As filed with the Securities and Exchange Commission on May 23, 1995
Registration No. 33-45847
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Post-Effective
Amendment No. 2
to
FORM S-3
of
TRITON ENERGY CORPORATION
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
_________________________
Delaware 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.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
<PAGE>
_______________________________________________________________________________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
_______________________________________________________________________________
Subject to Completion, dated May 23, 1995
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 Delaware 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 Stockholder"). See the
information under the caption "Selling Stockholder" 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 19, 1995, the last reported sales price of a share of Common Stock
in New York Stock Exchange Composite Transactions was $43-3/8 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 .
<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 the Registration Statement on
Form S-3, as amended (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 Transition Report on Form 10-K for the
transition period from June 1, 1994 to December 31, 1994 and (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
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
<PAGE>
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 Delaware in 1995 and is the successor by
merger to Triton Energy Corporation, a Texas corporation, incorporated 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, its consolidated subsidiaries and its predecessor, 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. At May 12, 1995, there were 55,620,450 shares of
Common Stock outstanding held by approximately 6706 stockholders of record. The
following table sets forth for the calendar periods indicated the high and low
closing sale prices per share of the Common Stock on the New York Stock
Exchange Composite Tape.
<PAGE>
<TABLE>
<CAPTION>
Calendar Period High Low
------------------------------------------- -------------- --------------
<S> <C> <C>
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 . . . . . . . . . . . . . 35 7/8 25 1/8
Third Quarter . . . . . . . . . . . . . 36 30
Fourth Quarter . . . . . . . . . . . . . 37 1/4 31
1995
First Quarter . . . . . . . . . . . . . 38 1/4 31
Second Quarter (through May 19, 1995) . 44 1/4 37 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 STOCKHOLDER
The shares of the Company's Common Stock to which this Prospectus relates
are being offered by Crusader as Selling Stockholder. At May 12, 1995, 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. Thomas G. Finck, Chairman
of the Board and Chief Executive Officer of the Company is currently the
Chairman of the Board of Directors of Crusader, and two other executive
officers of the Company currently serve on the seven member Board of Directors
of Crusader. One director of the Company in addition to Mr. Finck currently
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 of the Company
were issued to Crusader pursuant to the Stock Subscription and Purchase
<PAGE>
Agreement dated June 23, 1983, by and between the Company and Crusader, as
amended. Crusader purchased 175,300 shares of common stock of the Company in
open market purchases and an additional 273,391 shares of common stock of the
Company 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 Stockholder.
DESCRIPTION OF CAPITAL STOCK
The following statements with respect to the Company's capital stock are
subject to the detailed provisions of the Company's Certificate of
Incorporation (the "Charter"), its Bylaws, the Certificate of Designation for
the 5% Convertible Preferred Stock, no par value (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, while the
Company believes the descriptions of the material provisions of the Charter,
By-Laws and Designation contained in this Prospectus are accurate statements
with respect to such material provisions, such statements are subject to the
detailed provisions in the Charter, By-Laws and Designation to which reference
is hereby made for a full description of such provisions.
Common Stock
General
The Charter authorizes the Company to issue up to 200,000,000 shares of
Common Stock, par value $1.00 per share, of which 35,620,450 shares were
outstanding (including 37,067 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 Bank.
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 Charter 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.
<PAGE>
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 By-Laws provide for the call of a special meeting of stockholders only
by the President or the Board of Directors. In addition, the Charter 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. 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 1,000,000 shares, subject to
adjustment in certain events.
Preferred Stock
General
Under the Charter, the Company has authority to issue 5,000,000 shares of
preferred stock. In March 1994, the Company issued 522,460 shares of its
convertible preferred stock (the "Convertible Preferred Stock"). There were
522,021 shares of Convertible Preferred Stock outstanding at May 12, 1995. 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 stockholders. 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 stockholders of each class or series so authorized.
Convertible Preferred Stock
Dividends
Holders of shares of Convertible Preferred Stock are 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, 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.
<PAGE>
Dividends accrue from the date on which the Convertible Preferred Stock was
issued and are 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 is 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 has 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
is junior as to dividends to any series or class of the Company's stock
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
<PAGE>
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).
Voting and Other Rights
The holders of Convertible Preferred Stock will have no voting rights
except as described below or as required by Delaware 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
<PAGE>
cash consideration, any shares of any class of senior dividend stock or senior
liquidation stock, or amend the Charter in a manner adversely affecting the
rights of such stockholders.
The Charter 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
The holders of Convertible Preferred Stock are 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 is 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
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
<PAGE>
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 stockholders 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.
On May 22, 1995, the Board of Directors of the Company declared a dividend
of one preferred stock purchase right for each outstanding share of Common
Stock. The rights will be issued in place of the Company's existing preferred
stock purchase rights, which will be redeemed. The dividend is payable on
June 2, 1995 to the stockholders of record on that date. Each right entitles
the registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, no par value per
share, of the Company at a price of $120 per one one-thousandth of a share
of such preferred stock, subject to adjustment.
The principal differences between the existing rights and the new rights
are: (1) an increase in the exercise price from $40 to $120 per share; (2) the
ability of the Company to amend the rights (except the redemption price) in any
manner prior to the public announcement that a 15% position has been acquired
or a tender offer has been commenced; and (3) the elimination of a provision
in the old rights plan permitting redemption of the rights during the 10 days
after a the public announcement that a 15% position has been acquired or a
tender offer has been commenced.
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Common Stock by
the Selling Stockholder 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.
<PAGE>
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 Stockholder 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 Stockholder 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 Stockholder 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 Stockholder 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 Stockholder or such purchasers will not exceed those customary
in the type of transactions involved).
Any broker-dealers that participate with the Selling Stockholder 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 Simpson Thacher & Bartlett (a partnership
which includes professional corporations), 425 Lexington Avenue, New York,
New York.
EXPERTS
The consolidated financial statements of Triton Energy Corporation as of
and for the seven months ended December 31, 1994 and the years ended May 31,
1994 and 1993, incorporated herein by reference to the Company's Transition
Report on Form 10-K for the seven months ended December 31, 1994, have been so
incorporated in reliance upon the report (which included an audit of the
adjustments that were applied to restate the 1992 financial statements for
discontinued wholesale fuel products operations as described in Notes 1 and 4
of the financial statements) of Price Waterhouse LLP, 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 periods ended March
31, 1995 and 1994, incorporated by reference in this Prospectus, Price
Waterhouse LLP reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their
<PAGE>
separate report dated May 2, 1995 included in the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1995, and incorporated by reference
herein, states that they did not audit and they did not express an opinion on
the referenced unaudited consolidated financial information. Price Waterhouse
LLP 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 LLP 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 LLP within the
meaning of sections 7 and 11 of the 1933 Act.
The consolidated statements of operations, shareholders' equity and cash
flows of Triton Energy Corporation for the year ended May 31, 1992 (before
restatement for discontinued wholesale fuel products operations), incorporated
herein by reference to the Company's Transition Report on Form 10-K for the
seven months ended December 31, 1994, have been so incorporated in reliance
upon the report of KPMG Peat Marwick LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated statements of earnings, shareholders' equity and cash
flows of Crusader Limited for the year ended May 31, 1992, incorporated herein
by reference to the Company's Transition Report on Form 10-K for the seven
months ended December 31, 1994, have been so incorporated in reliance upon the
report of KPMG, 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.
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.
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit.
Reference also is made to Section 145 of the DGCL, which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such officer, director, employee or agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to
<PAGE>
the corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
The Certificate of Incorporation of the Company provides that except under
certain circumstances, directors of the Company shall not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duties as a director. Article III of the By-laws of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
Item 16. Exhibits.
<F1>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 Simpson Thacher & Bartlett as to the validity of
issuance of the shares of Common Stock.
15.1 - Letter of Price Waterhouse, LLP, acknowledging awareness of
the use of their report dated May 2, 1995 relating to their
review of interim financial information.
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of KPMG Peat Marwick LLP, Dallas, Texas.
23.3 - Consent of KPMG, Brisbane, Australia.
23.4 - Consent of Simpson Thacher & Bartlett (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 (Powers of Attorney of Peter Rugg and
Thomas G. Finck previously filed).
__________________
<F1> Previously filed.
<PAGE>
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.
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,
<PAGE>
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. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas, on May 22,
1995.
TRITON ENERGY CORPORATION
By: /s/ Robert B. Holland, III
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------ ----------------------------------------- -------------------------------
<S> <C> <C>
<F1> President, Chief Executive May 22, 1995
(Thomas G. Finck) Officer, Chairman of the Board
<F1> Senior Vice President and Chief May 22, 1995
(Peter Rugg) Financial Officer (Principal
Financial and Accounting Officer)
<F1> Director May 22, 1995
(Herbert L. Brewer)
<F1> Director May 22, 1995
(Ernest E. Cook)
<F1> Director May 22, 1995
(Ray H. Eubank)
<F1> Director May 22, 1995
(Jesse E. Hendricks)
<F1> Director May 22, 1995
(William I. Lee)
<F1> Director May 22, 1995
(John P. Lewis)
<F1> Director May 22, 1995
(Michael E. McMahon)
<PAGE>
<F1> Director May 22, 1995
(Sheldon R. Erikson)
<F1> Director May 22, 1995
(Wellslake D. Morse, Jr.)
<F1> Director May 22, 1995
(Edwin D. Williamson)
<F1> Director May 22, 1995
(Fitzgerald S. Hudson)
<F1> Director May 22, 1995
(J. Otis Winters)
<F1> Director May 22, 1995
(John R. Huff)
--------------------
<FN>
<F1>By: /s/ Robert B. Holland, III
(Robert B. Holland, III)
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
------- ------------------------------------------------ ------------
5.1 - Opinion of Simpson Thacher & Bartlett as to the
validity of issuance of the shares of Common
Stock.
15.1 - Letter of Price Waterhouse, LLP acknowledging
awareness of the use of their report dated May 2,
1995 relating to their review of interim
financial information.
23.1 - Consent of Price Waterhouse, LLP
23.2 - Consent of KPMG Peat Marwick, LLP, Dallas,
Texas.
23.3 - Consent of KPMG, 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
Simpson Thacher & Bartlett
A Partnership which includes Professional Corporations
425 Lexington Avenue
New York, New York 10017-3909
May 23, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Ladies and Gentlemen:
We have acted as special counsel to Triton Energy Corporation, a
Delaware corporation, and successor by merger to Triton Energy Corporation, a
Texas corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (No. 33-45847) filed by the Company under the Securities
Act of 1933, as amended (the "Act"), as it became effective under the Act, and
as amended by Post-Effective Amendment No. 1 thereto (the "Registration
Statement"), relating to 1,114,044 shares of the Company's Common Stock, par
value $1.00 per share (the "Shares"), held by Crusader Limited. This opinion
is delivered in connection with Post-Effective Amendment No. 2 to the
Registration Statement.
We have examined (i) the Certificate of Incorporation and By-Laws of
the Company and (ii) the Certificate of Merger of the Company filed with the
Secretary of State of the State of Delaware on May 12, 1995.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and validly issued and are fully paid and
nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law.
<PAGE>
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
EXHIBIT 15.1
May 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that Triton Energy Corporation has included our report
dated May 2, 1995 (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 (No. 33-45847) to be filed on or about May 22, 1995. We
are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP,
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 (No. 33-45847) of
our report dated February 14, 1995 appearing on page F-2 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP,
Dallas, Texas
May 22, 1995
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 (No. 33-45847) of
our report dated August 14, 1992 appearing on page F-3 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
KPMG PEAT MARWICK LLP
Dallas, Texas
May 22, 1995
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 (No. 33-45847) of
our report dated August 14, 1992 appearing on page F-50 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
KPMG
Brisbane, Australia
May 22, 1995
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
May 19, 1995
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's) Transition Report on Form 10-K for the
period from June 1, 1994 to December 31, 1994, and to the inclusion in the
Company's Registration Statement on Form S-3 (the Form S-3) relating to an
offering of the Company's securities, of certain data from our report dated
January 30, 1995 entitled "Appraisal Report as of December 31, 1994 on Certain
Properties in Colombia Owned by Triton Columbia Incorporated" under the caption
"Properties--Reserves" in Item 2 of said Form 10-K and (ii) the specific
references to our firm in "Experts" in Form 10-K and Form S-3.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
EXHIBIT 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
MCDANIEL & ASSOCIATES
CONSULTANTS LTD.
Oil and Gas Reservoir engineering
May 19, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Reference: Consent of Independent Petroleum Engineers
Dear Gentlemen:
We hereby consent to the incorporation by reference from Triton Energy
Corporation's (the "Company") Transition Report on Form 10-K for the period
from June 1, 1994 to December 31, 1994, and inclusion in the Company's
Registration Statement on Form S-3 (the "Form S-3") relating to an offering of
the Company's common stock, of the estimates of the net proved reserves and
future net cash inflows of the Company prepared by our firm in our evaluation
of Ausquacan Energy Ltd. as of December 31, 1994. We also hereby consent to the
specific references to our firm in "Experts."
Very truly yours,
MCDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ B.H. Emslie
B.H. Emslie, Vice President
Calgary, Alberta, Canada
Dated: May 19, 1995
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Peter Rugg and Robert B. Holland, III, or any of them, to execute in the name
of each such person who is then an officer or director of the Registrant and to
file any amendments to the Registration Statements on Form S-8 (Nos. 2-80978,
33-4042, 33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3 (Nos.
33-11920, 33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319, 33-45847,
33-69230, 33-55347 and 33-46292) necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities which
are the subject of such Registration Statements, which amendments may make such
changes in such Registration Statements as such attorney may deem
appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------ ----------------------------------------- -------------------------------
<S> <C> <C>
President, Chief Executive May 22, 1995
Thomas G. Finck Officer, Director (Principal
Executive Officer)
Senior Vice President and Chief May 22, 1995
Peter Rugg Financial Officer (Principal
Financial and Accounting Officer)
/s/Herbert L. Brewer Director May 22, 1995
Herbert L. Brewer
/s/Ernest E. Cook Director May 22, 1995
Ernest E. Cook
/s/Sheldon R. Erikson Director May 22, 1995
Sheldon R. Erikson
<PAGE>
/s/Ray H. Eubank Director May 22, 1995
Ray H. Eubank
/s/Jesse E. Hendricks Director May 22, 1995
Jesse E. Hendricks
/s/Fitzgerald S. Hudson Director May 22, 1995
Fitzgerald S. Hudson
/s/John R. Huff Director May 22, 1995
John R. Huff
/s/William I. Lee Director May 22, 1995
William I. Lee
/s/John P. Lewis Director May 22, 1995
John P. Lewis
/s/Michael E. McMahon Director May 22, 1995
Michael E. McMahon
/s/Wellslake D. Morse, Jr. Director May 22, 1995
Wellslake D. Morse, Jr.
/s/Edwin D. Williamson Director May 22, 1995
Edwin D. Williamson
/s/J. Otis Winters Director May 22, 1995
J. Otis Winters
</TABLE>
