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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Triton Energy Limited
(Name of Issuer)
Ordinary Shares, Par Value
$0.01 Per Share
(Title of Class of Securities)
G90751101
(CUSIP Numbers)
J. Barclay Collins II, Esq. with copies to:
Executive Vice President and Timothy B. Goodell, Esq.
General Counsel Gregory Pryor, Esq.
Amerada Hess Corporation White & Case LLP
1185 Avenue of the Americas 1155 Avenue of the Americas
New York, NY 10036 New York, NY 10036
(212) 997-8500 (212) 819-8200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 9, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
CUSIP No. G90751101 (Ordinary Shares) Page 2 of 10 pages
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- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amerada Hess Corporation
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
BK; OO
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON None
WITH
------- ------------------------------------
8 SHARED VOTING POWER
21,968,313 (1)
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
None
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
21,968,313 (1)
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,968,313 (1)
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (2)
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
(1) Based on (i) 1,733,573 ordinary shares and (ii) 5,058,685 8% convertible
preference shares convertible into 4 ordinary shares each.
(2) Based on (i) 37,500,375 ordinary shares and (ii) 5,058,685 8% convertible
preference shares convertible into 4 ordinary shares each, all issued and
outstanding as of July 5, 2001.
CUSIP No. G90751101 (Ordinary Shares) Page 3 of 10 pages
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- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amerada Hess (Cayman) Limited
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON None
WITH
------- ------------------------------------
8 SHARED VOTING POWER
21,968,313 (1)(3)
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
None
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
21,968,313 (1)(3)
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,968,313 (1)(3)
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (2)(3)
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
(1) Based on (i) 1,733,573 ordinary shares and (ii) 5,058,685 8% convertible
preference shares convertible into 4 ordinary shares each.
(2) Based on (i) 37,500,375 ordinary shares and (ii) 5,058,685 8% convertible
preference shares convertible into 4 ordinary shares each, all issued and
outstanding as of July 5, 2001.
(3) Amerada Hess (Cayman) Limited may be deemed to be the beneficial owner of
the ordinary shares beneficially owned by Amerada Hess Corporation, its
parent corporation, reported herein. Such shares of Amerada Hess (Cayman)
Limited are included above.
CUSIP No. G90751101 (Ordinary Shares) Page 4 of 10 pages
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This statement on Schedule 13D (this "Schedule 13D") relates to the
Acquisition Agreement, dated as of July 9, 2001, as amended (the "Acquisition
Agreement") by and among Amerada Hess Corporation, a Delaware corporation
("Amerada Hess"), Amerada Hess (Cayman) Limited, a company limited by shares
organized under the laws of the Cayman Islands ("Purchaser") and Triton Energy
Limited, a company limited by shares organized under the laws of the Cayman
Islands (the "Company"). Pursuant to the Acquisition Agreement the Purchaser is
making an offer (the "Offer") to purchase all of the existing unconditionally
allotted or issued and fully paid ordinary shares, par value $0.01 per share, of
the Company, and any further ordinary shares which are unconditionally allotted
or issued and fully paid before the date and time on which the Offer expires,
including the associated Series A junior participating preferred share purchase
rights (the "Ordinary Shares").
This Schedule 13D also relates to the Principal Shareholders Agreement,
dated as of July 9, 2001, among the Purchaser, Amerada Hess, the Company, HM4
Triton, L.P. and certain other shareholders of the Company (the "Principal
Shareholders") who beneficially own, in the aggregate, 1,733,573 Ordinary Shares
and 5,058,685 8% convertible preference shares, par value $0.01 per share, of
the Company (the "Preferred Shares"). Each Preferred Share is convertible into
four Ordinary Shares. The Ordinary Shares and the Preferred Shares beneficially
owned by the Principal Shareholders represent approximately 38.1% of the
allotted and issued Ordinary Shares assuming conversion of such Preferred Shares
(34.2% on a fully diluted basis). The Principal Shareholders have agreed to
tender pursuant to the Offer their Ordinary Shares and to conditionally convert
their Preferred Shares and conditionally tender pursuant to the Offer the
Ordinary Shares into which the Preferred Shares are convertible. The Acquisition
Agreement requires the Purchaser to accept for payment and pay for all Ordinary
Shares owned by the Principal Shareholders and all Ordinary Shares issuable upon
conversion of the Preferred Shares owned by the Principal Shareholders if the
Purchaser accepts for payment any Ordinary Shares pursuant to the Offer. If the
Ordinary Shares beneficially owned by the Principal Shareholders (including
Ordinary Shares issuable upon the conditional conversion and tender of the
Preferred Shares) are not purchased pursuant to the Offer (excluding for this
purpose any Subsequent Offering Period (as defined in the Offer to Purchase,
which appears as Exhibit 1 to this Schedule 13D and is incorporated herein by
reference (the "Offer to Purchase"))), the Purchaser will purchase the Ordinary
Shares and the Preferred Shares beneficially owned by the Principal Shareholders
following the expiration of the initial offering period (including any extension
thereof). The purchase price for the Ordinary Shares would be $45.00 per share
in cash and the purchase price for the Preferred Shares would be $180.00 per
share, plus any accumulated and unpaid dividends thereon, in cash.
Item 1. Security and Issuer
This Schedule 13D relates to the Ordinary Shares. The principal
executive offices of the Company are located at Caledonian House, Jennett
Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands.
CUSIP No. G90751101 (Ordinary Shares) Page 5 of 10 pages
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Item 2. Identity and Background
This Schedule 13D is being filed by Amerada Hess and the Purchaser.
The information set forth in the section of the Offer to Purchase entitled
Section 8. --"Certain Information Concerning the Purchaser and Amerada Hess" and
in Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in the section of the Offer to Purchase
entitled Section 9. --"Source and Amount of Funds" is incorporated herein by
reference.
Item 4. Purpose of the Transaction
The information set forth in the sections of the Offer to Purchase
entitled "Introduction," Section 7. --"Certain Information Concerning the
Company," Section 8. --"Certain Information Concerning the Purchaser and Amerada
Hess," Section 10. --"Background of the Offer," Section 11. --"Purpose of the
Offer; Plans for the Company; Certain Agreements," Section 12.--"Dividends and
Distributions" and Section 13.--"Effect of the Offer on the Market for the
Shares; Exchange Act Registration" is incorporated herein by reference. This
Schedule 13D relates to the transactions contemplated by (i) the Acquisition
Agreement and (ii) the Principal Shareholders Agreement.
Except as set forth in this Item 4, neither the Purchaser nor Amerada
Hess has any plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As a result of the Principal Shareholders Agreement, the Purchaser
and Amerada Hess may be deemed to be the beneficial owners of 21,968,313
Ordinary Shares, consisting of 1,733,573 Ordinary Shares and 5,058,685 Preferred
Shares each convertible into 4 Ordinary Shares, which represents in the
aggregate approximately 38.1% of the allotted and issued Ordinary Shares
assuming conversion of such Preferred Shares (34.2% on a fully diluted basis).
The information set forth in Schedule I of the Offer to Purchase is incorporated
herein by reference.
(b) The number of Ordinary Shares of the Company that may be deemed to
be beneficially owned by each of the Purchaser and Amerada Hess with respect to
which there is (i) sole voting power is none, (ii) shared voting power is
21,968,313, (iii) sole dispositive power is none, and (iv) shared dispositive
power is 21,968,313. The information set forth in Schedule I to the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase
entitled Section 8. --"Certain Information Concerning the Purchaser and Amerada
Hess" is incorporated herein by reference.
CUSIP No. G90751101 (Ordinary Shares) Page 6 of 10 pages
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The information set forth in the sections of the Offer to Purchase
entitled "Introduction," Section 10. --"Background of the Offer," Section 11.
- --"Purpose of the Offer; Plans for the Company; Certain Agreements" and Section
8. --"Certain Information Concerning the Purchaser and Amerada Hess" is
incorporated herein by reference. A copy of the Joint Filing Agreement is filed
as Exhibit 7 to this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Exhibit No. Exhibit Name
1. Offer to Purchase, dated July 17, 2001. (1)
2. Third Amended and Restated Credit Agreement, dated as of
January 23, 2001, among Amerada Hess, 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. (2)
3. Third Amended and Restated Credit Agreement, dated as of
January 23, 2001, among Amerada Hess, 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. (3)
4. Acquisition Agreement, dated as of July 9, 2001, by and
among the Purchaser, Amerada Hess and the Company. (4)
5. Amendment No. 1 to Acquisition Agreement, dated as of July
17, 2001, by and among the Purchaser, Amerada Hess and the
Company. (5)
6. Principal Shareholders Agreement dated as of July 9, 2001,
by and among the Purchaser, Amerada Hess, the Company, HM4
Triton, L.P. and the Principal Shareholders. (6)
7. Joint Filing Agreement, dated as of July 19, 2001, between
the Purchaser and Amerada Hess.
CUSIP No. G90751101 (Ordinary Shares) Page 7 of 10 pages
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(1) Incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(2) Incorporated by reference to Exhibit (b)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(3) Incorporated by reference to Exhibit (b)(2) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(4) Incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(5) Incorporated by reference to Exhibit (d)(4) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(6) Incorporated by reference to Exhibit (d)(2) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
CUSIP No. G90751101 (Ordinary Shares) Page 8 of 10 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 19, 2001
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
----------------------------------------
Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 19, 2001
AMERADA HESS (CAYMAN) LIMITED
By: /s/ J. Barclay Collins II
----------------------------------------
Name: J. Barclay Collins II
Title: Director
CUSIP No. G90751101 (Ordinary Shares) Page 9 of 10 pages
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EXHIBIT INDEX
Exhibit No. Exhibit Name
1. Offer to Purchase, dated July 17, 2001. (1)
2. Third Amended and Restated Credit Agreement, dated as of
January 23, 2001, among Amerada Hess, 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. (2)
3. Third Amended and Restated Credit Agreement, dated as of
January 23, 2001, among Amerada Hess, 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. (3)
4. Acquisition Agreement, dated as of July 9, 2001, by and
among the Purchaser, Amerada Hess and the Company. (4)
5. Amendment No. 1 to Acquisition Agreement, dated as of July
17, 2001, by and among the Purchaser, Amerada Hess and the
Company. (5)
6. Principal Shareholders Agreement dated as of July 9, 2001,
by and among the Purchaser, Amerada Hess, the Company, HM4
Triton, L.P. and the Principal Shareholders. (6)
7. Joint Filing Agreement, dated as of July 19, 2001, between
the Purchaser and Amerada Hess.
(1) Incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(2) Incorporated by reference to Exhibit (b)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(3) Incorporated by reference to Exhibit (b)(2) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(4) Incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(5) Incorporated by reference to Exhibit d(4) to the Tender Offer Statement on
Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
(6) Incorporated by reference to Exhibit (d)(2) to the Tender Offer Statement
on Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001.
CUSIP No. G90751101 (Ordinary Shares) Page 10 of 10 pages
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Exhibit 7
JOINT FILING AGREEMENT
This confirms the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of the Ordinary Shares,
par value $0.01, of Triton Energy Limited, a company limited by Shares organized
under the laws of the Cayman Islands, is being filed on behalf of each of the
undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k)
promulgated under the Securities and Exchange Act of 1934, as amended, each
person on whose behalf the Statement is filed is responsible for the timely
filing of such Statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other person making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of the
undersigned, each of which, taken together, shall constitute one and the same
instrument.
Date: July 19, 2001
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
------------------------------------
Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
AMERADA HESS (CAYMAN) LIMITED
By: /s/ J. Barclay Collins II
------------------------------------
Name: J. Barclay Collins II
Title: Director