation dated August 25, 1993. (6)
10.28 Contract for Exploration and Exploitation for Santiago de Atalayas I
with an effective date of July 1, 1982, between Triton Colombia,
Inc., and Empresa Colombiana De Petroleos.(6)
10.29 Contract for Exploration and Exploitation for Tauramena with an
effective date of July 4, 1988, between Triton Colombia, Inc., and
Empresa Colombiana De Petroleos.(6)
10.30 Summary of Assignment legalized by Public Instrument No. 1255 dated
September 15, 1987 (Assignment is in Spanish language).(6)
10.31 Summary of Assignment legalized by Public Instrument No. 1602 dated
June 11, 1990 (Assignment is in Spanish language). (6)
10.32 Summary of Assignment legalized by Public Instrument No. 2586 dated
September 9, 1992 (Assignment is in Spanish language).(6)
10.33 Guaranty between the Company and Comerica Bank Texas.(12)
10.34 Triton Energy Corporation 401(K) Savings Plan.(12)
10.36 Contract between Malaysia-Thailand and Joint Authority and Petronas
Carigali SDN.BHD. and Triton Oil Company of Thailand relating to
Exploration and Production of Petroleum for Malaysia-Thailand Joint
Development Area Block A-18. (15)
10.37 Credit agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated as of March 28, 1995, together with
related form of revolving credit note.(2)
10.38 Security Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency.(2)
21.1 Subsidiaries of the Company.(19)
99.1 Rio Chitamena Association Contract.(16)
99.2 Rio Chitamena Purchase and Sale Agreement.(16)
99.3 Integral Plan - Cusiana Oil Structure.(16)
99.4 Letter Agreements with co-investor in Colombia.(16)
99.5 Colombia Pipeline Memorandum of Understanding.(16)
99.6 Oleoducto Central Agreement.(17)
99.7 Definitive Proxy Statement relating to Annual Meeting of Shareholders
held May 11, 1995.(18)
____________________
(1) Filed herewith.
(2) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1992 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(5) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1991 and incorporated herein by
reference.
(6) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1993 and incorporated by reference
herein.
(7) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1989 and incorporated by reference
herein.
(8) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-42430) and incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1988 and incorporated herein by
reference.
(10) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1992 and incorporated herein by
reference.
(11) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated as of July 14, 1993 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(13) Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (No. 33-69230) and incorporated herein by reference.
(14) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1994 and incorporated by
reference herein.
(15) Previously filed as an exhibit to the Company's current report on
Form 8-K dated April 21, 1994 and incorporated by reference herein.
(16) Previously filed as an exhibit to the Company's current report on
Form 8-K/A dated July 15, 1994 and incorporated by reference herein.
(17) Previously filed as an exhibit to the company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1994 and incorporated herein by
reference.
(18) Previously filed with the Securities and Exchange Commission on
August 3, 1995 and incorporated herein by reference.
(19) Previously filed as an exhibit to the Company's Transition Report on
Form 10-K for the period from June 1, 1994 to December 31, 1994 and
incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: May 22, 1995 TRITON ENERGY CORPORATION
By: _/s/ Robert B.Holland
Robert B. Holland, III, Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger between Triton Energy Corporation,
a Delaware Corporation, and Triton Energy Corporation, a Texas corporation.(1)
3.1 Certificate of Incorporation, as amended.(2)
3.2 Certificate of Designation Establishing and Designating a Series of
Shares of the Company, 5 % Convertible Preferred Stock, no par
value.(2)
3.3 Bylaws.(2)
4.1 Specimen Stock Certificate of Common Stock, $1.00 par value, of
the Company.(2)
4.2 Rights Agreement dated as of June 26, 1990, between Triton and
NationsBank of Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent.(4)
4.3 Statement of Cancellation of Redeemable Shares, dated October 1,
1991.(8)
4.4 Form of Debt Securities.(13)
4.5 Proposed Form of Senior Indenture.(13)
4.6 Proposed Form of Senior Subordinated Indenture.(13)
4.7 Senior Subordinated Indenture by and between the Company and United
States Trust Company of New York, dated as of December 15, 1993.(12)
4.8 First Supplemental Indenture by and between the Company and United
States Trust Company of New York, dated as of December 15, 1993.(12)
10.1 Triton Energy Corporation Amended and Restated Retirement Income
Plan.(12)
10.2 Triton Energy Corporation Amended and Restated Supplemental Executive
Retirement Income Plan.(12)
10.3 1981 Employee Non-Qualified Stock Option Plan of Triton Energy
Corporation.(3)
10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(7)
10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(3)
10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock Option Plan
of Triton Energy Corporation.(12)
10.7 1985 Stock Option Plan of Triton Energy Corporation.(4)
10.8 Amendment No. 1 to the 1985 Stock Option Plan of Triton Energy
Corporation. (3)
10.9 Amendment No. 2 to the 1985 Stock Option Plan of Triton Energy
Corporation.(12)
10.10 Triton Energy Corporation Amended and Restated 1986 Convertible
Debenture Plan.(12)
10.11 1988 Stock Appreciation Rights Plan of Triton Energy Corporation.(6)
10.12 Triton Energy Corporation 1989 Stock Option Plan.(9)
10.13 Amendment No. 1 to the Triton Energy Corporation 1989 Stock Option
Plan.(3)
10.14 Amendment No. 2 to the Triton Energy Corporation 1989 Stock Option
Plan.(12)
10.15 Triton Energy Amended and Restated 1992 Stock Option Plan.(12)
10.16 Form of Amended and Restated Employment Agreement by and among
Triton Energy Corporation and certain officers of Triton Energy
Corporation.(12)
10.17 Triton Energy Amended and Restated Restricted Stock Plan.(12)
10.18 Deed of Trust Note dated April 11, 1988, executed by Triton Aviation
Services, Inc. and API Terminal, Inc. and related documents, including
Guaranty of Triton Energy Corporation.(6)
10.19 Triton Energy Corporation Executive Life Insurance Plan.(5)
10.20 Triton Energy Corporation Long Term Disability Income Plan.(5)
10.21 Triton Energy Corporation Amended and Restated Retirement Plan for
Directors.(4)
10.22 Indenture dated as of November 13, 1992 between Triton and Chemical
Bank, with respect to the issuance of Senior Subordinated Discount
Notes due 1997.(10)
10.23 Supplemental Indenture dated as of July 1, 1993 between Triton
Energy Corporation and Chemical Bank.(6)
10.24 Supplemental Indenture dated as of August 16, 1993 between Triton
Energy Corporation and Chemical Bank.(6)
10.25 Underwriting Agreement dated June 18, 1993 among Triton Canada
Resources Ltd., Triton Energy Corporation and the underwriters named
therein.(11)
10.26 Purchase and Sale Agreement among Triton Oil and Gas Corp., Triton
Energy Corporation and Torch Energy Advisors Incorporated dated
effective as of January 1, 1993.(6)
10.27 Agreement for Purchase and Sale of Assets Among Triton Fuel Group,
Inc. and AVFUEL Corporation dated August 25, 1993. (6)
10.28 Contract for Exploration and Exploitation for Santiago de Atalayas I
with an effective date of July 1, 1982, between Triton Colombia,
Inc., and Empresa Colombiana De Petroleos.(6)
10.29 Contract for Exploration and Exploitation for Tauramena with an
effective date of July 4, 1988, between Triton Colombia, Inc., and
Empresa Colombiana De Petroleos.(6)
10.30 Summary of Assignment legalized by Public Instrument No. 1255 dated
September 15, 1987 (Assignment is in Spanish language).(6)
10.31 Summary of Assignment legalized by Public Instrument No. 1602 dated
June 11, 1990 (Assignment is in Spanish language). (6)
10.32 Summary of Assignment legalized by Public Instrument No. 2586 dated
September 9, 1992 (Assignment is in Spanish language).(6)
10.33 Guaranty between the Company and Comerica Bank Texas.(12)
10.34 Triton Energy Corporation 401(K) Savings Plan.(12)
10.36 Contract between Malaysia-Thailand and Joint Authority and Petronas
Carigali SDN.BHD. and Triton Oil Company of Thailand relating to
Exploration and Production of Petroleum for Malaysia-Thailand Joint
Development Area Block A-18. (15)
10.37 Credit agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated as of March 28, 1995, together with
related form of revolving credit note.(2)
10.38 Security Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency.(2)
21.1 Subsidiaries of the Company.(19)
99.1 Rio Chitamena Association Contract.(16)
99.2 Rio Chitamena Purchase and Sale Agreement.(16)
99.3 Integral Plan - Cusiana Oil Structure.(16)
99.4 Letter Agreements with co-investor in Colombia.(16)
99.5 Colombia Pipeline Memorandum of Understanding.(16)
99.6 Oleoducto Central Agreement.(17)
99.7 Definitive Proxy Statement relating to Annual Meeting of Shareholders
held May 11, 1995.(18)
____________________
(1) Filed herewith.
(2) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1992 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(5) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1991 and incorporated herein by
reference.
(6) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1993 and incorporated by reference
herein.
(7) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1989 and incorporated by reference
herein.
(8) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-42430) and incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1988 and incorporated herein by
reference.
(10) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1992 and incorporated herein by
reference.
(11) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated as of July 14, 1993 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(13) Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (No. 33-69230) and incorporated herein by reference.
(14) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1994 and incorporated by
reference herein.
(15) Previously filed as an exhibit to the Company's current report on
Form 8-K dated April 21, 1994 and incorporated by reference herein.
(16) Previously filed as an exhibit to the Company's current report on
Form 8-K/A dated July 15, 1994 and incorporated by reference herein.
(17) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1994 and incorporated herein by
reference.
(18) Previously filed with the Securities and Exchange Commission on
August 3, 1995 and incorporated herein by reference.
(19) Previously filed as an exhibit to the Company's Transition Report on
Form 10-K for the period from June 1, 1994 to December 31, 1994 and
incorporated herein by reference.
page
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), made this 3rd day
of May, 1995, by and between Triton Energy Corporation, a Texas corporation
("Triton-Texas"), and Triton Energy Corporation, a Delaware corporation and a
wholly-owned subsidiary of Triton-Texas ("Triton-Delaware") (the two corporate
parties hereto being sometimes collectively referred to as the "Constituent
Corporations"),
W I T N E S S E T H :
WHEREAS, the Boards of Directors of Triton-Texas and Triton-Delaware have
determined that the proposed merger (the "Merger") of Triton-Texas with
Triton-Delaware upon the terms hereinafter set forth is advisable and in the
best interests of the shareholders of such corporations and the Boards of
Directors of Triton-Texas and Triton-Delaware have adopted and approved this
Agreement and both such Boards of Directors have directed that this Agreement
be submitted to the shareholders of Triton-Texas and Triton-Delaware for their
approval; and
WHEREAS, the Merger is intended to constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986; and
WHEREAS, as and when required by the provisions of this Agreement, all
such action as may be necessary or appropriate shall be taken by Triton-Texas
and Triton-Delaware, as appropriate, in order to consummate the Merger;
NOW, THEREFORE, the Constituent Corporations do hereby agree to merge on
the terms and conditions herein provided, as follows:
ARTICLE I
General
1.1 Agreement to Merge. The parties to this Agreement agree to
effect the Merger herein provided for, subject to the terms and conditions set
forth herein.
1.2 Effective Time of the Merger. The Merger shall be effective in
accordance with the laws of the States of Texas and Delaware. The date and
time the Merger becomes effective is referred to as the "Effective Time of the
Merger".
1.3 Surviving Corporation. Upon the Effective Time of the Merger,
Triton-Texas shall be merged with and into Triton-Delaware, and
Triton-Delaware shall be the surviving corporation, governed by the laws of
the State of Delaware (hereinafter sometimes called the "Surviving
Corporation").
1.4 Certificate/Articles of Incorporation and Bylaws. Upon the
Effective Time of the Merger, the Certificate of Incorporation and Bylaws of
Triton-Delaware in effect immediately prior to the Effective Time of the
Merger shall be the Certificate of Incorporation and Bylaws of the Surviving
Corporation, subject always to the right of the Surviving Corporation to amend
its Certificate of Incorporation and Bylaws in accordance with the laws of the
State of Delaware and the provisions of the Certificate of Incorporation.
1.5 Directors. The directors of Triton-Texas in office at the
Effective Time of the Merger shall be and constitute the directors of the
Surviving Corporation, each holding the same directorship in the Surviving
Corporation as he or she held in Triton-Texas for the terms elected and/or
until their respective successors shall be elected or appointed and qualified.
The directors of the Surviving Corporation shall continue to be members of
the same class of directors as they were in Triton-Texas, and the time for
election of each class of directors for the Surviving Corporation shall be the
same as it was for the corresponding class of directors of Triton-Texas.
1.6 Officers. The officers of Triton-Texas in office at the
Effective Time of the Merger shall be and constitute the officers of the
Surviving Corporation, each holding the same office in the Surviving
Corporation as he or she held in Triton-Texas for the terms elected and/or
until their respective successors shall be elected or appointed and qualified.
1.7 Effect of the Merger. On and after the Effective Time of the
Merger, the separate existence of Triton-Texas shall cease and the Surviving
Corporation shall succeed, without further action, to all the properties and
assets of Triton-Texas of every kind, nature and description and to
Triton-Texas's business as a going concern. The Surviving Corporation shall
also succeed to all rights, title and interests to all real estate and other
property owned by Triton-Texas without reversion or impairment, without
further act or deed, and without any transfer or assignment having occurred,
but subject to any existing liens thereon. All liabilities and obligations of
Triton-Texas shall become the liabilities and obligations of the Surviving
Corporation, and any proceedings pending against Triton-Texas will be
continued as if the Merger had not occurred.
1.8 Further Assurances. Triton-Texas hereby agrees that at any time,
or from time to time, as and when requested by the Surviving Corporation, or
by its successors and assigns, it will execute and deliver, or cause to be
executed and delivered in its name by its last acting officers, or by the
corresponding officers of the Surviving Corporation, all such conveyances,
assignments, transfers, deeds or other instruments, and will take or cause to
be taken such further or other action and give such assurances as the
Surviving Corporation, its successors or assigns may deem necessary or
desirable in order to evidence the transfer, vesting of any property, right,
privilege or franchise or to vest or perfect in or confirm to the Surviving
Corporation, its successors and assigns, title to and possession of all the
property, rights, privileges, powers, immunities, franchises and interests
referred to in this Article I and otherwise to carry out the intent and
purposes thereof. Triton-Delaware, as the Surviving Corporation, agrees that
it will promptly pay to any dissenting shareholder of any Constituent
Corporation, in accordance with the applicable provisions of Texas or Delaware
law, as applicable, such amount as such dissenting shareholder shall be
entitled to receive under Texas or Delaware law, as applicable, as a
dissenting shareholder.
Triton-Delaware, as the Surviving Corporation: (a) agrees that it may be
served with process in the State of Texas in any proceeding for the
enforcement of any obligation of Triton -Texas and in any proceeding for the
enforcement of the rights of a dissenting shareholder of Triton-Texas against
the Surviving Corporation; (b) irrevocably appoints the Secretary of State of
Texas as its agent to accept service of process in any such proceeding and
that the address to which the Secretary of State may mail a copy of any
process that may be served upon him is 6688 North Central Expressway, Suite
1400, Dallas, Texas 75206, attention: General Counsel; and (c) agrees that it
will promptly pay to the dissenting shareholders of Triton-Texas (if such
shareholders have such right) the amount, if any, to which they shall be
entitled under the provisions of the Texas Business Corporation Act with
respect to the rights of dissenting shareholders.
ARTICLE II
Capital Stock of the Constituent Corporations
2.1 Triton-Delaware Capital Stock. Upon the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of
Triton-Texas, Triton-Delaware or the holders of any of the common stock
("Triton-Delaware Common Stock") of Triton-Delaware, each issued and
outstanding share of Triton-Delaware Common Stock shall be cancelled.
2.2 Triton-Texas Capital Stock. Upon the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of
Triton-Texas, Triton-Delaware or the holders of any of the common stock
("Triton-Texas Common Stock") of Triton-Texas, (i) each issued and outstanding
share of Triton-Texas Common Stock, including any rights attached thereto, and
each share of Common Stock of Triton-Texas, including any rights attached
thereto, held in the treasury of Triton-Texas, shall be converted into one
share of Triton-Delaware Common Stock, (ii) each issued and outstanding share
of Triton-Texas Series A Preferred Stock, and each share of Triton-Texas
Series A Preferred Stock held in the treasury of Triton-Texas, shall be
converted into one share of Triton-Delaware Series A Preferred Stock and (iii)
each issued and outstanding share of Triton-Texas 5% Convertible Preferred
Stock, and each share of Triton-Texas 5% Convertible Preferred Stock held in
the treasury of Triton-Texas, shall be converted into one share of
Triton-Delaware 5% Convertible Preferred Stock.
ARTICLE III
Termination and Amendment
3.1 Termination. This Agreement may be terminated and abandoned at
any time prior to the Effective Time of the Merger, whether before or after
action thereon by the shareholders of the Constituent Corporations, by the
mutual written consent of the Boards of Directors of Triton-Texas and
Triton-Delaware.
3.2 Consequences of Termination. In the event of the termination and
abandonment of this Agreement pursuant to the provisions of Section 3.1
hereof, this Agreement shall be of no further force or effect.
3.3 Modification, Amendment, etc. Any of the terms or conditions of
this Agreement may be waived at any time, whether before or after action
thereon by the shareholders of the Constituent Corporations, by the party
entitled to the benefits thereof, and this Agreement may be modified or
amended at any time, whether before or after action thereon by the
shareholders of the Constituent Corporations, to the full extent permitted by
the corporate laws of the States of Texas and Delaware. Any waiver,
modification or amendment shall be effective only if reduced to writing and
executed by the duly authorized representatives of the Constituent
Corporations.
ARTICLE IV
Miscellaneous
4.1 Expenses. The Surviving Corporation shall pay all expenses of
carrying this Agreement into effect and accomplishing the Merger herein
provided for.
4.2 Headings. Descriptive headings are for convenience only and
shall not control or affect the meaning or construction of any provisions of
this Agreement.
4.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to
be an original instrument, and all such counterparts together shall constitute
only one original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf by an officer duly authorized thereunto as of the
date first above written.
Triton Energy Corporation, a Texas
corporation
By: /s/ Thomas G. Finck
Its: President and Chief Executive Officer
Triton Energy Corporation, a Delaware
corporation
By: /s/ Thomas G. Finck
Its: President and Chief Executive Officer
