SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B/A
(Amendment No. 1)
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUES
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1151855
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6688 North Central Expressway
Suite 1400
Dallas, TX 75206
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock ($1.00 par value) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Items 3 and 4 of the Registration Statement on Form 8-B, filed by Triton
Energy Corporation (the "Company") with the Securities and Exchange
Commission on May 22, 1995, are hereby amended to read in their entirety as
follows:
Item 3. Securities to be Registered.
Upon consummation of the Reincorporation (1) the number of shares of
Common Stock of Triton Delaware and Rights authorized were 200,000,000, (2)
the number of shares of Common Stock of Triton Delaware and Rights that were
issued were 35,620,450 and (3) the number of shares of Common Stock of Triton
Delaware held by Triton Delaware in its treasury were 37,099.
On May 22, 1995, the Board of Directors of the Company declared a
dividend of one preferred stock purchase right for each outstanding share of
Common Stock. The rights will be issued in place of the existing Rights,
which will be redeemed. The dividend is payable on June 2, 1995 to the
stockholders of record on that date. Each right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series A
Junior Participating Preferred Stock, no par value per share, of the Company
at a price of $120 per one one-thousandth of a share of such preferred stock,
subject to adjustment.
The principal differences between the existing Rights and the new rights
are: (1) an increase in the exercise price from $40 to $120 per share; (2)
the ability of the Company to amend the rights (except the redemption price)
in any manner prior to the public announcement that a 15% position has been
acquired or a tender offer has been commenced; and (3) the elimination of a
provision in the old rights plan permitting redemption of the Rights during
the 10 days after a public announcement that a 15% position has been acquired
or a tender offer has been commenced.
Item 4. Description of Registrant's Securities to be Registered.
Common Stock
General
The Company's Certificate of Incorporation authorizes the Company to
issue up to 200,000,000 shares of Common Stock, par value $1.00 per share, of
which 35,583,351 shares were outstanding (excluding 37,099 treasury shares) at
May 12, 1995.
Any authorized but unissued shares of Common Stock (along with any
authorized but unissued shares of preferred stock) could be used to make more
difficult a change in control of the Company. Under certain circumstances,
such shares could be used to dilute voting stock ownership (including voting
power) or otherwise to inhibit persons seeking to effect a takeover or
otherwise to gain control of the Company. See "Preferred Stock Purchase
Rights" below.
The Transfer Agent and Registrar for the Common Stock is Chemical Mellon
Shareholder Services.
Voting and Other Rights
Each stockholder is entitled to one vote for each share of Common Stock
held by such holder. Because stockholders are not entitled to cumulate their
votes, stockholders holding a majority of the outstanding shares of Common
Stock and any shares of voting preferred stock that may be issued are able to
elect all members of the Board of Directors. The Company's Certificate of
Incorporation provides that the directors are to be elected in three classes
of as nearly equal a number as possible and for a term of three years.
Holders of Common Stock have no preemptive rights, and shares of Common Stock
have no redemption, sinking fund or conversion privileges.
In the event of any liquidation, dissolution or winding up of the
Company's affairs, subject to the rights of holders of any preferred stock
issued, the holders of Common Stock are entitled to receive pro rata any
assets of the Company after the satisfaction of corporate liabilities.
The Bylaws provide for the call of a special meeting of stockholders only
by the President or the Board of Directors. In addition, the Certificate of
Incorporation provides that stockholders cannot, by less than unanimous
written consent, take action without a meeting of stockholders.
Dividend Rights
Subject to the rights of holders of any preferred stock, all shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors. The
payment of cash dividends is also restricted by covenants in loan documents
and indentures to which the Company is a party.
Preferred Stock Purchase Rights.
In June, 1990, the Board of Directors of Triton Texas issued one right
("Right") for each outstanding share of the Common Stock of Triton Texas to
shareholders of record at the close of business on June 26, 1990. As a result
of the Reincorporation, each Right entitles the registered holder to purchase
from Triton Delaware a unit consisting of one one-thousandth of a share (a
"Unit") of Series A Preferred Stock, no par value (the "Preferred Stock"), at
a Purchase Price of $40 per Unit, subject to adjustment. The Purchase Price
shall be paid in cash. The description and terms of the Rights are set forth
in a Rights Agreement (as amended, the "Rights Agreement") with Chemical Bank,
as Rights Agent.
The Rights are attached to all Common Stock certificates representing
shares outstanding, and no separate Rights Certificates will be distributed.
The Rights will separate from the Common Stock and a distribution date (the
"Distribution Date") will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), or (ii) 10 days (unless delayed by the Board
of Directors) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of such
outstanding shares of Common Stock. Until the Distribution Date (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) Common
Stock certificates issued after June 26, 1990, but prior to the earlier of the
Distribution Date or the Expiration Date (defined below) will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 26, 2000 (the "Expiration Date"),
unless earlier redeemed by the Company as described below. Any shares of
Preferred Stock issued pursuant to the Rights Agreement will rank junior as to
dividends and liquidation to any other class of preferred stock of the
Company, unless otherwise expressly provided upon the authorization of such
class.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date but prior to the Expiration Date or the redemption
of the Rights will be issued with Rights if the shares are issued pursuant to
the exercise of stock options or under an employee benefit plan or upon the
exercise, conversion or exchange of securities. Except as otherwise
determined by the Board of Directors or as specified in the Rights Agreement,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
If (i) a person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock (except pursuant to a Flip-over Event
(defined below), an offer for all outstanding shares of Common Stock, or any
other transaction which, in any such instance, a majority of the Continuing
Directors (defined below) has determined, after receiving advice from one or
more investment banking firms, to be fair to and otherwise in the best
interests of the Company and its shareholders (an "Approved Transaction")),
(ii) an Acquiring Person (who became such in an Approved Transaction) acquires
additional shares of Common Stock or Voting Securities, or during such time as
there is an Acquiring Person, there shall be a reclassification of securities
or recapitalization of the Company (other than a Flip-over Event or Events)
which results in such Acquiring Person's proportionate ownership interest in
the Company being increased by more than 1%, (iii) the Company is the
surviving corporation in a merger with an Acquiring Person and the Company's
Common Stock is not changed or exchanged, or (iv) an Acquiring Person engages
in one or more "self-dealing" transactions as set forth in the Rights
Agreement (all referred to herein as "Flip-in Events"), then each holder of a
Right will, at any time following the Distribution Date, have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the Purchase Price of the Right. Notwithstanding the foregoing, following the
occurrence of the events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the events set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
Further, if there is a Flip-in Event, the Company, at its option, may
cause the exchange of one share of Common Stock for each outstanding Right.
If, on or after the Stock Acquisition Date (i) the Company is involved in
a merger or other business combination transaction in which the Common Stock
is changed or exchanged (other than in connection with an Approved
Transaction), or (ii) 50% or more of the Company's assets or earning power is
sold or transferred (both referred to herein as "Flip-over Events"), then each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the Purchase
Price of the Right.
The Purchase Price payable and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends and
dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
At any time until the earlier of 10 days after the Stock Acquisition Date
or the Expiration Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment in certain
circumstances) in cash, shares of Common Stock or other consideration approved
by the Board of Directors. Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. After the redemption period has
expired, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding
shares of Common Stock in a transaction or series of transactions not
involving the Company. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, with, where required, the concurrence of
the Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive $.01 redemption price.
The term "Continuing Director" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but shall not include an Acquiring Person or any affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity, to correct or supplement any
provisions which may be defective or inconsistent with any other provisions,
to make changes which do not adversely affect the interests of holders of
Rights (excluding the interest of any Acquiring Person) or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that
no amendment to adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable. In certain circumstances,
amendment of the Rights Agreement requires the concurrence of a majority of
the Continuing Directors.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors without conditioning the offer
on the Rights' being redeemed or on a substantial number of Rights being
acquired. Under certain circumstances, Triton Delaware's directors may
determine that a tender offer or merger is fair to all shareholders and
prevent the Rights from being exercised.
A copy of the Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is filed as an Exhibit and incorporated
herein by reference. The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreements.
On May 22, 1995, the Board of Directors of the Company declared a
dividend of one preferred stock purchase right for each outstanding share of
Common Stock. The rights will be issued in place of the existing Rights,
which will be redeemed. The dividend is payable on June 2, 1995 to the
stockholders of record on that date. Each right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series A
Junior Participating Preferred Stock, no par value per share, of the Company
at a price of $120 per one one-thousandth of a share of such preferred stock,
subject to adjustment.
The principal differences between the existing Rights and the new rights
are: (1) an increase in the exercise price from $40 to $120 per share; (2)
the ability of the Company to amend the rights (except the redemption price)
in any manner prior to the public announcement that a 15% position has been
acquired or a tender offer has been commenced; and (3) the elimination of a
provision in the old rights plan permitting redemption of the Rights during
the 10 days after a public announcement that a 15% position has been acquired
or a tender offer has been commenced.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: May 30, 1995 TRITON ENERGY CORPORATION
By: /s/Robert B. Holland, III
Robert B. Holland, III, Senior Vice President
