SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
COMMISSION FILE NUMBER: 1-7864
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
TRITON ENERGY CORPORATION
6688 N. CENTRAL EXPRESSWAY
SUITE 1400
DALLAS, TEXAS 75206
<PAGE>
Required Information
(a) Financial Statements.
See "Index to Financial Statements" on page F-1.
(b) Exhibit.
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
23.1 - Consent of Price Waterhouse LLP, filed herewith.
<PAGE>
TRITON ENERGY CORPORATION 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
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Financial statements:
Report of Independent Accountants F-2
Statements of Net Assets Available for Benefits at
December 31, 1993 and 1994 F-3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994 F-4
Notes to Financial Statements F-5
Supplemental schedules:
Schedule I - Investments at December 31, 1994 F-8
Schedule II - Transactions in Excess of 5% of the
Fair Market Value of the Plan Assets for
the Year Ended December 31, 1994 F-9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Triton Energy Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Triton Energy Corporation 401(k) Savings Plan at December
31, 1994 and 1993, and the changes in net assets available for benefits for
the year ended December 31, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE LLP
Dallas, Texas
June 26, 1995
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TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
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FUND INFORMATION
DECEMBER 31, 1994
LARGE LARGE
GOVERNMENT LONG TERM CAPITALIZATION CAPITALIZATION INTERNATIONAL
MONEY BOND VALUE EQUITY GROWTH EQUITY
FUND FUND FUND FUND FUND
Assets
Investments, at fair value
Triton Energy Corporation common stock $ --- $ --- $ --- $ --- $ ---
International equity investments fund --- --- --- --- 584,468
Large capitalization value equity fund --- --- 397,365 --- ---
Large capitalization growth fund --- --- --- 397,183 ---
Government money fund 306,966 --- --- --- ---
Long term bond fund --- 137,375 --- --- ---
Loan fund --- --- --- --- ---
Cash and equivalents --- --- --- --- ---
Total investments 306,966 137,375 397,365 397,183 584,468
Receivables
Employer's contributions --- 1,985 5,476 7,181 9,273
Participants' contributions --- 2,330 7,115 9,824 12,308
Other --- 90 716 660 1,739
Total receivables --- 4,405 13,307 17,665 23,320
Total assets 306,966 141,780 410,672 414,848 607,788
Liabilities
Accounts payable --- --- --- --- ---
Net assets available for plan benefits $ 306,966 $ 141,780 $ 410,672 $ 414,848 $ 607,788
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DECEMBER
31, 1993
TRITON
STOCK LOAN CASH AND
FUND FUND EQUIVALENTS TOTAL TOTAL
Assets
Investments, at fair value
Triton Energy Corporation common stock $ 4,278,220 $ --- $ --- $ 4,278,220 $ 6,398,158
International equity investments fund --- --- --- 584,468 ---
Large capitalization value equity fund --- --- --- 397,365 ---
Large capitalization growth fund --- --- --- 397,183 ---
Government money fund --- --- --- 306,966 ---
Long term bond fund --- --- --- 137,375 ---
Loan fund --- 219,779 --- 219,779 ---
Cash and equivalents --- --- 3,125 3,125 388
Total investments 4,278,220 219,779 3,125 6,324,481 6,398,546
Receivables
Employer's contributions --- --- 7,128 31,043 ---
Participants' contributions --- --- 9,312 40,889 ---
Other 46 --- 1,200 4,451 ---
Total receivables 46 --- 17,640 76,383 ---
Total assets 4,278,266 219,779 20,765 6,400,864 6,398,546
Liabilities
Accounts payable --- --- 1,868 1,868 ---
Net assets available for plan benefits $ 4,278,266 $ 219,779 $ 18,897 $ 6,398,996 $ 6,398,546
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
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LARGE LARGE
GOVERNMENT LONG TERM CAPITALIZATION CAPITALIZATION
MONEY BOND VALUE EQUITY GROWTH
FUND FUND FUND FUND
Assets
Additions to net assets attributed to:
Investment Income
Net appreciation (depreciation) in fair value $ --- $ (18,527) $ (30,094) $ 3,702
Dividends 7,068 9,661 17,703 3,084
Interest 181 230 341 342
Other --- --- --- ---
7,249 (8,636) (12,050) 7,128
Less investment expenses (755) (594) (1,023) (951)
Total investment income (loss) 6,494 (9,230) (13,073) 6,177
Contributions
Participants 113,530 115,383 321,350 282,613
Employer 15,840 30,287 87,383 103,249
Total contributions 129,370 145,670 408,733 385,862
Loans to participants --- --- --- ---
Loan payments 318 403 3,658 3,934
Total additions 136,182 136,843 399,318 395,973
Deductions from net assets attributed to:
Benefits paid --- 84,869 70,210 49,798
Loan distributions 11,000 30,255 11,803 22,222
Participant loan payments --- --- --- ---
Miscellaneous 313 --- --- ---
Total deductions 11,313 115,124 82,013 72,020
Net increase (decrease) prior to interfund 124,869 21,719 317,305 323,953
Interfund transfers 182,097 120,061 93,367 90,895
Net increase (decrease) 306,966 141,780 410,672 414,848
Net assets available for plan benefits:
Beginning of year --- --- --- ---
End of year $ 306,966 $ 141,780 $ 410,672 $ 414,848
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FUND INFORMATION
INTERNATIONAL TRITON
EQUITY STOCK LOAN CASH AND
FUND FUND FUND EQUIVALENTS TOTAL
Assets
Additions to net assets attributed to:
Investment Income
Net appreciation (depreciation) in fair value $ (23,042) $ 405,011 $ --- $ --- $ 337,050
Dividends 16,841 --- --- --- 54,357
Interest 398 --- 8,476 3,031 12,999
Other --- 1,825 450 507 2,782
(5,803) 406,836 8,926 3,538 407,188
Less investment expenses (1,322) --- --- (459) (5,104)
Total investment income (loss) (7,125) 406,836 8,926 3,079 402,084
Contributions
Participants 252,231 42,485 --- 112,586 1,240,178
Employer 97,723 --- --- 73,216 407,698
Total contributions 349,954 42,485 --- 185,802 1,647,876
Loans to participants --- --- 251,216 --- 251,216
Loan payments 11,924 --- --- 8,051 28,288
Total additions 354,753 449,321 260,142 196,932 2,329,464
Deductions from net assets attributed to:
Benefits paid 36,172 1,795,513 12,075 88 2,048,725
Loan distributions 59,207 117,201 --- --- 251,688
Participant loan payments --- --- 28,288 --- 28,288
Miscellaneous --- --- --- --- 313
Total deductions 95,379 1,912,714 40,363 88 2,329,014
Net increase (decrease) prior to interfund 259,374 (1,463,393) 219,779 196,844 450
Interfund transfers 348,414 (656,499) --- (178,335) ---
Net increase (decrease) 607,788 (2,119,892) 219,779 18,509 450
Net assets available for plan benefits:
Beginning of year --- 6,398,158 --- 388 6,398,546
End of year $ 607,788 $4,278,266 $ 219,779 $ 18,897 $ 6,398,996
</TABLE>
See accompanying notes to financial statements.
TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Triton Energy Corporation 40l(k) Savings Plan
(the "Plan") provides only general information. Participants should refer to
the Plan documents for a more complete description of the Plan provisions.
GENERAL
The Plan, as amended and restated January 1, 1994, is a restatement of the
Triton Energy Corporation Employee Stock Ownership Plan ("ESOP") which was
originally effective as of May 31, 1976. At December 31, 1993, the only fund
available for investment was the Triton Stock Fund. All assets of the ESOP
were transferred to the Plan at January 1, 1994 at current value. The Plan is
a defined contribution plan covering all employees of Triton Energy
Corporation (the "Company") and employees of affiliated companies adopting the
Plan. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
The Plan covers all employee classifications except leased and temporary
employees and members of a legally recognized collective bargaining unit who
are not expressly granted permission to participate. Employees are
automatically enrolled on January 1st, April 1st, July 1st or October 1st
which coincides with or next follows an employee's employment commencement
date.
The Plan is administered by an administrative committee appointed by the Board
of Directors of the Company. The Plan's investments are held by a trust fund
administered by SBS Trust Company.
2. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis
of accounting. The trustee holds and manages the funds and distributes cash
and stock to the Plan participants.
The assets of the Government Money Fund, Long Term Bond Fund, Large
Capitalization Value Equity Fund, Large Capitalization Growth Fund and
International Equity Fund are invested in separate funds managed by
independent registered investment advisors.
VALUATION OF INVESTMENTS
Investments are valued at current value based on quoted market prices except
for loans which are valued at cost which approximates fair value. Realized
gains or losses on sale of investments as reported in the statement of changes
in net assets available for plan benefits is calculated based on a current
value basis as required under ERISA guidelines. Net unrealized appreciation
or depreciation of the investments as reported in the statement of changes in
net assets available for plan benefits represents the net change in market
value of securities held during the year, with adjustments for securities
sold.
FORFEITURES
A participant forfeits any non-vested employer contributions upon termination
of employment for reasons other than retirement, death or disability.
Forfeitures are utilized to reduce the Company's matching contributions and
were immaterial for 1994.
PARTICIPANT LOANS
Loans outstanding aggregated $219,779 at December 31, 1994 and bear interest
at prime (8.5% at December 31, 1994) plus two percent.
A participant may obtain a loan from all of his/her accounts. The maximum
amount that can be borrowed is equal to 50% of the participant's vested
account balance up to a maximum of $50,000. Both the principal and interest
portions of the repayments are allocated by current election.
EXPENSES
Costs and expenses incurred in administering the Plan, excluding certain fees
and expenses of the trustee and investment manager, are borne by the Company.
3. PLAN PARTICIPATION AND WITHDRAWALS
There were approximately 145 participants (84 at December 31, 1993)
contributing to the Plan at December 31, 1994. A participating employee may
invest his contributions in multiples of five percent in one or more of the
following active funds: the Government Money Fund, Long Term Bond Fund, Large
Capitalization Value Equity Fund, Large Capitalization Growth Fund,
International Equity Fund and the Triton Stock Fund. The numbers of
participants with balances in the various funds were as follows:
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DECEMBER 31, 31,
1994
Government Money Fund 27
Long Term Bond Fund 39
Large Capitalization Value Equity Fund 73
Large Capitalization Growth Fund 89
International Equity Fund 91
Triton Stock Fund 77
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A participant may contribute up to 12% of his/her compensation subject to the
annual deferral limit. The Company contributes an amount equal to a
participant's contribution, limited to a maximum of six percent of the
participant's base pay.
Participating employees receive a lump sum payment of all vested contributions
upon retirement, disability, death or termination. Also, participating
employees may make a hardship withdrawal from their participant accounts,
rollover accounts and their vested employer contributed accounts.
4. VESTED INTEREST IN PLAN EQUITY
Plan participants are vested at all times in their employee contributed
accounts. Vesting of employer contributions to a participant's account occurs
at a rate of 20% per year, with full vesting achieved upon five years of
service. In the event of retirement, death or disability, the participant
immediately becomes fully vested. In addition, in the event the Plan is
terminated or partially terminated, employer contributions are discontinued,
or a subsidiary of the Company terminates its participation in the Plan, the
affected participants' employer contributed accounts will become fully vested.
Net assets available for Plan benefits at December 31, 1994 include amounts of
$113,762 attributable to separated employees.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants become fully vested in their accounts.
6. INCOME TAX STATUS
Management believes that the Plan is qualified under Section 401(a) of the
Internal Revenue Code and therefore, the Plan is exempt from taxation under
Section 501. The Internal Revenue Service granted a favorable letter of
determination to the Plan as amended on December 5, 1994. Generally,
contributions to a qualified plan are deductible by the company when made,
earnings of the trust are tax exempt and participants are not taxed on their
benefits until withdrawn from the Plan.
Management is unaware of any variations in the operation of the Plan from the
terms of the Plan documents as amended. The Plan has complied with the
fidelity bonding requirement of ERISA.
TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SCHEDULE I
INVESTMENTS AT DECEMBER 31, 1994
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IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY NUMBER OF CURRENT
DESCRIPTION OF INVESTMENT SHARES COST VALUE (a)
TRITON ENERGY CORPORATION STOCK FUND (b)
Triton Energy Corporation common stock 125,831 $740,946 $4,278,266
INTERNATIONAL EQUITY FUND
Consulting Group Capital Markets Fund 58,859 $631,940 $ 607,788
LARGE CAPITALIZATION VALUE EQUITY FUND
Consulting Group Capital Markets Fund 46,859 $438,423 $ 410,672
LARGE CAPITALIZATION GROWTH FUND
Consulting Group Capital Markets Fund 40,820 $410,983 $ 414,848
GOVERNMENT MONEY FUND
Consulting Group Capital Markets Fund 306,966 $306,966 $ 306,966
LONG TERM BOND FUND
Consulting Group Capital Markets Fund 18,005 $151,311 $ 141,780
LOAN FUND
Participant Notes Receivable Due 8/31/1995 -
11/15/2009 at
8% - 10.5% $219,779 $ 219,779
(a) Current value represents closing prices at December 31, 1994.
(b) Party-in-interest
</TABLE>
TRITON ENERGY CORPORATION
401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF REPORTABLE TRANSACTIONS
SCHEDULE II
TRANSACTIONS IN EXCESS OF 5% OF THE FAIR MARKET VALUE
OF THE PLAN ASSETS FOR THE YEAR ENDED DECEMBER 31, 1994
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CURRENT VALUE
EXPENSE OF ASSET ON
IDENTITY OF PARTY INVOLVED PURCHASE SELLING LEASE INCURRED WITH WITH COST TRANSACTION
DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION OF ASSET DATE
TRITON ENERGY CORPORATION STOCK FUND
Triton Energy Corporation common stock (a) $ 376,813 $1,336,770 $ --- $ 12,331 $ 227,794 $ 1,336,770
INTERNATIONAL EQUITY FUND
Consulting Group Capital Markets Fund $ 734,975 $ 127,464 $ --- $ --- $ 126,354 $ 127,464
LARGE CAPITALIZATION VALUE EQUITY FUND
Consulting Group Capital Markets Fund $ 364,868 $ 94,644 $ --- $ --- $ 96,935 $ 94,644
LARGE CAPITALIZATION GROWTH FUND
Consulting Group Capital Markets Fund $ 276,392 $ 63,514 $ --- $ --- $ 63,617 $ 63,514
RDA
Reserve Deposit Account (RDA VI) $2,985,228 $2,943,854 $ --- $ --- $2,943,854 $ 2,943,854
(a) Party-in-interest
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NUMBER OF
IDENTITY OF PARTY INVOLVED TRANSACTIONS NET
DESCRIPTION OF ASSET PURCHASES SALES GAIN (LOSS)
TRITON ENERGY CORPORATION STOCK FUND
Triton Energy Corporation common stock (a) 21 30 $1,108,976
INTERNATIONAL EQUITY FUND
Consulting Group Capital Markets Fund 30 32 $ 1,110
LARGE CAPITALIZATION VALUE EQUITY FUND
Consulting Group Capital Markets Fund 18 30 $(2,291)
LARGE CAPITALIZATION GROWTH FUND
Consulting Group Capital Markets Fund 18 30 $ (103)
RDA
Reserve Deposit Account (RDA VI) 62 63 $ ---
(a) Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TRITON ENERGY CORPORATION
401(k) Savings Plan
Date: June 29, 1995 /s/ Robert B. Holland,Jr.
Robert B. Holland, Jr.
Senior Vice President, General Counsel and
Secretary
<PAGE>
EXHIBIT INDEX
The following document is an exhibit to this Form 11-K:
Exhibit
Number Document
23.1 Consent of Price Waterhouse LLP, filed herewith.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-51691) of the Triton Energy Corporation 401(k)
Savings Plan of our report dated June 26, 1995 appearing on page F-2 of this
Annual Report on Form 11-K.
PRICE WATERHOUSE LLP
Dallas, Texas
June 26, 1995
