SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2001 AMERADA HESS CORPORATION (Exact name of Registrant as Specified in Charter) DELAWARE NO. 1-1204 NO. 13-4921002 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 997-8500 N/A (Former Name or Former Address, if Changed Since Last Report)
This Form 8-K/A amends Item 7 of Form 8-K dated August 29, 2001 (the "8-K") by including the financial statements referred to below. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. (i) The consolidated financial statements of Triton Energy Limited as of December 31, 2000 and 1999 and for each of the three years ended December 31, 2000, 1999, and 1998 are incorporated by reference herein from Triton Energy Limited's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (file number 1-11675). (ii) The unaudited consolidated financial statements of Triton Energy Limited as of June 30, 2001 and for the six months ended June 30, 2001 and 2000 are incorporated by reference herein from Triton Energy Limited's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. (b) Pro Forma Financial Information. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet, pro forma condensed consolidated statements of income and accompanying notes give effect to the acquisition by Amerada Hess Corporation (the Corporation) of Triton Energy Limited (Triton). The Corporation accounted for the acquisition using the purchase method of accounting for business combinations. The pro forma financial statements are based on the historical consolidated financial statements of the Corporation and Triton and should be read in conjunction with the historical financial statements, including footnotes. The Corporation and Triton have filed historical financial statements with the Securities and Exchange Commission on Forms 10-K and 10-Q. The unaudited pro forma condensed consolidated balance sheet at June 30, 2001 is presented as if the business combination occurred on June 30, 2001. The unaudited pro forma condensed statements of income for the year ended December 31, 2000 and the six months ended June 30, 2001 are presented as if the business combination had been completed on January 1, 2000. The unaudited pro forma financial statements are presented for illustrative purposes only. They are based on assumptions and do not purport to be indicative of the results of operations or the financial position that would have actually occurred if the acquisition had been consummated on the dates indicated or that may be expected in the future. The unaudited pro forma financial statements do not reflect any cost savings or anticipated changes in expenses reflecting efficiencies resulting from combining operations. 1
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2001 (in millions of dollars) A S S E T S AMERADA TRITON HESS ENERGY PRO FORMA PRO CORPORATION LIMITED ADJUSTMENTS FORMA CURRENT ASSETS $ (190)(a) Cash and cash equivalents $ 58 $ 63 121 (b) $ 52 Accounts receivable 2,827 120 (80)(c) 2,867 Inventories 479 18 -- 497 Other current assets 361 10 -- 371 ------- ------ ------- -------- Total current assets 3,725 211 (149) 3,787 ------- ------ ------- -------- INVESTMENTS AND ADVANCES HOVENSA L.L.C. 897 -- -- 897 Other 299 195 252 (d) 746 ------- ------ ------- -------- Total investments and advances 1,196 195 252 1,643 ------- ------ ------- -------- 80 (c) PROPERTY, PLANT AND EQUIPMENT, NET 5,226 754 1,761 (d) 7,821 ------- ------ ------- -------- NOTE RECEIVABLE 419 -- -- 419 ------- ------ ------- -------- DEFERRED INCOME TAXES AND OTHER ASSETS 298 107 (100)(d) 305 ------- ------ ------- -------- GOODWILL -- -- 965 (e) 965 ------- ------ ------- -------- TOTAL ASSETS $10,864 $1,267 $ 2,809 $ 14,940 ======= ====== ======= ======== LIABILITIES AND STOCKHOLDERS' EQUITY AMERADA TRITON HESS ENERGY PRO FORMA PRO CORPORATION LIMITED ADJUSTMENTS FORMA CURRENT LIABILITIES Accounts payable - trade $ 1,784 $ 3 $ -- $ 1,787 78 (h) 55 (f) Accrued liabilities 866 106 30 (a) 1,135 Taxes payable 477 32 -- 509 Notes payable 8 -- -- 8 Current maturities of long-term debt 274 -- -- 274 ------- ------ ------- -------- Total current liabilities 3,409 141 163 3,713 ------- ------ ------- -------- 2,623 (a) LONG-TERM DEBT 1,998 500 55 (d) 5,176 ------- ------ ------- -------- (8)(d) TOTAL DEFERRED LIABILITIES AND CREDITS 836 38 564 (g) 1,430 ------- ------ ------- -------- TOTAL STOCKHOLDERS' EQUITY 4,621 588 (588)(i) 4,621 ------- ------ ------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,864 $ 1,267 $ 2,809 $14,940 ======= ======= ======= ======= See accompanying notes to unaudited pro forma consolidated financial information. 2
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME For the Six Months Ended June 30, 2001 (in millions of dollars, except per share data) AMERADA TRITON HESS ENERGY PRO FORMA PRO CORPORATION LIMITED ADJUSTMENTS FORMA REVENUES Sales (excluding excise taxes) and other operating revenues $ 7,644 $ 267 $ -- $ 7,911 Non-operating income Equity in income of HOVENSA L.L.C. 66 -- -- 66 Other 84 2 -- 86 ------- ------- ------- ------- Total revenues 7,794 269 -- 8,063 ------- ------- ------- ------- COSTS AND EXPENSES Cost of products sold 5,168 -- -- 5,168 Production expenses 326 59 1 (j) 386 Marketing expenses 305 -- -- 305 Exploration expense, including dry holes and lease impairment 157 -- 18 (j) 175 Other operating expenses 110 -- -- 110 General and administrative expenses 123 12 -- 135 77 (k) (52)(l) Interest expense 81 14 5 (j) 125 Depreciation, depletion and amortization 410 59 49 (m) 518 ------- ------- ------- ------- Total costs and expenses 6,680 144 98 6,922 ------- ------- ------- ------- Pro forma income before income taxes 1,114 125 (98) 1,141 Provision for income taxes 420 49 (23)(n) 446 ------- ------- ------- ------- PRO FORMA INCOME $ 694 $ 76 $ (75) $ 695 ======= ======= ======= ======= PRO FORMA INCOME PER SHARE BASIC $ 7.86 $ 1.64 $ 7.88 ======= ======= ======= DILUTED $ 7.77 $ 1.28 $ 7.79 ======= ======= ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (IN THOUSANDS) BASIC 88,159 37,462 88,159 DILUTED 89,267 59,378 89,267 See accompanying notes to unaudited pro forma consolidated financial information. 3
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME For the Year Ended December 31, 2000 (in millions of dollars, except per share data) AMERADA TRITON HESS ENERGY PRO FORMA PRO CORPORATION LIMITED ADJUSTMENTS FORMA REVENUES Sales (excluding excise taxes) and other operating revenues $11,993 $ 328 $ -- $12,321 Non-operating income Equity in income of HOVENSA L.L.C. 121 -- -- 121 Other 163 15 -- 178 ------- ------- ------- ------- Total revenues 12,277 343 -- 12,620 ------- ------- ------- ------- COSTS AND EXPENSES Cost of products sold 7,883 -- -- 7,883 Production expenses 557 55 4 (j) 616 Marketing expenses 542 -- -- 542 Exploration expense, including dry holes and lease impairment 289 -- 49 (j) 338 Other operating expenses 234 -- -- 234 General and administrative expenses 224 24 (4)(j) 244 154 (k) (100)(l) Interest expense 162 17 11 (j) 244 Depreciation, depletion and amortization 714 55 55 (m) 824 Impairment of assets and operating leases -- 55 (54)(j) 1 ------- ------- ------- ------- Total costs and expenses 10,605 206 115 10,926 ------- ------- ------- ------- Pro forma income before income taxes 1,672 137 (115) 1,694 Provision for income taxes 649 61 (26)(n) 684 ------- ------- ------- ------- PRO FORMA INCOME $ 1,023 $ 76 $ (89) $ 1,010 ======= ======= ======= ======= PRO FORMA INCOME PER SHARE BASIC $ 11.48 $ 1.27 $ 11.34 ======= ======= ======= DILUTED $ 11.38 $ 1.20 $ 11.24 ======= ======= ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (IN THOUSANDS) BASIC 89,063 36,551 89,063 DILUTED 89,878 38,604 89,878 See accompanying notes to unaudited pro forma consolidated financial information. 4
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions) Note 1: Basis of Presentation. The unaudited pro forma condensed consolidated balance sheet is based on the unaudited consolidated balance sheets of Amerada Hess Corporation (the Corporation) and Triton Energy Limited (Triton) at June 30, 2001. The unaudited pro forma condensed consolidated statements of income are based on the unaudited statements of income for the six-months ended June 30, 2001 and the audited statements of income for the year ended December 31, 2000 of the Corporation and Triton. The Corporation's and Triton's consolidated financial statements are prepared in conformity with generally accepted accounting principles and require estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. The Corporation will account for the acquisition of Triton using the accounting standards established in Statement of Financial Accounting Standard Nos. 141, Business Combinations, and 142, Goodwill and Other Intangible Assets. FAS 141 requires use of the purchase method of accounting for business combinations. FAS 142 requires that goodwill not be amortized and that goodwill be reviewed for impairment at least annually. The unaudited pro forma financial statements are only illustrative. They are based on assumptions and do not purport to be indicative of the results of operations or the financial position that would have actually occurred if the combination had been consummated on the dates indicated or that may be expected in the future. Note 2: Accounting Policies and Financial Statement Classifications. The Corporation uses the successful efforts method of accounting for oil and gas exploration and production; Triton used the full cost method. The pro forma adjustments include entries that conform Triton's accounting to the successful efforts method. All other accounting policies of the combining companies are substantially comparable. Certain items in the consolidated financial statements of Triton have been reclassified to conform to the line-item presentation in the pro forma financial statements. 5
Note 3: Pro Forma Adjustments. The unaudited pro forma financial statements reflect the merger using the purchase method of accounting. Amerada Hess Corporation cash used at closing $ 190 Borrowings, mainly at fixed rates 2,623 Transaction costs accrued 30 ------ 2,843 ------ Allocation of purchase price Fair value of assets acquired 3,301 Less fair value of liabilities assumed 1,423 ------ 1,878 ------ Excess of purchase price over fair value of net assets acquired (goodwill) $ 965 ====== The following pro forma adjustments reflect estimates and assumptions made by the Corporation: Pro Forma Balance Sheet (a) To record Amerada Hess Corporation cash paid, debt incurred and transaction costs accrued to acquire Triton. (b) To record the exercise of outstanding Triton stock options at the closing date. (c) To reclassify and conform line item presentation. (d) To record assets acquired and liabilities assumed at fair market value, including property, plant and equipment, investment in an oil and gas corporate joint venture and debt. (e) To record goodwill (excess of purchase price over fair value of net assets acquired). (f) To accrue Triton transaction costs related to the acquisition. (g) To record additional deferred income taxes resulting from acquisition. (h) To record liability for purchase of remaining shares (approximately 2.7% of outstanding Triton stock). (i) To eliminate Triton's stockholder equity accounts. Pro Forma Income Statement (j) To record adjustments to convert Triton to the successful efforts method of accounting for oil and gas operations and to reclassify and conform line item presentation. (k) To record interest expense on debt used to finance the acquisition. The interest rate is approximately 6.2%. (l) To record capitalized interest on projects under development. (m) To record additional depreciation, depletion and amortization based on the units of production method. (n) To record income tax effects on the pro forma adjustments based on estimated tax rates. 6
Note 4: Pro Forma Earnings Per Share. The pro forma income per share is based on pro forma income and the weighted average number of outstanding common shares. Diluted income per share includes the effect of dilutive securities, including stock options. Note 5: Cost Savings and Integration Related Expenses. The unaudited pro forma financial statements do not reflect any anticipated cost savings or efficiencies resulting from combining operations. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1 Acquisition Agreement dated as of July 9, 2001 among Amerada Hess Corporation, Amerada Hess (Cayman) Limited and Triton Energy Limited. (1) 2.2 Principal Shareholders Agreement dated as of July 9, 2001 among Amerada Hess Corporation, Amerada Hess (Cayman) Limited, Triton Energy Limited, HM4 Triton, L.P. and the other shareholders of Triton Energy Limited listed on Annex A thereto. (2) 10.1 Third Amended and Restated Credit Agreement dated as of January 23, 2001 among Amerada Hess Corporation, the lenders party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent ("Facility A"). (3) 10.2 Third Amended and Restated Credit Agreement dated as of January 23, 2001 among Amerada Hess Corporation, the lenders party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent ("Facility B"). (4) 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. (5) 7
(1) Incorporated by reference to Exhibit (d) (1) of the Schedule TO, filed July 17, 2001. (2) Incorporated by reference to Exhibit (d) (2) of the Schedule TO, filed July 17, 2001. (3) Incorporated by reference to Exhibit 4 (4) to the Form 10-K filed by Amerada Hess Corporation on March 28, 2001, Commission File No. 333-50358. (4) Incorporated by reference to Exhibit 4 (5) to the Form 10-K filed by Amerada Hess Corporation on March 28, 2001, Commission File No. 333-50358. (5) Filed herewith. 8
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 hereunto duly authorized. Date: October 25, 2001 AMERADA HESS CORPORATION By: /s/John Y. Schreyer ---------------------------- Name: John Y. Schreyer Title: Executive Vice President and Chief Financial Officer 9
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Acquisition Agreement dated as of July 9, 2001 among Amerada Hess Corporation, Amerada Hess (Cayman) Limited and Triton Energy Limited. (1) 2.2 Principal Shareholders Agreement dated as of July 9, 2001 among Amerada Hess Corporation, Amerada Hess (Cayman) Limited, Triton Energy Limited, HM4 Triton, L.P. and the other shareholders of Triton Energy Limited listed on Annex A thereto. (2) 10.1 Third Amended and Restated Credit Agreement dated as of January 23, 2001 among Amerada Hess Corporation, the lenders party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent ("Facility A"). (3) 10.2 Third Amended and Restated Credit Agreement dated as of January 23, 2001 among Amerada Hess Corporation, the Lenders Party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent ("Facility B"). (4) 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. (5) (1) Incorporated by reference to Exhibit (d) (1) of the Schedule TO, filed July 17, 2001. (2) Incorporated by reference to Exhibit (d) (2) of the Schedule TO, filed July 17, 2001. (3) Incorporated by reference to Exhibit 4 (4) to the Form 10-K filed by Amerada Hess Corporation on March 28, 2001, Commission File No. 333-50358. (4) Incorporated by reference to Exhibit 4 (5) to the Form 10-K filed by Amerada Hess Corporation on March 28, 2001, Commission File No. 333-50358. (5) Filed herewith. 10
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-65542) and Form S-8 (Nos. 333-94851, 333-43569, 333-43571 and 33-65115) of Amerada Hess Corporation of our report dated January 30, 2001 relating to the financial statements of Triton Energy Limited, which is incorporated by reference in the Current Report on Form 8-K/A of Amerada Hess Corporation dated August 14, 2001. PricewaterhouseCoopers LLP Dallas, Texas October 23, 2001 11