As filed with the Securities and Exchange Commission on May 24, 1995.
Registration No. 33-51691
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
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
(Address of principal executive offices) (Zip Code)
</TABLE>
TRITON ENERGY CORPORATION AMENDED AND RESTATED 1992 STOCK OPTION PLAN
TRITON ENERGY CORPORATION AMENDED AND RESTATED 1986 CONVERTIBLE DEBENTURE PLAN
TRITON ENERGY CORPORATION 401(K) SAVINGS PLAN
(Full title of the plans)
Robert B. Holland, III
Senior Vice President,
General Counsel and Secretary
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
___________________________
COPIES TO:
James S. Ryan, III
Jackson & Walker, L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Triton Energy Corporation 401(k) Savings
Plan.
Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement Nos. 33-29498 and 33-46968.
<PAGE>
PROSPECTUS
TRITON ENERGY CORPORATION
___________ SHARES
of
Common Stock*
This Prospectus has been prepared by Triton Energy Corporation, a
Delaware corporation (the "Company"), for use upon resale by certain directors
and executive officers of the Company (the "Selling Stockholders") of up to
_____________ shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Company. The Selling Stockholders have acquired and/or may in
the future acquire shares of Common Stock from the Company pursuant to the
exercise of outstanding options and rights (collectively "Options") heretofore
granted to the Selling Stockholders pursuant to the provisions of the Triton
Energy Corporation Amended and Restated 1992 Stock Option Plan and the Triton
Energy Corporation Amended and Restated 1986 Convertible Debenture Plan
(collectively referred to herein as the "Plans").
It is anticipated that the Selling Stockholders directly, through agents
designated from time to time, or through brokers, dealers or underwriters also
to be designated, may sell the Common Stock from time to time on terms to be
determined at the time of sale. To the extent required, the specific Common
Stock to be sold, purchase price, public offering price, names of any such
agent, broker, dealer or underwriter, and any applicable commission or
discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The Common
Stock of the Company is traded on the New York Stock Exchange (the "NYSE")
under the symbol "OIL," and may be sold from time to time by the Selling
Stockholders either directly in private transactions, or through one or more
brokers or dealers on the NYSE, at such prices and upon such terms as may be
obtainable.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholders 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 purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company
will not receive any of the proceeds from the sales by the Selling
Stockholders.
* This figure is an estimate. The Company has filed a Registration
Statement on Form S-8, Registration No. 33-51691 (of which this Prospectus
is a part), which covers the sale by the Company of up to 3,300,000 shares of
Common Stock, including shares issuable upon the exercise of Options granted
under the Plans. This Prospectus covers the resale by the Selling
Stockholders of an indeterminate number of shares of Common Stock acquired or
that may be acquired by the Selling Stockholders under the Plans upon the
exercise of Options that have been or may be granted to the Selling
Stockholders pursuant to the Plans.
_________________
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 THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 24, 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"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, Room 1024,
N.W., Washington, D.C. 20549, and the regional offices of the Commission at
the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621-2511, and 75 Park Place, Room 1228, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates. The Common Stock
of the Company is listed on the NYSE. Reports, proxy statements and other
information concerning the Company can also be inspected at the office of the
NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission, a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Common Stock to be
issued pursuant to the Plans. As permitted by the rules and regulations of
the Commission, this Prospectus does not contain all of the information set
forth or incorporated by reference in the Registration Statement. Copies of
the Registration Statement are available from the Commission upon payment of
certain fees prescribed by the Commission. Copies of the Registration
Statement are available from the Public Reference Section of the Commission at
prescribed rates.
The Company's principal executive offices are located at 6688 North
Central Expressway, Suite 1400, Dallas, Texas 75206, and the Company's
telephone number is (214) 691-5200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:
(i) Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-B dated May 22, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein 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 this Prospectus.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for copies should be directed to
the Company's principal office: Triton Energy Corporation, 6688 N. Central
Expressway, Suite 1400, Dallas, Texas 75206, Attention: Robert B. Holland,
III, Senior Vice President, General Counsel and Secretary (telephone: (214)
691-5200).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
SELLING STOCKHOLDERS
The Board of Directors of the Company, or a Committee appointed by the
Board, subject to the provisions of the Plan, will determine from time to time
(i) the individuals, from among the Company's full time employees and key
advisors, including directors, to whom Options will be granted, (ii) the
number of shares to be covered by each Option and (iii) the purchase price of
Common Stock subject to each Option, which may be equal to, less than or
greater than the fair market value of the Common Stock on the date of grant.
Certain information required pursuant to the Securities Act relating to the
Selling Stockholders will be provided by a Prospectus Supplement.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time to
purchasers directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer the Common Stock through
underwriters, dealers and agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Common Stock for whom they may act
as agent. The Selling Stockholders and any underwriters, dealers or agents
that participate in the distribution of the Common Stock might be deemed
underwriters under the Securities Act, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. The Company, however,
understands that the Selling Stockholders do not admit that they are
underwriters within the meaning of the Securities Act.
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 of Common Stock 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
re-allowed or paid to dealers.
The Common Stock may be disposed of from time to time in one or more
transactions, by sales of the Common Stock or the rights thereto, by the
writing of options on the Common Stock, or the granting of pledges thereon,
all at fixed offering prices, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices. The Selling
Stockholders may effect these transactions by selling the Common Stock to or
through broker-dealers or by pledges of the Common Stock to broker-dealers who
may, from time to time, themselves effect distributions of the Common Stock or
interests therein. The Company will pay all of the expenses incident to the
offering and sale of the Common Stock 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.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas,
Texas. Robert B. Holland, III, Senior Vice President and General Counsel of
the Company, is a partner in Jackson & Walker, L.L.P.
EXPERTS
The consolidated financial statements of Triton Energy Corporation for
the seven months ended December 31, 1994, 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
(which included an audit of the adjustments that were applied to restate the
1992 financial statements for discontinued wholesale fuel products operations
as described in Notes 1 and 4 of the financial statements) of Price Waterhouse
LLP ("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 for the three month period ended March 31, 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 report dated May
22, 1995 incorporated by reference herein, states that they did not audit and
they do not express an opinion on that unaudited consolidated financial
information. Price Waterhouse has not carried out any significant or
additional tests beyond those which would have been necessary if their report
had not been included. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. Price Waterhouse is not subject to the liability
provisions of section 11 of the Securities Act for their report on the
unaudited consolidated financial information because that report is 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 statement of operations, shareholders' equity and cash
flows of Triton Energy Corporation for the year ended May 31, 1992 (before
restatement for discontinued wholesale fuel products operations), incorporated
herein by reference to the Company's Transition Report on Form 10-K for the
period from June 1, 1994 to December 31, 1994, have been so incorporated in
reliance upon the report of KPMG Peat Marwick LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The consolidated statement 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 the
Company 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 the
Company 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.
INDEMNIFICATION
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.
No dealer, salesman or other
person has been authorized to
give any information or to make
any representation not contained
in this Prospectus in connection
with the offering made hereby.
If given or made, such information
or representation must not be
relied upon as having been authorized
by the Company. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any circumstances
create any implication that the information
contained herein is correct as of any
time subsequent to the date hereof.
This Prospectus does not constitute an
offer to sell or a solicitation of an offer
to buy any securities in any jurisdiction
to any person to whom it would be unlawful
to make such an offer or solicitation in
such jurisdiction.
3,000,000 SHARES
TRITON ENERGY CORPORATION
TABLE OF CONTENTS COMMON STOCK
PAGE
Available Information . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . .2
Use of Proceeds. . . . . . . . . . . . . . .3
Selling Stockholders . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . 5
Indemnification . . . . . . . . . . . . . . 6
PROSPECTUS
May 24, 1995
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Triton Energy Corporation (the
"Company"), are incorporated herein by reference and made a part hereof:
(i) Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-B dated May 22, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the Common
Stock offered hereunder has been sold or which deregisters all of such Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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 this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the Common Stock
to be offered hereby have been passed upon by Jackson & Walker, L.L.P.,
Dallas, Texas. Robert B. Holland, III, Senior Vice President and General
Counsel of the Company is a partner in Jackson & Walker, L.L.P.
ITEM 6. 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
<PAGE>
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
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<C> <S>
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 June 26, 1990, between Triton and NationsBank of
Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent. (3)
4.5 Statement of Cancellation of Redeemable shares, dated October 1, 1991. (2)
4.6 Form of Debt Securities. (4)
4.7 Proposed Form of Senior Indenture. (4)
4.8 Proposed Form of Senior Subordinated Indenture. (4)
4.9 Senior Subordinated Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (5)
4.10 First Supplemental Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (5)
4.11 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.(6)
15.1 Letter of Price Waterhouse, LLP.(6)
23.1 Consent of Price Waterhouse, LLP.(6)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas.(6)
23.3 Consent of KPMG, Brisbane, Australia.(6)
23.4 Consent of DeGolyer and MacNaughton.(6)
23.5 Consent of McDaniel & Associates Consultants, Ltd.(6)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to this
Registration Statement).(6)
24 Power of Attorney.(6)
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 S-3 (No. 33-42430) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(6) Filed herewith.
<PAGE>
ITEM 9. 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;
(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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Robert B. Holland, III and Peter Rugg, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who
is then an officer or director of the Registrant and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in respect
thereof, in connection with the registration of the securities which are the
subject of this Registration Statement, which amendments may make such changes
in the Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 May 22,
1995.
TRITON ENERGY CORPORATION
By: /s/ Robert B. Holland, III
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>
Signatures Title Date
President, Chief
/s/ Thomas G. Finck* Executive Officer
Thomas G. Finck and Director May 22, 1995
(Principal Executive Officer)
Senior Vice President and
/s/ Peter Rugg* Chief
Peter Rugg Financial Officer May 22, 1995
(Principal Financial and Accounting
Officer)
/s/ Herbert L. Brewer* Director May 22, 1995
Herbert L. Brewer
/s/ Ernest E. Cook* Director May 22, 1995
Ernest E. Cook
/s/ Sheldon R. Erickson* Director May 22, 1995
Sheldon R. Erickson
/s/ Ray H. Eubank * Director May 22, 1995
Ray H. Eubank
/s/ Jesse E. Hendricks* Director May 22, 1995
Jesse E. Hendricks
/s/ Fitzgerald S. Hudson* Director May 22, 1995
Fitzgerald S. Hudson
/s/ John R. Huff* Director May 22, 1995
John R. Huff
/s/ William I Lee* Director May 22, 1995
William I. Lee
/s/ John P. Lewis* Director May 22, 1995
John P. Lewis
/s/ Michael E. McMahon* Director May 22, 1995
Michael E. McMahon
/s/ Wellslake D. Morse, Jr.* Director May 22, 1995
Wellslake D. Morse, Jr.
/s/ Edwin D. Williamson* Director May 22, 1995
Edwin D. Williamson
/s/ J. Otis Winters* Director May 22, 1995
J. Otis Winters
</TABLE>
*By: /s/ Robert B. Holland, III
Robert B. Holland, III,
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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<C> <S>
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 June 26, 1990, between Triton and NationsBank of
Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent. (3)
4.5 Statement of Cancellation of Redeemable shares, dated October 1, 1991. (2)
4.6 Form of Debt Securities. (4)
4.7 Proposed Form of Senior Indenture. (4)
4.8 Proposed Form of Senior Subordinated Indenture. (4)
4.9 Senior Subordinated Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (5)
4.10 First Supplemental Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (5)
4.11 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.(6)
15.1 Letter of Price Waterhouse, LLP.(6)
23.1 Consent of Price Waterhouse, LLP.(6)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas.(6)
23.3 Consent of KPMG, Brisbane, Australia.(6)
23.4 Consent of DeGolyer and MacNaughton.(6)
23.5 Consent of McDaniel & Associates Consultants, Ltd.(6)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to this
Registration Statement).(6)
24 Power of Attorney.(6)
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 S-3 (No. 33-42430) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(6) Filed herewith.
Exhibit 5.1
May 22, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Dear Sirs:
This opinion is delivered in connection with Amendment No. 1 to the
Registration Statement (the "Registration Statement") on Form S-8 (No.
33-51691) to be filed with the Securities and Exchange Commission by Triton
Energy Corporation, a Delaware corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), relating to 3,300,000 shares
of the Company's common stock, par value $1.00 per share (the "Shares"),
issuable pursuant to the Company's Amended and Restated 1992 Stock Option
Plan, Amended and Restated 1986 Convertible Debenture Plan and 401(k) Savings
Plan.
I am familiar with the Certificate of Incorporation and Bylaws of the
Company, each as amended to date. In addition, I have examined such corporate
records, documents and other instruments and have made such other examinations
and inquiries as we have deemed necessary to enable us to express the opinions
set forth herein.
Based upon the foregoing and subject to the qualifications and
limitations stated herein, I am of the opinion that the Shares have been duly
authorized, validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Texas and I express no opinion
herein other than with respect to the laws of the State of Texas and the
federal law of the United States.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
Robert B. Holland, III
Exhibit 15.1
May 22, 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 report dated May
2, 1995 (issued pursuant to the provisions of Statement on Auditing Standards
No. 71) in the Prospectus constituting part of its Registration Statement on
Form S-8 (No. 33-51691) to be filed on or about May 22, 1995. We are also
aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP
Dallas, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 (No. 33-51691) of
our report dated February 14, 1995 appearing on page F-2 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
May 22, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 (No. 33-51691) of
our report dated August 14, 1992 appearing on page F-3 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
KPMG PEAT MARWICK LLP
Dallas, Texas
May 22, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 (No. 33-51691) of
our report dated August 14, 1992 appearing on page F-50 of Triton Energy
Corporation's Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
KPMG
Brisbane, Australia
May 22, 1995
Exhibit 23.4
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
May 19, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Gentlemen:
We hereby consent to (i) the incorporation by reference from Triton
Energy Corporation's (the Company's) Transition Report on Form 10-K for the
period from June 1, 1994 to December 31, 1994, and inclusion in the Company's
Registration Statement on Form S-8 relating to an offering of the Company's
securities, of certain data from our report dated January 30, 1995, entitled
"Appraisal Report as of December 31, 1994 on Certain Properties in Colombia
owned by Triton Colombia Incorporated" under the caption "Properties -
Reserves" in Item 2 of said Form 10K and (ii) the specific references to our
firm in "Experts" in Form 10-K and Form S-8.
Very truly yours,
DeGOLYER and MacNAUGHTON
Exhibit 23.5
MCDANIEL & ASSOCIATES
CONSULTANTS LTD.
Oil and Gas Reservoir engineering
May 19, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Reference: Consent of Independent Petroleum Engineers
Dear Gentlemen:
We hereby consent to the incorporation by reference from Triton Energy
Corporation's (the "Company") Transition Report on Form 10-K for the period
from June 1, 1994 to December 31, 1994, and inclusion in the Company's
Registration Statement on Form S-8 (the "Form S-8") relating to an offering of
the Company's common stock, of the estimates of the net proved reserves and
future net cash inflows of the Company prepared by our firm in our evaluation
of Ausquacan Energy Ltd. as of December 31, 1994. We also hereby consent to
the specific references to our firm in "Experts."
Very truly yours,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
B.H. Emslie, Vice President
Calgary, Alberta, Canada
Dated: May 19, 1995
EXHIBIT 24
page
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Peter Rugg and Robert B. Holland, III, or any of them, to execute in the name
of each such person who is then an officer or director of the Registrant and
to file any amendments to the Registration Statements on Form S-8 (Nos.
2-80978, 33-4042, 33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3
(Nos. 33-11920, 33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319,
33-45847, 33-69230, 33-55347 and 33-46292) necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities
which are the subject of such Registration Statements, which amendments may
make such changes in such Registration Statements as such attorney may deem
appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
President, Chief Executive Officer, May 22, 1995
/s/ Thomas G. Finck Director
Thomas G. Finck Principal Executive Officer
Senior Vice President and Chief May 22, 1995
/s/ Peter Rugg Financial Officer (Principal
Peter Rugg Financial and Accounting Officer)
/s/ Herbert L. Brewer Director May 22, 1995
Herbert L. Brewer
/s/ Ernest E. Cook Director May 22, 1995
Ernest E. Cook
/s/ Sheldon R. Erickson Director May 22, 1995
Sheldon R. Erickson
/s/ Ray H. Eubank Director May 22, 1995
Ray H. Eubank
/s/ Jesse E. Hendricks Director May 22, 1995
Jesse E. Hendricks
/s/ Fitzgerald S. Hudson Director May 22, 1995
Fitzgerald S. Hudson
/s/ John R. Huff Director May 22, 1995
John R. Huff
/s/ William I Lee Director May 22, 1995
William I. Lee
/s/ John P. Lewis Director May 22, 1995
John P. Lewis
/s/ Michael E. McMahon Director May 22, 1995
Michael E. McMahon
/s/ Wellslake D. Morse, Jr. Director May 22, 1995
Wellslake D. Morse, Jr.
/s/ Edwin D. Williamson Director May 22, 1995
Edwin D. Williamson
/s/ J. Otis Winters Director May 22, 1995
J. Otis Winters
</TABLE>
