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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section240.14a-12
TRITON ENERGY CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: (i)
Class A ordinary shares, par value $.01 per share, of Triton Energy
Limited, Class B ordinary shares, par value $.01 per share, of Triton
Energy Limited and 1/10th of a share of preferred stock, par value $.01
per share, of Triton Energy Corporation, to be issued in connection with
the transaction and (ii) Common Stock, par value $1.00 per share of
Triton Energy Corporation ("Triton Delaware Common Stock"), to be
acquired by Triton Energy Limited in the transaction.
2) Aggregate number of securities to which transaction applies: 35,899,958
being the maximum number of shares of Triton Delaware Common Stock to be
acquired by Triton Energy Limited in the transaction.
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): The per unit
price of each share of Triton Delaware Common Stock is $53.438 (the
average high and low price of such stock on the New York Stock Exchange,
Inc. Composite Transaction Tape on December 19, 1995). The filing fee of
$383,684.39 is calculated in accordance with Rule 0-11(c)(1) under the
Exchange Act as one-fiftieth of one percent of the product of
$35,899,958 shares to be acquired in the transaction and $53.438.
4) Proposed maximum aggregate value of transaction: $1,918,421,956.00.
5) Total fee paid: $383,684.39.
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[TRITON ENERGY CORPORATION LETTERHEAD]
February 26, 1996
Dear Stockholder:
Under separate cover, you will be receiving, or may have received, a Proxy
Statement/Joint Prospectus relating to a Special Meeting of Stockholders to be
held on March 25, 1996. As described in the Proxy Statement/Joint Prospectus,
the purpose of the meeting is to consider the reorganization of the company
whereby Triton Energy Limited, a Cayman Islands company, would become the parent
company of Triton Energy Corporation.
Because of the complexity of the transaction, we thought the enclosed
question and answer document would assist your consideration and understanding.
We encourage you to read carefully the Proxy Statement/Joint Prospectus for the
details of the reorganization and related information.
It is important that your shares be represented regardless of whether you
plan to be present at the Special Meeting. Please complete, date and sign the
proxy card enclosed with the Proxy Statement/ Joint Prospectus and mail it
promptly in the return envelope provided. If you should have further questions,
please do not hesitate to call our proxy solicitation firm, Georgeson & Company
Inc., at (800) 223-2064, or our Investor Relations department.
Sincerely,
/s/ Thomas G. Finck
Thomas G. Finck
Chairman of the Board and Chief
Executive Officer
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QUESTIONS & ANSWERS
ABOUT TRITON'S REORGANIZATION
CORPORATE MOTIVATION/TAX ISSUES
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1) Q: WHY IS TRITON UNDERTAKING THE REORGANIZATION AT THIS TIME?
A: We believe that undertaking the reorganization now will enhance
shareholder value because it will increase the net present value
(after taxes) of the Company. The longer we wait to relocate offshore,
the less we believe the benefit will be.
2) Q: WHY REINCORPORATE TRITON IN THE CAYMAN ISLANDS?
A: The Cayman Islands is stable and nearby, and is a commonly used and
understood no-tax regime. The Cayman Islands also has a well-defined
legal system that is based on British common law. Several
Cayman-chartered companies are listed on the New York Stock Exchange,
evidence that Cayman Islands companies have been accepted by the
investment community.
3) Q: IF THIS REORGANIZATION IS SUCH A GREAT IDEA, WHY HAVEN'T MANY OTHER
U.S. COMPANIES DONE IT?
A: Triton, unlike most U.S. companies, conducts substantially all of its
business outside the U.S. and, therefore, derives its income from
foreign operations. By moving offshore now, when Triton is embarking
on what we believe is a period of substantial growth, the Company can
capture the benefits of an offshore reorganization.
OPERATIONS
4) Q: WILL THERE BE ANY SIGNIFICANT CHANGES IN THE WAY TRITON IS RUN AFTER
THE REORGANIZATION?
A: No. Triton's strategy will continue to be to increase shareholder
value through the discovery of significant oil and gas reserves. There
will be no change in the management or operations of the Company as a
result of the move offshore.
5) Q: WILL OWNERSHIP OF THE CUSIANA AND CUPIAGUA FIELDS BE MOVED TO TRITON
CAYMAN?
A: No. These fields are Triton's largest and most-developed properties.
Triton's net operating loss carry forwards and U.S. foreign tax
credits are expected to eliminate, in large part, U.S. corporate
income taxes on the Company's Cusiana and Cupiagua operations.
Moreover, a subsequent sale of the ownership in Cusiana and Cupiagua
fields may be structured so as to not be subject to U.S. capital-gains
taxes.
SHAREHOLDER/TRADING/INDIVIDUALS' TAXES
6) Q: WHY DID TRITON CREATE AN EQUITY UNIT IN ADDITION TO CLASS A SHARES?
A: The Equity Unit has been provided as an alternative for shareholders
who want to retain a preferred, equity interest in Triton. It has been
structured with the intention of enabling those holders to defer taxes
until such time as the Equity Units are sold by the shareholder or
purchased by Triton Delaware or Triton Cayman. Triton's special tax
counsel are of the opinion that it is more likely than not that the
receipt of the Preferred Stock component of the Equity Units will not
be a taxable transaction, although there can be no assurance that the
IRS or the courts will agree.
7) Q: IS THE INCOME FROM EXCHANGING MY SHARES FOR EITHER CLASS A SHARES OR
THE EQUITY UNITS TREATED AS A CAPITAL GAIN OR AS ORDINARY INCOME?
A: For most individual holders, the income will be treated as capital
gain with the tax rate depending on their holding period. For
currently non-taxable holders (such as IRAs, pension funds and 401(k)
plans), the reorganization will generally not trigger recognition of
taxable gain.
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8) Q: WILL THERE BE A CHANGE IN THE COST BASIS OF MY SECURITIES AFTER THE
REORGANIZATION?
A: Generally, for shareholders who are taxed on the reorganization, the
basis of the Class A Shares and Class B Shares (included in the Equity
Units) with respect to which gain is recognized will be the fair
market value of these securities at the effective time of the
reorganization. There will be no change in basis for holders who
realize a loss.
9) Q: WILL THE HOLDING PERIOD OF MY SHARES OF COMMON STOCK BE COUNTED TOWARD
THE HOLDING PERIOD (FOR DETERMINING SHORT-TERM OR LONG-TERM CAPITAL
GAIN TREATMENT ON ANY FUTURE SALE) FOR THE SECURITIES RECEIVED IN THE
REORGANIZATION?
A: Except for holders who realize a loss on the exchange, a new holding
period for the Class A Shares and the Class B Shares included in the
Equity Units will commence on the day after the reorganization. The
holding period for the Preferred Stock included in the Equity Units
should include the holding period of the Common Stock treated as
exchanged for the Preferred Stock in the reorganization. In the case
of holders realizing a loss, the holding period of their Class A
Shares or Class B Shares, as the case may be, should include the
holding period of the Common Stock exchanged therefor.
10) Q: IF I CHOOSE THE EQUITY UNITS, HOW MUCH WILL I BE LIKELY TO OWE IN
TAXES?
A: This will depend, in part, on the relative values of the component
parts of the Equity Units (i.e., the value of the one-tenth share of
Preferred Stock and the Class B Share) at the effective time of the
reorganization, which will be determined by Triton, based on the
advice of our financial advisors. Triton will notify Equity Unit
holders of its determination after the effective time of the
reorganization. It is intended that most of an investor's gain will be
deferred by acceptance of the Equity Units. However, no assurance can
be given that the IRS will agree with Triton's valuations.
11) Q: IF I OPT TO RECEIVE CLASS A SHARES OR EQUITY UNITS, WHEN WILL I OWE
TAXES IF I INCUR A GAIN?
A: This will depend on the taxable year of the investor. For example, for
most individual Triton shareholders on a calendar year, taxes would be
due on this 1996 transaction in April 1997 (subject to the requirement
to make quarterly estimated tax payments for certain taxpayers).
12) Q: IF I AM PLANNING TO SELL MY TRITON SHARES DURING 1996, WHICH OPTION
SHOULD I CHOOSE?
A: Which option should be chosen is an individual decision that the
Company believes may vary from holder to holder. However, the
potential tax deferral available to shareholders choosing Equity Units
would not be a significant benefit to shareholders who plan to sell
their shares in 1996.
13) Q: WILL THE CLASS A SHARES BE LISTED AND, IF SO, WHERE AND UNDER WHAT
SYMBOL?
A: Class A shares will be listed on the New York Stock Exchange and will
be traded under the symbol "OIL," the same stock symbol that Triton
Energy Corporation is traded under today. Accordingly, Triton Cayman
will be subject to the rules of the Exchange and the Securities and
Exchange Commission.
14) Q: WILL THE EQUITY UNITS BE LISTED AND, IF SO, WHERE AND UNDER WHAT
SYMBOL?
A: Assuming the minimum election number is reached, the Equity Units will
be listed on the New York Stock Exchange and will be traded under the
symbol "OIL.B."
15) Q: WILL THERE BE ANY DIFFERENCES IN THE TRADING LIQUIDITY OF THE CLASS A
SHARES AND THE EQUITY UNITS?
A: There is currently no established trading market for the Class A
Shares or the Equity Units, and there can be no assurance that an
active market will develop. Because there will be significantly fewer
Equity Units than Class A Shares, Triton expects that the market for
Equity Units will be less liquid. There also can be no assurance about
the market prices, or relative market prices, of the Class A Shares or
Equity Units in the future.
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16) Q: WILL THERE BE ANY CHANGE IN THE WAY I OBTAIN STOCK QUOTES, EXECUTE
TRADES, ETC?
A: No. You will be able to perform these functions the same way you do
now.
17) Q: CAN I STILL VOTE IN MATTERS RELATED TO THE NEW PARENT, TRITON ENERGY
LIMITED?
A: Yes, both Class A and Equity Unit holders will be entitled to vote on
these matters.
18) Q: IF I OPT TO EXCHANGE MY TRITON SHARES FOR CLASS A SHARES, DO I TURN IN
MY STOCK CERTIFICATES?
A: Turn in your stock certificates only if you choose the Equity Units.
Please see instructions in the proxy statement for more detailed
information.
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