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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 22, 1995
Triton Energy Corporation
(Exact name of registrant as specified in its charter)
Delaware 75-1151855
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6688 N. Central Expressway
Suite 1400
Dallas, Texas
75206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214-691-5200
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Item 5. Other Events
On May 22, 1995, the Board of Directors of Triton Energy Corporation (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $1.00 per
share, of the Company (the "Common Stock"). The dividend is payable on June
2, 1995 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, no
par value per share (the "Preferred Stock"), of the Company at a price of $120
per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement dated as of May 22, 1995, as the same may be amended
from time to time (the "Rights Agreement"), between the Company and Chemical
Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate together with a copy of the Summary of Rights, the form of which
is attached to the Rights Agreement.
The Rights Agreement provides that until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for shares of
Common Stock outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 22, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Stock) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when, as
and if declared, to a minimum preferential quarterly dividend payment of $1
per share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation, the
holders of the Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100 per share (plus any accrued but unpaid dividends)
but will be entitled to an aggregate payment of 1,000 times the payment made
per share of Common Stock. Each share of Preferred Stock will have 1,000
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right (the
"Flip-in Provision").
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise price of the
Right.
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At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one one-thousandth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After
the Rights are no longer redeemable, the Company may, except with respect to
the redemption price, amend the Rights in any manner that does not adversely
affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including without limitation the right
to vote or to receive dividends.
The Rights have been issued in place of the Company's previous preferred
share purchase rights issued in 1990, which have been redeemed. The principal
differences between the old rights and the new Rights are (1) an increase in
the exercise price from $40 to $120 per share; (2) the ability of the Company
to amend the Rights (except the redemption price) in any manner prior to the
time a person becomes an Acquiring Person; (3) the elimination of an
exception from the Flip-in Provision under which such Provision was not
triggered in the old rights plan by a tender or exchange offer for any and all
shares at a price determined by the Company's Board of Directors to be fair
after consultation with one or more investment banking firms; (4) the
elimination of a provision in the old rights plan permitting redemption of the
rights during the 10 days after a person or group becomes an Acquiring Person;
and (5) the elimination of a provision in the old rights plan requiring that
certain actions under the plan taken by the Company's Board of Directors must
be approved by a majority of (a) the directors who were elected prior to
adoption of the old rights plan in 1990 and (b) the directors recommended or
approved by the directors referred to in clause (a).
Item 7. Exhibits.
1. Rights Agreement, dated as of May 22, 1995, between the Company
and Chemical Bank which includes the Amended and Restated Certificate of
Designations for the Series A Junior Participating Preferred Stock as Exhibit
A, the form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day after public announcement that a person or
group has acquired beneficial ownership of 15% or more of the shares of
Common Stock or the tenth business day after a person commences, or announces
its intention to commence, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group of 15%
or more of the shares of Common Stock. (1)
2. Press Release dated May 23, 1995. (1)
__________
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on June 1, 1995 and
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
TRITON ENERGY CORPORATION
DATED: May 30, 1995 By: /s/ Robert B. Holland, III
Name: Robert B. Holland, III
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
1 Rights Agreement, dated as of May 22, 1995, between the
Company and Chemical Bank which includes the Amended and Restated Certificate
of Designations for the Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of 15% or more of the
shares of Common Stock or the tenth business day after a person commences, or
announces its intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the shares of Common Stock.(1)
2 Press Release dated May 23, 1995. (1)
__________
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on June 1, 1995 and
incorporated herein by reference.
