As filed with the Securities and Exchange Commission on November 8, 1995
Registration No. 33-59567
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 2 to
FORM S-3/A
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(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
(214) 691-5200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any 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 in connection with dividend or interest
reinvestment plans, check the following box. [X]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
-
PROSPECTUS
COMMON STOCK
TRITON ENERGY CORPORATION
This Prospectus relates to (a) the issuance by Triton Energy Corporation
(the "Company") of shares of the Company's Common Stock, par value $1.00 per
share ("Common Stock"), upon (i) the exercise of options (the "Options") that
have been or may be transferred by the grantee thereof and that were granted
pursuant to the Company's Amended and Restated 1992 Stock Option Plan (the
"Option Plan") and (ii) the conversion of the Company's Convertible
Subordinated Debentures (the "Debentures") that have been or may be
transferred by the purchaser thereof and that were purchased pursuant to the
Company's Amended and Restated 1986 Convertible Debenture Plan (the "Debenture
Plan") and (b) the subsequent offer and resale by certain holders of such
shares of Common Stock (all such shares being referred to as the "Shares") who
at the time of any such offer or sale are affiliates of the Company (the
"Selling Stockholders").
The Shares may be issued upon the exercise of the Options or the
conversion of the Debentures from time to time in accordance with the terms of
the Option Plan and the Debenture Plan, as applicable. See "Description of
the Plans." The Shares may be resold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest of the Selling Stockholders. Such resales may be made on one or more
exchanges, including the New York Stock Exchange (the "NYSE") or in the over
the counter market, or in negotiated transactions, in each case at prices and
at terms then prevailing or at prices related to the then current market price
or at negotiated prices and terms. Upon any resale of the Shares, Selling
Stockholders or such successors in interest and participating agents, brokers
or dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
The Common Stock is listed for trading on the NYSE under the symbol
"OIL." On November 6, 1995, the closing price of the Common Stock on the
NYSE was $49 3/8. The Company will pay all expenses incurred in connection
with this offering, which are estimated to be approximately $65,700.
See "Risk Factors" beginning at page 3 of the Prospectus for a discussion
of certain factors that should be considered by prospective purchasers of the
Common Stock offered hereby.
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 November __, 1995.
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"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60604) and New York, New York (75 Park
Place, Room 1228, New York, New York 10007). Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's
shares of Common Stock are listed on the New York Stock Exchange. Reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act (the "Registration
Statement"), omits certain of the information contained in the Registration
Statement. Reference is made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
Common Stock offered hereby. Copies of such Registration Statement are
available from the Commission. Statements contained herein concerning the
provisions of documents filed herewith as exhibits are necessarily summaries
of such documents, and each such statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
The Company's principal executive offices are located at 6688 North
Central Expressway, Suite 1400, Dallas, Texas 75206, and its telephone number
at such address is (214) 691-5200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed by the Company with the Commission
pursuant to the Exchange Act: (i) the Company's Current Report on Form 8-K
dated August 24, 1995 that includes the restated consolidated financial
statements to reflect the aviation sales and services segment as discontinued
operations, (ii) the Company's Transition Report on Form 10-K for the period
from June 1, 1994 to December 31, 1994, (iii) the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995, and (iv)
the Company's Current Reports on Form 8-K filed June 2, 1995 and June 8, 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 Shares pursuant hereto shall
be deemed to be incorporated by reference in this Prospectus and to be a part
of this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
<PAGE>
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.
RISK FACTORS
In addition to the other information set forth in or incorporated by
reference in this Prospectus and any applicable Prospectus Supplement,
potential investors in the Shares should consider the following factors.
THE OIL AND GAS INDUSTRY GENERALLY. Oil and gas prices have been subject to
significant fluctuations over the past two decades Levels of production
maintained by the Organization of Petroleum Exporting Countries member nations
and other major petroleum producing countries, and the actions of oil traders,
are expected to continue to be major determinants of petroleum price movements
in the near term. It is impossible to predict future petroleum price
movements with any certainty. The Company may from time to time enter into
contracts to hedge its risk against changing oil prices.
The Company's oil and gas business is also subject to all of the
operating risks normally associated with the exploration for and production of
oil and gas, including blowouts, cratering, pollution, earthquakes, labor
disruptions and fires, each of which could result in damage to or destruction
of oil and gas wells, formations, production facilities or properties, or in
personal injury. In accordance with customary industry practices, the Company
maintains insurance coverage limiting financial loss resulting from certain of
these operating hazards. Losses and liabilities arising from uninsured or
underinsured events would reduce revenues and increase costs to the Company.
The Company's oil and gas business is also subject to laws, rules and
regulations in the countries in which it operates, which generally pertain to
production control, taxation, environmental and pricing concerns and other
matters relating to the petroleum industry.
Moreover, because the Company may not be the operator or own a majority
interest in a number of contract areas, it will not be able to control the
timing or manner in which capital expenditures will occur in these areas to
the same degree as if it were the operator or owner of a majority interest.
The Company's inability to meet its obligations in these and other contract
areas could have a material adverse effect on its interests in these contract
areas.
THE COMPANY'S FINANCIAL POSITION. The Company reported income from continuing
operations of $5.0 million and $4.7 million for the quarter and six months
ended June 30, 1995, respectively, but losses from continuing operations for
the seven month transition period ended December 31, 1994 ($26.6 million) and
in each of the last five fiscal years in the period ended May 31, 1994 ($4.6
million, $76.5 million, $81.3 million, $7.4 million and $50.2 million for
1994, 1993, 1992, 1991 and 1990, respectively). To date, working capital
(amounting to $141.6 million as of June 30, 1995, excluding $12.5 million of
long-term marketable securities), external sources of funding, asset sales and
net cash flow from operations have been sufficient to service the Company's
existing debt obligations, even though the Company has experienced losses.
The Company expects to pursue financing alternatives and to dispose of certain
assets or operations in order to meet expenditure requirements on existing or
contemplated projects and to service its debt obligations, the timing and
nature of which may be affected by, among other things, the timing and extent
of production and capital expenditures in Colombia and elsewhere. There can
be no assurance as to the ability of the Company to effect sales of its assets
or to access public or private markets for such financings, the timing of such
sales or financings or the proceeds, if any, that the Company could realize
therefrom. Moreover, the Company's ability to pursue additional debt
financing is limited by covenants in the indenture pursuant to which $240
million principal amount of its 12% Senior Subordinated Discount Notes due
1997 (the "1997 Notes") were issued in 1992 and in the indenture pursuant to
which $170 million principal amount of its 93/4% Senior Subordinated Discount
Notes due 2000 (the "2000 Notes") were issued in 1993. The indenture relating
to the 1997 Notes, as amended in August 1993, also would require the Company
to repurchase a portion of the outstanding 1997 Notes if the Company fails to
maintain a consolidated net worth of at least $225 million for two consecutive
quarters. The Company's consolidated net worth was $242.5 million at June 30,
1995. The Company is seeking consents from the noteholders to indenture
covenant modifications that would eliminate the repurchase obligation based on
the Company's net worth and permit the Company to incur indebtedness if the
Company's total indetedness (excluding certain debt) would not exceed 25% of
the Company's market capitalization. The modifications would also permit a
possible future recapitalization of the Company under a foreign parent if the
same were approved by the Board of Directors and stockholders.
For information regarding the Company's financial position and results of
operations, including the Company's working capital from time to time, see the
Company's Consolidated Statements of Operations, Consolidated Balance Sheets
and Consolidated Statements of Cash Flows in the Company's annual and periodic
reports and other documents incorporated herein by reference.
ENVIRONMENTAL MATTERS. The Company is subject to extensive environmental laws
and regulations. These laws regulate the discharge of oil, gas or other
materials into the environment and may require the Company to remove or
mitigate the environmental effects of the disposal or release of such
materials at various sites. The Company does not believe that its
environmental risks are materially different from those of comparable
companies in the oil and gas industry. Nevertheless, no assurance can be
given that environmental laws and regulations will not, in the future,
adversely affect the Company's results of operations, cash flows or financial
position. Pollution and similar environmental risks generally are not fully
insurable.
RISKS OF FOREIGN OPERATIONS. The Company derives a significant portion of its
consolidated revenues from foreign operations. Risks inherent in foreign
operations include loss of revenue, property and equipment from such hazards
as expropriation, nationalization, war, insurrection and other political
risks, risk of increases in taxes and governmental royalties, renegotiation of
contracts with governmental entities, as well as changes in laws and policies
governing operations of foreign based companies. Other risks inherent in
foreign operations are the possibility of realizing economic currency exchange
losses when transactions are completed in currencies other than United States
dollars and the Company's ability to freely repatriate its earnings under
existing exchange control laws.
CERTAIN FACTORS RELATING TO COLOMBIA. The Company is a participant in
significant oil and gas discoveries located in the Llanos Basin in the
foothills of the Andes Mountains, approximately 160 kilometers (100 miles)
northeast of Bogota, Colombia. The Company owns interests in various areas,
including three contiguous areas known as the Rio Chitamena, Santiago de las
Atalayas ("SDLA") and Tauramena contract areas. Test results for the initial
exploratory and subsequent delineation wells indicate that signficant oil and
gas deposits lie across the Rio Chitamena, SDLA and Tauramena contract areas
(the "Cusiana Field"), and within the SDLA contract area (the "Cupiagua
Field").
Largely due to complex geology, drilling of wells in the Cusiana and
Cupiagua fields has been comparatively difficult, lengthy in duration and
expensive. The Company believes that considerable progress was achieved
during 1994 in reducing the time and expenditures required to drill and
complete wells in the Cusiana and Cupiagua fields based on experience gained
from initial wells drilled. Although there can be no assurance, the Company
believes that the experience gained in the area to date will allow the
operator to continue to reduce the time and expenditures required to drill and
complete wells in the area. However, because the Company is not the operator
of these contract areas, the Company does not control the timing or manner of
these operations.
Full development of reserves in the Cusiana and Cupiagua fields will take
several years and require additional drilling and extensive production
facilities, which in turn will require significant additional capital
expenditures, the ultimate amount of which cannot be predicted. Pipelines
connect the major producing fields in Colombia to export facilities and to
refineries. These pipelines are in the process of being upgraded to
accommodate additional production from the Cusiana and Cupiagua fields.
Guerilla activity in Colombia has from time to time disrupted the
operation of oil and gas projects and increased costs. Although the Colombian
government, the Company and its partners have taken steps to improve security
and improve relations with the local population, there can be no assurance
that attempts to reduce or prevent guerrilla activity will be successful or
that such activity will not disrupt operations in the future.
REGULATORY MATTER. On July 28, 1992, the Commission requested that the
Company provide to the Commission, on a voluntary basis, information and
documents regarding certain of the Company's employees and former employees,
the Company's operations in Indonesia, the Company's dealings with Indonesian
officials, and the Company's internal accounting controls. The staff of the
Commission has advised the Company that the Company should not construe this
inquiry as an indication that any violation of law has occurred or as an
adverse reflection upon any person, entity or security. Subsequently, the
Company has been advised that the Justice Department is conducting a similar
inquiry. The Company continues to cooperate with both agencies. Based upon
the information available to the Company to date, the Company believes that it
will be able to resolve any issues that either agency might raise concerning
these matters in a manner that would not have a material adverse effect on the
Company's consolidated financial condition.
<PAGE>
USE OF PROCEEDS
The proceeds received by the Company upon exercise of the Options will be
used for general corporate purposes, including, but not limited to, operating
and working capital requirements. The Company will not receive any proceeds
from the sale of the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to (a) the issuance by the Company of (i) up to
3,666,125 shares of Common Stock, in the aggregate, upon the exercise of
Options that may be or have been transferred by the grantee thereof and that
were granted pursuant to the Option Plan and (ii) up to 253,977 shares of
Common Stock, in the aggregate, upon the conversion of Debentures that may be
or have been transferred by the purchase thereof and that were purchased
pursuant to the Debenture Plan, and (b) the subsequent offer and resale of
such shares of Common Stock by the Selling Stockholders.
The Board of Directors of the Company or an appropriate committee
appointed by the Board, subject to the provisions of the Option Plan and the
Debenture Plan, will determine from time to time (i) the individuals to whom
Options will be granted and Debentures will be sold, (ii) the number of shares
to be covered by each Option and (iii) the purchase price or conversion price,
as applicable, of Common Stock subject to each Option and Debenture. See
"Description of the Plans."
Set forth below, as of November 6, 1995, are the names of each Selling
Stockholder that as of the date of this Prospectus has been transferred
Options and/or Debentures, the number of Shares that may be offered for resale
by such Selling Stockholder pursuant to the Prospectus, and the number of
shares of Common Stock to be owned by such Selling Stockholder upon completion
of the offering if all Shares are sold. To the extent required by the
Securities Act, the information relating to the Selling Stockholders will be
updated by Prospectus Supplement.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock Ownership
Ownership of Offered for of Common
Common Stock Selling Stock
Prior to Stockholders After
Name Offering Account Offering
Thomas G. Finck
International Trust 137,600(1) 137,600(1) 0
Robert B. Holland, III
International Trust 87,600(1) 87,600(1) 0
</TABLE>
__________________
(1) Represents all shares issuable upon exercise of options currently held by
the Selling Stockholders, whether or not currently exercisable.
<PAGE>
DESCRIPTION OF THE PLANS
OPTION PLAN
General
The Option Plan provides for the grant of Options to acquire up to
3,700,000 shares of Common Stock, which Options may be "incentive stock
options" ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986 (the "Code"), or nonqualified stock options
("Nonqualified Options") and no participant shall be eligible for more than
50% of such shares. The purpose of the Option Plan is to attract and retain
highly qualified and competent employees, nonemployee members of the Board
("Nonemployee Directors") and advisors and to provide such persons with a
proprietary interest in the Company through the granting of Options. Any
employee of the Company (or any of its subsidiaries), Nonemployee Director or
advisor to the Company (or any of its subsidiaries) is eligible to receive
Options pursuant to the Option Plan; provided that Incentive Options may be
granted only to persons who are employees. The Option Plan is not subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
The statements contained herein concerning the terms and provisions of
the Option Plan are summaries and do not purport to be complete. All such
statements are qualified in their entirety by reference to the full text of
the Option Plan.
Administration of the Option Plan
The Option Plan provides that it shall be administered by a committee
(the "Committee"), which must consist of not fewer than three members who must
be Nonemployee Directors and who must be "disinterested" within the meaning of
Rule 16b-3 under the Exchange Act. Provided that the preceding requirements
are met, the Compensation Committee of the Board may serve as the Committee.
Any member of the Committee may be removed by the Board, with or without
cause. The Committee has, subject to the terms of the Option Plan, the power
to determine from time to time the individuals, other than Nonemployee
Directors, to whom Options will be granted, to interpret the Option Plan, to
prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Option Plan, to determine the
details and provisions of each stock option agreement, to modify or amend any
stock option agreement or waive any conditions or restrictions applicable to
any Option or the exercise thereof and to make such other determinations and
take such other actions as it deems necessary or advisable for administration
of the Option Plan.
The Option Plan provides for the automatic grant to each Nonemployee
Director of Nonqualified Options ("Nondiscretionary Stock Options") to
purchase 15,000 shares of Common Stock on November 15 each year.
The Committee may at any time amend or revise the terms of the Option
Plan; provided that, without shareholder approval, no amendment or revision
may (i) increase the number of shares that may be issued under the Option
Plan, (ii) materially increase the benefits accruing to Optionholders or (iii)
materially modify the requirements as to eligibility for participation in the
Option Plan. Provisions in the Option Plan relating to automatic grants of
Options to Nonemployee Directors may not be amended more than once in any
six-month period, other than to comport with changes in the Code or ERISA, or
the rules thereunder.
<PAGE>
Transferability
The Committee may, in its discretion, agree that Nonqualified Options
other than Non-discretionary Stock Options are transferable by the
Optionholder to members of his immediate family (e.g., parents, children,
grandchildren or spouse), trusts for the benefit of such immediate family
members and partnerships in which such immediate family members are the only
partners, provided that there cannot be any consideration for the transfer.
Except as may be agreed upon by the Committee in accordance with the
immediately preceding paragraph, an Option granted to an Optionholder may not
be transferred or assigned, other than (i) by will or the laws of descent and
distribution or (ii) pursuant to the terms of a qualified domestic relations
order as defined by the Code or Title I of ERISA, provided that in the case of
an Incentive Option, such transfer or assignment may occur only to the extent
it will not result in disqualifying such Option as an incentive stock option
under Section 422 of the Code, or any other successor provision. Subject to
the foregoing, during an Optionholder's lifetime, Options granted to an
Optionholder may be exercised only by the Optionholder or, subject to the
terms hereof and to the extent such exercise would not result in disqualifying
such Option as an incentive stock option under Section 422 of the Code (or any
other successor provision), by the Optionholder's guardian or legal
representative, and each stock option agreement must so provide. The
designation by an Optionholder of a beneficiary will not constitute a transfer
of the Option.
In addition to reporting obligations applicable to beneficial owners of
5% or more of a class of the Company's stock, Section 16 of the Exchange Act
imposes certain reporting obligations and trading restrictions on directors,
executive officers and beneficial owners of 10% or more of a class of the
Company's equity securities ("Reporting Persons"). Reporting Persons may be
required to report certain information concerning the Option Plan in Form 3,
4, or 5 reports filed pursuant to the Section 16 reporting requirements. Any
profit made from purchases and sales of equity securities of the Company by
the foregoing persons, their family members or by affiliated partnerships,
corporations, trusts and other entities within a six-month time period may be
subject to recovery by the Company or by any stockholder for the benefit of
the Company. Each Reporting Person is responsible for complying with such
reporting obligations and trading restrictions. Prior to any purchase,
acquisition, Option exercise, conversion, trade, sale or other disposition of
stock or other security of the Company by a Reporting Person, legal advice
should be obtained.
Purchase of Securities Pursuant to the Option Plan and Payment for Securities
Offered
Each Option is evidenced by a written agreement (an "Option Agreement")
between the Company and the Optionholder. Options issued under the Option
Plan generally become exercisable after one year following the date of grant
with respect to 25% of the shares of Common Stock covered thereby and vest 25%
per year thereafter; provided that automatic Option grants to Nonemployee
Directors become exercisable after one year following the date of grant with
respect to 33 1/3% of the shares of Common Stock covered thereby and vest 33
1/3% per year thereafter. Notwithstanding the provisions of any Option
Agreement, Options will become exercisable in the event of a change in control
(as defined in the Option Plan) and in the event of certain mergers and
reorganizations of the Company. No Option will remain exercisable later than
ten years after the date of its grant (or five years in the case of Incentive
Options granted to employees owning more than 10% of the total combined voting
power of all classes of stock of the Company). The exercise price of each
Option granted under the Option Plan may not be less than 100% of the fair
market value of the Common Stock on the date of grant of the Option (or 110%
in the case of Incentive Options granted to employees owning more than 10% of
the total combined voting power of all classes of stock of the Company). The
maximum aggregate fair market value (determined at the time the Option is
granted) of the Common Stock with respect to which Incentive Options are
exercisable for the first time by any employee during any calendar year may
not exceed $100,000.
The issuance, delivery or exercise of any Option is subject to the
satisfaction by the Optionholder of any withholding tax or other withholding
liabilities under federal, state or local law. An Optionholder, other than a
Reporting Optionholder, may satisfy a withholding obligation by electing to
(i) have the Company withhold a portion of the Common Stock acquired upon the
exercise of the Option having a fair market value on the date the amount of
tax to be withheld is to be determined (the "Tax Date") equal to the amount
required to be withheld or (ii) deliver to the Company shares of Common Stock
already owned by the Optionholder having a fair market value on the Tax Date
equal to the amount required to be withheld. A withholding obligation of a
Reporting Optionholder may be satisfied, at the option of the Committee, by
the Company withholding a portion of the Common Stock acquired upon exercise
of the Option having a fair market value on the Tax Date equal to the amount
required to be withheld.
The Option Plan contains the following provisions relating to the
exercise of Options in the event of the termination of the Optionholder's
employment or service as a director or advisor: In the event an Optionholder
who is an employee of the Company or any subsidiary ceases to be employed by
the Company or a subsidiary, or an Optionholder who is a director or advisor
ceases to serve as a director or advisor, for any reason other than death,
retirement, disability or for cause, (i) the Committee shall have the ability
to accelerate the vesting of the Optionholder's Option (other than a
Non-discretionary Stock Option) in its sole discretion, and (ii) such
Optionholder's Option shall be exercisable (to the extent exercisable on the
date of termination of employment or service as a director or advisor, or, if
the Committee, in its discretion, has accelerated the vesting of such Option,
to the extent exercisable following such acceleration) (a) if such Option is
an Incentive Option or a Non-discretionary Stock Option, at any time within
three months after the date of termination of employment or service as a
Nonemployee Director, unless by its terms the Option expires earlier; or (b)
if such Option is a Nonqualified Option other than a Non-discretionary Stock
Option, at any time within one year after the date of termination of
employment or service as a director or advisor, unless by its terms the Option
expires earlier or unless the Committee agrees, in its sole discretion, to
further extend the term of such Nonqualified Option; provided that the term of
any such Nonqualified Option shall not be extended beyond its initial term.
In addition, an Optionholder's Option may be exercised as follows in the event
such Optionholder ceases to serve as an employee, director or advisor due to
death, disability, retirement or for cause:
Death. Except as otherwise limited by the Committee at the time of
the grant of a Option, if an Optionholder dies while employed by the Company
or a subsidiary, or while serving as a director or advisor, or within three
months after ceasing to be an employee, director or advisor, his Option will
become fully exercisable on the date of his death and will expire 12 months
thereafter, unless by its terms it expires sooner or the Committee agrees, in
its sole discretion, to further extend the term of such Option (other than an
Incentive Option or a Non-discretionary Stock Option); provided that the term
of any such Option shall not be extended beyond its initial term. During such
period, the Option may be fully exercised, to the extent that it remains
unexercised on the date of death, by the Optionholder's personal
representative or by the distributees to whom the Optionholder's rights under
the Option shall pass by will or by the laws of descent and distribution.
Retirement. If an Optionholder ceases to be employed by the Company
or a subsidiary, or ceases to serve as a director or advisor, as a result of
retirement, (i) the Committee shall have the ability to accelerate the vesting
of the Optionholder's Option (other than a Non-discretionary Stock Option,
which shall automatically be accelerated) in its sole discretion, and (ii) the
Optionholder's Option will be exercisable (to the extent exercisable on the
effective date of such retirement or, if the vesting of such Option has been
accelerated, to the extent exercisable following such acceleration) (a) if
such Option is an Incentive Option or a Non-discretionary Stock Option, at any
time three months after the effective date of such retirement, unless by its
terms the Option expires earlier, and (b) if such Option is a Nonqualified
Option other than a Non-discretionary Stock Option, at any time within one
year after the effective date of such retirement, unless by its terms the
Option expires sooner or the Committee agrees, in its sole discretion, to
further extend the term of such Nonqualified Option; provided that the term of
any such Nonqualified Option shall not be extended beyond its initial term.
Disability. If an Optionholder ceases to be employed by the Company
or a subsidiary, or ceases to serve as a director or advisor, as a result of
disability, the Optionholder's Option shall become fully exercisable and shall
expire 12 months thereafter, unless by its terms it expires sooner or, unless
the Committee agrees, in its sole discretion, to extend the term of such
Option (other than an Incentive Option or Non-discretionary Stock Option);
provided that the term of any Option shall not be extended beyond its initial
term.
Cause. If an Optionholder ceases to be employed by the Company or a
subsidiary, or ceases to serve as a director or advisor, because the
Optionholder is terminated for cause, the Optionholder's Option shall
automatically expire.
Full payment for the Common Stock purchased upon the exercise of an
Option may be made, (i) in cash, (ii) by certified or cashier's check, (iii)
if permitted by the Committee, by shares of Common Stock, (iv) if permitted by
the Committee, and if permitted under the laws of the State of Delaware, by
cash or certified or cashier's check for the par value of the shares plus a
promissory note for the balance of the purchase price, which note shall
provide for full personal liability of the maker and shall contain such other
terms and provisions as the Committee may determine, including without
limitation the right to repay the note partially or wholly with Common Stock,
or (v) by delivery of a copy of irrevocable instructions from the Optionholder
to a broker or dealer, reasonably acceptable to the Company, to sell certain
of the shares purchased upon exercise of the Option or to pledge them as
collateral for a loan and promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay such purchase price. If any portion of the
purchase price or a note given at the time of exercise is paid in shares of
Common Stock, those shares shall be valued at the then fair market value.
Tax Effects
The following is only a summary of the more significant federal income
tax considerations and does not purport to be a complete description of all
applicable rules regarding the federal income tax treatment of Options. The
discussion set forth herein is based on the federal tax laws as in force on
the date of this Prospectus. In particular, the summary does not apply to
dispositions by Optionholders of stock other than through sales (such as
through gifts), and does not discuss in detail any potential consequences of
modifications to Options that would otherwise qualify as Incentive Options,
alternative minimum tax, state, local and foreign taxes and the effect of
gift, estate and inheritance taxes. For more detailed information, reference
should be made to the Code and the regulations relating thereto.
Incentive Options. No taxable income is realized by an Optionholder
and no tax deduction is available to the Company upon either the grant or
exercise of an Incentive Option. If an Optionholder holds the shares acquired
upon the exercise of an Incentive Option for more than one year after the
issuance of the shares upon exercise of the Incentive Option and more than two
years after the date of the grant of the Incentive Option ("holding period"),
the difference between the exercise price and the amount realized upon the
sale of the shares will be treated as a long-term capital gain or loss and no
deduction will be available to the Company. If the shares are transferred
before the expiration of the holding period, the Optionholder will realize
ordinary income and the Company will be entitled to a deduction on the portion
of the gain, if any, equal to the difference between the Incentive Option
exercise price and the fair market value of the shares on the date of exercise
or, if less, the difference between the amount realized on the disposition and
the adjusted basis of the stock; provided, however, that the deduction will
not be allowed if such amount exceeds the annual one million dollar limitation
on the deduction that an employer may claim for compensation of certain
executives pursuant to Section 162(m) of the Code (the "Deduction Limitation")
and does not satisfy an exception to the Deduction Limitation. Any further
gain or loss will be taxable as long-term or short-term capital gain or loss
depending upon the holding period before disposition. Certain special rules
apply if an Incentive Option is exercised by tendering stock.
The difference between the Incentive Option exercise price and the fair
market value, at the time of exercise, of the Common Stock acquired upon the
exercise of an Incentive Option may give rise to alternative minimum taxable
income subject to an alternative minimum tax. Special rules also may apply in
certain cases where there are subsequent sales of shares in disqualifying
dispositions and to determine the basis of the stock for purposes of computing
alternative minimum taxable income on a subsequent sale of the shares.
Nonqualified Options. No taxable income is generally realized by an
Optionholder upon the grant of a Nonqualified Option and no deduction
generally is then available to the Company. Upon exercise of a Nonqualified
Option, the excess of the fair market value of the shares on the date of
exercise over the exercise price will be taxable to the Optionholder as
ordinary income. Such amount will be deductible by the Company unless such
amount exceeds the Deduction Limitation and does not satisfy an exception to
the Deduction Limitation. The tax basis of shares acquired by the
Optionholder will be the fair market value on the date of exercise. When an
Optionholder disposes of shares acquired upon exercise of a Nonqualified
Option, any amount realized in excess of the fair market value of the shares
on the date of exercise generally will be treated as a capital gain and will
be long-term or short-term, depending on the holding period of the shares.
The holding period commences upon exercise of the Nonqualified Option. If the
amount received is less than such fair market value, the loss will be treated
as a long-term or short-term capital loss, depending on the holding period of
the shares. The exercise of a Nonqualified Option will not trigger the
alternative minimum tax consequences applicable to Incentive Options.
<PAGE>
DEBENTURE PLAN
General
The Debenture Plan is intended to promote the interests of the Company
and its stockholders by allowing certain senior key executives (including
directors who are employees) and consultants (individually, a "Purchaser" and
collectively, the "Purchasers") of the Company and its subsidiaries the
opportunity to acquire an equity interest in the Company by means of investing
in the Debentures, thereby giving such senior key executives and consultants
added incentive to work toward the continued growth and success of the
Company. The Company's Board of Directors also contemplates that the
Debenture Plan will enable the Company and its subsidiaries to continue to
compete effectively for the services of management personnel needed for the
continued growth and success of the Company. The Debenture Plan is not
subject to the provisions of ERISA.
The statements contained herein concerning the terms and provisions of
the Debenture Plan, the Debentures and the Indentures (as defined below) are
summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Debenture
Plan.
Administration of the Debenture Plan
The Plan is administered by the Committee, each of whose members must
qualify as a "disinterested person" within the meaning of Paragraph (d)(3) of
Rule 16b-3, under the Exchange Act. Committee members are appointed by the
Board, and may be removed by the Board at any time. No Debentures may be sold
to any member of the Committee during the term of his membership on the
Committee.
The Committee has full power and authority within the limits of the
Debenture Plan to select the senior key executive officers and consultants to
be sold Debentures under the Debenture Plan, as well as to determine the
amounts, terms and conditions of the Debentures. The Committee has authority
to sell Debentures to senior key executive officers (which may include
directors who are employees) of and consultants to the Company or any of its
subsidiaries who have a material and direct effect upon the Company's
operations.
Subject to the provisions of the Debenture Plan and to the provisions of
an indenture and any supplemental indenture thereto (the "Indenture") creating
one or more series of Debentures, the Committee has authority to interpret and
construe the Debenture Plan, to supervise the Debenture Plan's administration
and to establish and amend the general rules and regulations for the
administration of the Debenture Plan. The Committee may also, within the
limits of the Debenture Plan, determine certain terms and provisions of any
Indenture, including the aggregate principal amount, maturity date, interest
rate and conversion price of each series.
Description of Debentures
The Company may issue an unlimited aggregate principal amount of
Debentures pursuant to the Debenture Plan. However, the total number of
shares of Common Stock into which Debentures may be converted may not exceed
1,000,000 shares (subject to appropriate adjustment in certain events). The
shares of Common Stock issued upon conversion of the Debentures may be either
authorized but unissued Common Stock or treasury shares.
<PAGE>
The Debentures are issued in series; each series is either issued under a
separate Indenture, or two or more series are issued under a single Indenture.
Each series is due not earlier than seven years from the date of issuance or
such earlier date as the Company redeems a series of Debentures or prepays an
individual Debenture (with respect to such series or individual Debenture, the
"Due Date"). The Committee may extend the term of a series for any period of
time from seven years up to ten years as determined by the Committee without
shareholder approval, as set forth in the Indenture for that series. The
Debentures are issuable in such form and denominations as the Committee
approves.
The Debentures are subordinated in right of payment to the prior payment
in full of any senior indebtedness (as defined in the Indenture).
Additionally, there is no limitation on the issuance of any such additional
senior indebtedness.
Debentures are convertible into fully paid and nonassessable shares of
Common Stock at any time on or after a date set by the Committee (the
"Conversion Date") from the date of issuance until the close of business on
the Due Date at the conversion price in effect at the time of conversion.
Individual Debentures have Conversion Dates which vary from one to three years
from the date of issuance. Debentures become convertible in the event of a
change in control (as defined in the Debenture Plan) and the Committee may
accelerate (but not delay) the Conversion Date. The price at which shares of
Common Stock are delivered upon conversion are set by the Committee. The
conversion price, however, cannot be less than 100% of the last reported sales
price of the Common Stock on the NYSE on the date prior to the date the
Committee authorizes the issuance of such Debentures.
If a Purchaser's employment or association with the Company is terminated
for any reason other than death, disability, retirement or for cause, the
Purchaser's Debenture may be converted (to the extent convertible on the date
of such termination or, if the Committee, in its discretion, has accelerated
the Conversion Date, to the extent convertible following such acceleration) at
any time within three months after such termination, unless the Committee
agrees, in its sole discretion, to further extend the Conversion Date of such
Debenture; provided that the term of any such Debenture is not extended beyond
its initial term. If a Purchaser's employment or association with the Company
is terminated due to death, disability or retirement, the Purchaser's
Debenture may be converted (to the extent convertible on the date of death,
disability or retirement or, if the convertibility of such Debenture has been
accelerated, to the extent convertible following such acceleration) at any
time within one year from the date of termination, unless the Committee
agrees, in its sole discretion, to further extend the Conversion Date of such
Debenture; provided that the term of any Debenture is not extended beyond its
initial term. If the Purchaser is discharged from the Company for cause, he
may not convert the Debenture after discharge. The Company will prepay any
Debenture the conversion privilege of which so terminates.
Default and Remedies
The Indentures define an "Event of Default" as: (i) any default in the
payment of interest which continues for 30 days after the due date; (ii) any
default in the payment of principal when due; (iii) failure by the Company to
comply with any of its other agreements with or for the benefit of holders of
Debentures if such default continues for the period and after the notice
specified below; and (iv) certain events of bankruptcy of the Company.
A default under clause (iii) above is not an Event of Default until the
trustee (the Committee) or the holders of at least 25% in principal amount of
the Debentures then outstanding notify the Company of the default and the
Company does not cure the default within 60 days after receipt of the notice.
If an Event of Default described in clauses (i) or (ii) above occurs and is
continuing, the trustee by notice to the Company, or the holders of at least
25% in principal amount of the Debentures then outstanding by notice to the
Company and the trustee, may declare the principal of and accrued interest on
all the Debentures of that series then outstanding to be due and payable. If
an Event of Default described in clauses (iii) or (iv) above occurs and is
continuing, the trustee by notice to the Company, or the holders of at least
25% in principal amount of the Debentures of all series then outstanding by
notice to the Company and the trustee, may declare the principal of and
accrued interest on all Debentures then outstanding to be due and payable.
Upon any such declaration such principal and interest shall be due and payable
immediately. The holders of a majority in principal amount of the Debentures
of a series then outstanding (or of all series, as the case may be), by
written notice to the Company and the trustee, may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to that series (or
to all series, as the case may be) have been cured or waived except nonpayment
of principal or interest that has become due solely because of the
acceleration.
The holders of a majority in principal amount of the Debentures of a
series then outstanding (or of all series, as the case may be) by notice to
the trustee, may waive an existing default and its consequences, except a
default in the payment of the principal of or interest on any Debenture or a
default pursuant to conversion of the Debentures.
Transferability
The Committee may, in its discretion, agree that Debentures are
transferable by the Purchaser to members of his immediately family (e.g.,
parents, children, grandchildren or spouse), trusts for the benefit of such
immediate family members and partnerships in which such immediate family
members are the only partners, provided that there cannot be any consideration
for the transfer. Except as may be agreed upon by the Committee in accordance
with the immediately preceding paragraph, a Debenture may not be sold,
assigned, transferred, pledged (except as provided below) or otherwise
hypothecated other than (i) by will or the laws of descent and distribution or
(ii) pursuant to the terms of a qualified domestic relations order as defined
by the Code, or Title I of ERISA.
Notwithstanding the provisions of the previous paragraph, in certain
cases Purchasers may pledge Debentures as security for loans which will
provide all or part of the financing necessary to purchase the Debentures, and
such pledges may be made without the Company's consent by providing the
Company with written notice of the pledge. The conversion right of any
Debenture is exercisable only by the Purchaser, his estate or the
beneficiaries of such estate.
If a Purchaser pledges a Debenture in the permitted manner described
above, the conversion privilege is not exercisable during such time as the
Debenture is pledged. Upon notice from the Purchaser and the lender to which
the Debenture was pledged that the obligation has been discharged, the
conversion privilege is again exercisable. If a Purchaser sells, assigns,
transfers, pledges (except pledges requiring only written notice to the
Company) or otherwise hypothecates a Debenture without the Company's consent,
the conversion right permanently ceases to exist. Should the conversion right
of a Debenture so terminate, the Company has the option, but not the
obligation, to prepay that Debenture.
<PAGE>
Sale and Purchase of the Debentures
The Committee may authorize Purchasers to purchase Debentures by delivery
of a promissory note to the Company in payment of all or a part of the
purchase price of the Debentures. Such promissory notes shall have provisions
for collateral, which may include the Debentures, payment of interest,
repayment of principal and such other terms and conditions as the Committee
deems advisable.
The Debentures must be sold by the Company at face value plus any accrued
interest to the date of sale. The Committee must make a good faith
determination that the fair value of a Debenture at the time of sale is equal
to its face value. In the event that the Internal Revenue Service determines
that the value of a Debenture at the time of sale exceeded its face value and
if (a) the Company receives a tax benefit as a result of that determination
and (b) the Purchaser is taxed to the extent of the excess, then the Company
must pay the Purchaser as compensation the lesser of the Company's tax benefit
with respect to the Purchaser or the Purchaser's tax liability resulting from
such determination, provided the Purchaser has contested the imposition of
such liability in a manner which the Company determines to be appropriate
under the circumstances.
Notwithstanding any of the provisions of the Debenture Plan, the
Indentures or of any written agreements evidencing Debentures issued under the
Debenture Plan, the obligations of the Company to sell and deliver Debentures
and shares of Common Stock upon conversion of the Debentures are subject to
all applicable laws, rules and regulations and such approvals by any
government agencies or national securities exchanges as may be required. The
participants agree not to convert any Debentures and the Company is not
obligated to issue any shares of Common Stock upon conversion of the
Debentures, if the conversion of such Debentures or the issuance of shares of
Common Stock upon conversion of the Debentures would constitute a violation by
the participant or the Company of any provision of any law or regulation of
any governmental authority.
Expiration of Debenture Plan; Redemption and Termination of Debentures
The Debenture Plan expires when all of the Company's obligations with
respect to all of the outstanding Debentures have been discharged.
The Indentures provide that the Debentures are redeemable at any time on
or after three years from the date of issuance at the Company's option, at a
redemption price equal to 120% of the principal amount, plus accrued interest.
Reorganizations, Substitutions and Adjustments
The Indentures provide that the conversion price for the Debentures will
be adjusted appropriately in certain events, including, but not limited to:
(i) the issuance of stock dividends; (ii) certain subdivisions, combinations
and reclassifications; and (iii) the distribution to all holders of the
Company's Common Stock or evidences of indebtedness or certain assets or other
rights. The Indentures reserve the right of the Board to accelerate (but not
delay) the date on which each Debenture may be converted.
Tax Effects
Based upon current tax law and prior rulings issued by the Internal
Revenue Service, the Company believes that (i) a purchaser of a Debenture will
not realize taxable income upon the purchase of a Debenture unless, and to the
extent, the fair market value of the Debenture exceeds the amount which the
purchaser paid for the Debenture; (ii) a purchaser will recognize no income,
gain or loss when the purchaser converts any part or all of a Debenture into
Common Stock; (iii) if a purchaser converts all or a part of a Debenture, the
purchaser's basis in the Common Stock so acquired will equal the purchaser's
basis in the portion of the Debenture surrendered for conversion; and (iv) the
purchaser's holding period with respect to the Common Stock will include the
combined holding period of the Debenture and the Common Stock. However, no
assurances can be given that the above consequences will apply.
The Company intends that each Debenture sold under the Debenture Plan
will have an interest rate at least equal to the applicable federal rate in
effect on the date of sale.
If the tax consequences described above apply to the transaction, the
Company will not be entitled to a tax deduction upon the conversion of
Debentures into Common Stock.
Reserved Stock
Shares issuable upon conversion of the Debentures are reserved out of the
Company's authorized but unissued Common Stock or Common Stock held in
treasury. All such shares will be fully paid and non-assessable.
PLAN OF DISTRIBUTION
This Prospectus relates to the issuance by the Company of shares of
Common Stock upon the exercise of Options and conversion of the Debentures
that may be or have been transferred by the grantee or purchaser thereof, as
applicable. This Prospectus also relates to the subsequent offer and resale
from time to time of the Shares by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest of the Selling
Stockholders. Transferees of Options and Debentures who exercise such Options
or convert such Debentures and who are not affiliates of the Company may
resell the shares of Common Stock issuable upon such exercise or conversion
without restriction.
A Selling Stockholder may dispose of Shares from time to time in one or
more transactions through any one or more of the following: (i) to purchasers
directly, (ii) in ordinary brokerage transactions and transactions in which
the broker solicits purchasers, (iii) through underwriters or dealers who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or such successors in interest
and/or from the purchasers of the Shares for whom they may act as agent, (iv)
the writing of options on the Shares, (v) the pledge of the Shares as security
for any loan or obligation, including pledges to brokers or dealers who may,
from time to time, themselves effect distributions of the Shares or interests
therein, (vi) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, (vii) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction and (viii) an exchange distribution in
accordance with the rules of such exchange, including the NYSE, or in
transactions in the over the counter market. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Stockholders or such successors in interest, and any underwriters, brokers,
dealers or agents that participate in the distribution of the Shares, may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may
be deemed to be underwriting commissions or discounts under the Securities
Act.
The Company will pay all of the expenses incident to the offering and
sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.
In the event of a material change in the plan of distribution disclosed
in this Prospectus, the Selling Stockholders will not be able to effect
transactions in the Shares pursuant to this Prospectus until such time as a
post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.
At the time a particular offer of the Common Stock is made, to the extent
required, a Prospectus Supplement will be distributed which will set forth the
number of Shares being offered and the terms of the offering, including the
name or names of any underwriters, dealers or agents, any discounts,
commissions and other items constituting compensation from the Selling
Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby have been passed upon for the Company by its general counsel,
Robert B. Holland, III.
EXPERTS
The restated consolidated financial statements of Triton Energy
Corporation as of and for the seven months ended December 31, 1994 and the
fiscal years ended May 31, 1994 and 1993, incorporated herein by reference to
the Company's Current Report on Form 8-K dated August 24, 1995 appearing on
pages F-1 through F-54, 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 aviation sales and services
operations and wholesale fuel products operations as described in Notes 1 and
4 of the financial statements) of Price Waterhouse LLP ("Price Waterhouse"),
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of
Triton Energy Corporation and its subsidiaries (i) for the three month periods
ended March 31, 1995 and 1994, which include financial statements that have
not been restated to reflect the aviation sales and services segment as
discontinued operations and (ii) for the three and six month periods ended
June 30, 1995 and 1995, incorporated by reference in this Prospectus, Price
Waterhouse reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate reports dated May 2, 1995 and August 1, 1995 included in the
Company's quarterly reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995, respectively, and incorporated by reference herein, state
that they did not audit and they did not express an opinion on the referenced
unaudited consolidated condensed financial information. Price Waterhouse did
not carry out any significant or additional tests beyond those which would
have been necessary if their reports had not been included. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of their review procedures applied. Price
Waterhouse is not subject to the liability provisions of section 11 of the
Securities Act for their reports on the unaudited consolidated condensed
financial information because such reports are not a "report" or a "part" of
the registration statement prepared or certified by Price Waterhouse within
the meaning of sections 7 and 11 of the Securities 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 aviation sales and services operations
and wholesale fuel products operations), incorporated herein by reference to
the Company's Current Report on Form 8-K dated August 24, 1995, 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 period
from June 1, 1994 to 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.
TABLE OF CONTENTS
Page
Available Information . . . . .
Incorporation of Certain
Documents by Reference . . . .
Risk Factors . . . . . . . . .
Use of Proceeds . . . . . . . .
Selling Stockholders. . . . . .
Description of the Plans. . . .
Plan of Distribution. . . . . .
Legal Matters. . . . . . . . .
Experts . . . . . . . . . . . .
TRITON ENERGY CORPORATION
PROSPECTUS
November __, 1995
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities other than registered securities to which it relates, or
an offer to or a solicitation of any person in any jurisdiction where such
offer or solicitation would be unlawful. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to its date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement, all
of which will be paid by the Registrant, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Filing Fee $59,477.41
Printing and Engraving
Expenses 100.00
Accounting Fees and
Expenses 3,500
Legal Fees and Expenses 2,500
Miscellaneous 100.00
Total $65,677.41
</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 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. In addition, the Certificate of Incorporation
and the Bylaws of the Company provide for indemnification of the officers and
directors of the Company to the full extent permitted by applicable law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
<TABLE>
<CAPTION>
<C> <S>
1 None
2 None
4.1 Certificate of Incorporation of Triton Energy Corporation, as amended. (1)
4.2 Bylaws of Triton Energy Corporation. (1)
4.3 Specimen Stock Certificate of Common Stock, $1.00 par value, of the Company. (1)
4.4 Rights Agreement dated as of May 22, 1995, between Triton and Chemical Bank
as Rights Agent. (2)
4.5 Form of Debt Securities. (3)
4.6 Proposed Form of Senior Indenture. (3)
4.7 Proposed Form of Senior Subordinated Indenture. (3)
4.8 Certificate of Designation Establishing and Designating a Series of Shares of the
Company, 5 % Convertible Preferred Stock, no par value. (1)
5.1 Opinion of Robert B Holland, III. (5)
15.1 Letter of Price Waterhouse, LLP. (4)
23.1 Consent of Price Waterhouse, LLP. (4)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas. (4)
23.3 Consent of KPMG, Brisbane, Australia. (4)
23.4 Consent of DeGolyer and MacNaughton. (5)
23.5 Consent of McDaniel & Associates Consultants, Ltd. (5)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to this
Registration Statement). (5)
24 Power of Attorney. (5)
25 None
27 None
28 None
</TABLE>
___________
(1) 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.
(2) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated June 2, 1995 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(4) Filed herewith.
(5) Previously filed.
Item 17. Undertakings.
(a) 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the 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
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas on November 7,
1995.
TRITON ENERGY CORPORATION
By: /s/Robert B. Holland, III
Title: Robert B. Holland, III
Senior Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Thomas G. Finck* President, Chief Executive Officer,
November 7, 1995
- -----------------------------------
Thomas G. Finck Director (Principal Executive
Officer)
/s/ Peter Rugg* Senior Vice President and Chief November 7, 1995
- -----------------------------------
Peter Rugg Financial Officer (Principal
Financial and Accounting Officer)
/s/ Herbert L. Brewer* November 7, 1995
- -----------------------------------
Herbert L. Brewer Director
/s/ Ernest E. Cook* Director November 7, 1995
- -----------------------------------
Ernest E. Cook
Sheldon R. Erikson Director
/s/ Ray H. Eubank* November 7, 1995
- -----------------------------------
Ray H. Eubank Director
/s/ Jesse E. Hendricks* November 7, 1995
- -----------------------------------
Jesse E. Hendricks Director
/s/ Fitzgerald S. Hudson November 7, 1995
- -----------------------------------
Fitzgerald S. Hudson Director
John R. Huff Director
/s/ John P. Lewis* November 7, 1995
- -----------------------------------
John P. Lewis Director
/s/ Michael E. McMahon* November 7, 1995
- -----------------------------------
Michael E. McMahon Director
/s/ Wellslake D. Morse, Jr.* November 7, 1995
- -----------------------------------
Wellslake D. Morse, Jr. Director
/s/ Edwin D. Williamson* November 7, 1995
- -----------------------------------
Edwin D. Williamson Director
/s/ J. Otis Winters* November 7, 1995
- -----------------------------------
J. Otis Winters Director
*By: /s/ Robert B. Holland, III
- -----------------------------------
Robert B. Holland, III Attorney-in-Fact
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
<TABLE>
<CAPTION>
<C> <S>
1 None
2 None
4.1 Certificate of Incorporation of Triton Energy Corporation, as amended.(1)
4.2 Bylaws of Triton Energy Corporation. (1)
4.3 Specimen Stock Certificate of Common Stock, $1.00 par value, of the
Company. (1)
4.4 Rights Agreement dated as of May 22, 1995, between Triton and Chemical
Bank, as Rights Agent. (2)
4.5 Form of Debt Securities. (3)
4.6 Proposed Form of Senior Indenture. (3)
4.7 Proposed Form of Senior Subordinated Indenture. (3)
4.8 Certificate of Designation Establishing and Designating a Series of Shares of the
Company, 5 % Convertible Preferred Stock, no par value. (1)
5.1 Opinion of Robert B Holland, III. (5)
15.1 Letter of Price Waterhouse, LLP. (4)
23.1 Consent of Price Waterhouse, LLP. (4)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas. (4)
23.3 Consent of KPMG, Brisbane, Australia. (4)
23.4 Consent of DeGolyer and MacNaughton. (5)
23.5 Consent of McDaniel & Associates Consultants, Ltd. (5)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as
Exhibit 5.1 to this Registration Statement). (5)
24 Power of Attorney. (5)
25 None
27 None
28 None
</TABLE>
___________________
(1) 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.
(2) Previously filed as an exhibit to the Company's Registration Statement
Form 8-A dated June 2, 1995 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(4) Filed herewith.
(5) Previously filed.
EXHIBIT 15.1
November 7, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Triton Energy Corporation has included our reports dated May
2, 1995 and August 1, 1995 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) in the Prospectus constituting part of its
Pre-Effective Amendment No. 2 to Registration Statement on Form S-3 (No.
33-59567) to be filed on or about November 7, 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 Pre-Effective Amendment No. 2 to Registration
Statement on Form S-3 (No. 33-59567) of our report dated February 14, 1995,
except for Notes 1 and 4, as they relate to the discontinued operations of the
aviation sales and services segment, which are dated as of August 24, 1995,
which report appears on page F-2 of Triton Energy Corporation's Current Report
on Form 8-K dated August 24, 1995. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
November 7, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Pre-Effective Amendment No. 2 to Registration
Statement on Form S-3 (No. 33-59567) of our report dated August 14, 1992
relating to the consolidated statements of operations, shareholders' equity
and cash flows of Triton Energy Corporation and subsidiaries for the year
ended May 31, 1992 and related schedule (before restatement for discontinued
aviation sales and services operations and wholesale fuel products operations)
which report appears in the Current Report on Form 8-K dated August 24, 1995
of Triton Energy Corporation. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 7, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Pre-Effective Amendment No. 2 to Registration
Statement on Form S-3 (No. 33-59567) of our report dated August 14, 1992
relating to the consolidated statements of earnings, shareholders' equity and
cash flows of Crusader Limited and subsidiaries for the year ended May 31,
1992 which report appears in the Transition Report on Form 10-K of Triton
Energy Corporation. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
KPMG
Brisbane, Australia
November 7, 1995
