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[Draft: (New York) July 8, 2001]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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[TEXAS]
(Name of Subject Company)
-------------------------
Amerada Hess Corporation
Amerada Hess (Cayman) Limited
(Names of Filing Persons)
Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
G90751101: Ordinary Shares
----------------------------------------
(CUSIP Number of Class of Securities)
-------------------------
J. Barclay Collins II, Esq.
Executive Vice President and General Counsel
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-------------------------
Copies to:
Timothy B. Goodell, Esq.
Gregory P. Pryor, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee
================================================================================
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/_/ issuer tender offer subject to Rule 13e-4.
/_/ going-private transaction subject to Rule 13e-3.
/_/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /_/
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AMERADA HESS TO ACQUIRE TRITON ENERGY FOR $45 PER SHARE IN CASH
New York, New York and Dallas, Texas . . . . . July 10, 2001 . . . . .
Amerada Hess Corporation (NYSE: AHC) and Triton Energy Limited (NYSE: OIL) today
jointly announced that they have entered into a definitive agreement under which
Amerada Hess will commence a cash tender offer for all outstanding ordinary
shares of Triton at $45.00 per share (including to be converted preference
shares). The transaction has a total value of approximately $3.2 billion,
including the assumption of approximately $500 million in Triton debt.
The all-cash offer represents a premium of 50% to the closing price of
Triton shares on Monday, July 9, 2001, and is 88% of Triton's 52-week high. The
transaction has been approved unanimously by the Boards of Directors of both
companies, and the Board of Directors of Triton has unanimously resolved to
recommend that its holders of ordinary shares accept the offer. Amerada Hess has
received an irrevocable commitment from Hicks, Muse, Tate & Furst Incorporated
to sell its approximately 38% ownership stake in Triton to Amerada Hess. The
transaction is expected to close in the third quarter of 2001.
Commenting on the transaction, John Hess, Chairman and Chief Executive
Officer of Amerada Hess, said:
"The acquisition of Triton strengthens our exploration and production
business, gives us access to long life international reserves, substantially
increases our production growth and provides significant exploration potential.
It improves our competitive position in a consolidating industry while being
accretive to our estimates of earnings and cash flow per share for 2002. The
acquisition will increase our production from a current level of 425,000 barrels
of oil equivalent per day to about 535,000 barrels per day in 2002 and more than
600,000 barrels per day in 2003. It makes Amerada Hess one of the largest global
independent exploration and production companies with the scale to access a
broader range of investment opportunities that meet our financial goals."
James C. Musselman, President and Chief Executive Officer of Triton Energy
Limited, stated:
"The sale of Triton Energy to Amerada Hess reflects the considerable
progress we have made in recent years and rewards our shareholders with premium
value for their shares. Triton today is one of the world's leading independent
exploration and production companies with world-class assets around the globe,
strong financial results and a solid balance sheet. These achievements are a
credit to our people, who have consistently demonstrated the experience and
commitment necessary to capitalize on the potential of our assets. I look
forward to working with the Amerada Hess management team to complete this
transaction and successfully integrate our two companies."
Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse, Tate
& Furst Incorporated, whose approximately 38% stake in Triton is a result of its
$350 million equity investment in the company in 1998 and early 1999, said:
"On behalf of all of the HMTF Partners, and particularly on behalf of all
of our investors in Hicks, Muse, Tate & Furst Equity Fund IV, I want to
congratulate and thank Jim Musselman, Al Turner, Brian Maxted, Greg Dunlevy and
the rest of the Triton management team for the truly superb job they have done
over the past three years in building the value of Triton for all of the
company's shareholders."
The transaction is subject to regulatory approvals and other customary
conditions. Amerada Hess expects to mail definitive tender offer materials to
Triton shareholders and make all other regulatory filings shortly. Amerada Hess
will fund the transaction from its existing cash resources and lines of credit.
Goldman Sachs & Co. served as financial advisor to Amerada Hess and J.P. Morgan
Chase Securities served as financial advisor to Triton Energy.
About Amerada Hess Corporation
Amerada Hess, headquartered in New York, is a global integrated energy
company engaged in the exploration for and the production, purchase,
transportation and sale of crude oil and natural gas, as well as the production
and sale of refined petroleum products. Exploration and production activities
take place primarily in the United States, the United Kingdom, Norway, Denmark,
Brazil, Algeria, Gabon, Indonesia, Azerbaijan, Thailand and Malaysia.
Amerada Hess produces approximately 425,000 barrels of oil equivalent per
day, two-thirds of which is oil and one-third natural gas. Amerada Hess' total
proved oil and gas reserves at December 31, 2000 were over 1.1 billion barrels
of oil equivalent.
Amerada Hess' refined petroleum products are manufactured at the HOVENSA
refinery in St. Croix, United States Virgin Islands, which is owned jointly with
Petroleos de Venezuela S.A. The refinery is one of the largest in the world with
a capacity of 500,000 barrels per day. Amerada Hess markets refined petroleum
products on the East Coast of the United States through its terminal
2
network and approximately 1,180 HESS brand retail outlets.
About Triton Energy
Triton Energy is a Dallas-based international oil and gas exploration and
production company with major oil and gas assets in West Africa, Latin America
and Southeast Asia. At December 31, 2000, Triton's total proved reserves were
293.5 million barrels of oil equivalent. These reserves exclude the success of
drilling activities in 2001.
About Hicks, Muse, Tate & Furst Incorporated
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has
completed or currently has pending more than 390 transactions with a total
capital value of more than $50 billion. Headquartered in Dallas, the firm has
additional offices in New York, London and Buenos Aires.
Investment Community Conference Call and Webcast
Amerada Hess will host a conference call at 8:30 a.m. EDT this morning
to discuss the proposed transaction with the investment community. The
conference call will be accessible to the media and the general public in
listen-only mode. To listen to the conference call, please dial 888-857-6929
(U.S.) or 719-457-2600 (International) approximately 15 minutes prior to the
scheduled starting time. The conference will be webcast live on www.hess.com and
www.vcall.com (enter AHC). Replays will be available at 888-203-1112 (U.S.) or
719-457-0820 (International), passcode 471655, beginning at 12:00 p.m. EDT on
July 10th through 8:00 p.m. EDT on July 17th.
This announcement contains certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of the safe-harbor provisions of
the US federal securities laws. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators. These and
other risk factors are detailed in the two companies' SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The companies do not undertake
any obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this press
release.
3
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Triton. At the time the offer is commenced, Amerada Hess will
file a tender offer statement and Triton will file a solicitation/recommendation
statement with the SEC with respect to the offer. Triton shareholders are
advised to read the tender offer statement and the related
solicitation/recommendation statement, both of which will be filed with the SEC.
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the offer.
These documents will be made available to all shareholders of Triton, at no
expense to them. These documents also will be available at no charge at the
SEC's website at www.sec.gov. Contacts:
Amerada Hess Triton Energy HMTF
------------------ ------------- ----
Carl Tursi Crystal C. Bell Roy Winnick
(212) 536-8593 (214) 696-7560 Kekst and Company
ext. 560 (212) 521-4842
or
Mark Semer
Kekst and Company
(212) 521-4802
4
[Slide 1]
[Hess Logo]
Amerada Hess Corporation
Acquisition of
[Triton Logo]
July 10, 2001
[Slide 2]
-This presentation contains projections and other
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These projections and
statements reflect the company's current views with respect to
future events and financial performance. No assurances can be
given, however, that these events will occur or that these
projections will be achieved, and actual results could differ
materially from those projected as a result of certain
factors. A discussion of these factors is included in the
company's periodic reports filed with the Securities and
Exchange Commission.
-The SEC permits oil and gas companies, in their filings with
the SEC, to disclose only proved reserves that a company has
demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing
economic operating conditions. We use certain terms in this
presentation, such as probable reserves, that the SEC's
guidelines prohibit registrants from including in filings with
the SEC. Investors are urged to consider closely the
disclosure in Amerada Hess's Form 10-K, File No. 1-1204,
available from Amerada Hess, 1185 Avenue of the Americas, New
York, New York 10036 c/o Corporate Secretary. You can also
obtain this form from the SEC by calling 1-800-SEC-0330.
[Slide 3]
Amerada Hess Corporation [Hess Logo]
- $7 billion market capitalization
- $9 billion enterprise value
- New York stock exchange listed company (ticker symbol: AHC)
- Earnings and cash flows from operations:
-Full Year 2000: $1.0 billion earnings and $1.8 billion
cash flow
-First quarter 2001: $337 million earnings and $753 million
cash flow
- 405 MBOEPD average production in Q1 2001
- 1.1 billion barrels of proved reserves
- 1.7 Billion Barrels proved plus probable reserves
- Competitively advantaged refining joint venture with PDVSA
- Focused retail marketing on the US East Coast
[Slide 4]
Principal goals [Hess Logo]
-Exploration & Production - engine of income and growth
-Objectives:
-Grow to minimum 75% of capital employed
-Expand international reserves to at least 33%
outside the United States and North Sea
-Focus on high quality assets in a few
countries
-Accelerate production growth
-Increase reserve life
-Refining & Marketing
-Enhance financial returns from existing assets
[Three pictures line the right side of the page. The first
shows a drilling rig with the word "Exploration". The second
shows a production platform with the word "Production". The
third picture shows a Hess service station with the word
"Marketing".]
[Slide 5]
Summary of Triton acquisition [Hess Logo]
-HESS to commence cash tender offer of $45 per share for all
outstanding common and convertible shares of Triton
-Deal size equal to $3.2 billion including the
assumption of approximately $500 million of debt
-50% premium to previous day share price; 88% of
52-week high
-Unanimously approved and recommended by Triton's
Board of Directors
-Irrevocable commitment by Hicks Muse to sell 38%
ownership stake
-Transaction is expected to close in third quarter 2001
-Purchase price of reserves, including recent discoveries:
-Proved: $ 9.79/BOE
-Proved+Probable: $ 5.66/BOE
-Purchase price of reserves based on Hess mid-year 2001
estimates
-2-
[Slide 6]
Summary [Hess Logo]
-Acquisition Benefits
-Continues transformation to exploration and production
-Expands international reserves
-Accelerates and extends production growth
-Provides significant exploration potential
-Meets financial goals
-Enhances competitive position
[Slide 7]
Continues transformation to exploration &
production [Hess Logo]
-Capital Employed
[Three Pie Charts representing the following information:
1997 HESS
-57% Capital Employed in R&M
-43% Capital Employed in E&P
2001 HESS
-49% Capital Employed in R&M
-51% Capital Employed in E&P
2001E HESS + TRITON
-24% Capital Employed in R&M
-76% Capital Employed in E&P]
-76% of the combined 2001 capital employed will be devoted to
E&P operations
[Slide 8]
Expands international reserves [Hess Logo]
[Map of the World representing the following information in
four captions:
-United States
-22% Reserves
-North Sea
-40% Reserves
-3-
-Africa
-13% Reserves
-Southeast Asia
-13% Reserves]
-88 % of proved reserves are in four core areas
-Proved reserves based on Hess mid-year 2001 estimates
[Slide 9]
Expands international reserves [Hess Logo]
-Hess increases high-potential international reserves
[Pie Chart of proved reserves of HESS representing the
following information:
-International 21%
-United States 28%
-North Sea 51%
-1.1 Billion BOE HESS]
[Pie Chart of proved reserves of HESS + TRITON representing
the following information:
-International 38%
-United States 22%
-North Sea 40%
-1.4 Billion BOE HESS + TRITON]
[Arrow connecting the two pie charts containing the words
"Balances Portfolio"]
-Proved reserves based on Hess mid-year 2001 estimates
[Slide 10]
Accelerates and extends production growth [Hess Logo]
-Production
[Bar graph representing the following information:
-2000 Pro Forma
-4-
-HESS 374 MBOEPD
-TRITON 31 MBOEPD
-Combined 405 MBOEPD
-2001 Pro Forma
-HESS 430 MBOEPD
-TRITON 55 MBOEPD
-Combined 485 MBOEPD
-2002
-HESS 450 MBOEPD
-TRITON 85 MBOEPD
-Combined 535 MBOEPD
-2003
-HESS 460 MBOEPD
-TRITON 152 MBOEPD
-Combined 612 MBOEPD
-CAGR: 15% combined vs. 7% Hess alone]
[Slide 11]
Accelerates and extends production growth [Hess Logo]
-Reserve to Production ratio
[Bar graph representing the following information:
-Before
-HESS
-7.7 Proved Reserve to Production ratio
-13.3 Proved + Probable Reserve to Production
ratio
-TRITON
-26.2 Proved Reserve to Production ratio
-52.1 Proved + Probable Reserve to Production
ratio
-After
-HESS + TRITON
-9.1 Proved Reserve to Production ratio
-16.2 Proved + Probable Reserve to Production
ratio]
-Source: Reported 2000 Reserve and Production Data of HESS and
TRITON + HESS estimates for TRITON discoveries.
-5-
[Slide 12]
Provides significant exploration potential [Hess Logo]
[Three maps of Africa showing the following:
-Africa
-Magnified map of Equatorial Guinea and Gabon coming from the
map of Africa and containing the following labeled area:
-Upper Cretaceous Deep Water Fairway
-Magnified map of Equatorial Guinea coming from the magnified
map of Equatorial Guinea and Gabon and containing the
following labeled areas
-Block F
-Block G
-Okume
-Oveng
-Ceiba]
-Recent Discoveries
-Ceiba October 1999
-Okume June 2001
-Oveng June 2001
-Gross reserve potential of over 400 MMBOE
-Exploration Potential
-1.8 million net acres with 90% yet to be explored
-85% equity in blocks F and G in Equatorial Guinea
with 7 wells to be drilled over the next 12 months
-25% equity in Tolo block in Gabon with 1 well to be
drilled this year
[Slide 13]
Meets financial goals [Hess Logo]
-Cost savings $ Million
-G&A $14
-Exploration $32
-Total before tax savings $46
-Total after tax savings $33
-6-
[Slide 14]
Meets financial goals [Hess Logo]
-Year-end Debt-to-Capital ratio
[Bar graph representing the following information:
-At closing
-52% Year-end Debt-to-Capital ratio
-2002
-45% Year-end Debt-to-Capital ratio
-2003
-36% Year-end Debt-to-Capital ratio]]
-Pro-forma based on $24.00 WTI oil price
[Slide 15]
Meets financial goals [Hess Logo]
-Strengthens cash flow and reserves per share
[Two bar graphs representing the following information:
-Cash flow per share Based on 2002E pro-forma
-HESS
-$24.13 Cash Flow per Share
-HESS + TRITON
-$27.66 Cash Flow per Share
-Proved Reserves per share Based on mid-year 2001 estimates
for Hess and Triton
-HESS
-12.7 Proved reserves (BOE) per Share
-HESS + TRITON
-16.4 Proved Reserves (BOE) per Share]
-Pro-forma based on $24.00 WTI oil price
[Slide 16]
Meets financial goals [Hess Logo]
-Accretive to earnings and cash flow per share
-7-
[Two Bar graphs representing the following information:
-Earnings
-2002
-1%
-2003
-4%
-Cash flow
-2002
-15%
-2003
-26%]
-Pro-forma based on $24.00 WTI oil price, purchase accounting
and goodwill of $980 Million
[Slide 17]
Enhances competitive position [Hess Logo]
-2001 Estimated Production (MBOEPD)
[Bar graph representing the following information:
-Conoco/Gulf of Canada 884 MBOEPD
-Phillips 850 MBOEPD
-Anadarko 550 MBOEPD
-HESS + TRITON (2002) 535 MBOEPD
-HESS (2002) 450 MBOEPD
-TRITON (2002) 85 MBOEPD
-Unocal 505 MBOEPD
-Occidental 500 MBOEPD
-HESS + TRITON (2001 Pro Forma) 485 MBOEPD
-HESS (2001 Pro Forma) 430 MBOEPD
-TRITON (2001 Pro Forma) 55 MBOEPD
-Talisman 450 MBOEPD
-HESS 430 MBOEPD
-Marathon 420 MBOEPD
-Burlington 380 MBOEPD
-Devon 365 MBOEPD
-Kerr McGee 330 MBOEPD
-Apache 325 MBOEPD
-Enterprise 255 MBOEPD
-8-
-EOG 184 MBOEPD
-Ocean 155 MBOEPD
-Murphy 115 MBOEPD
-Noble 102 MBOEPD
-Vintage 100 MBOEPD
-TRITON 55 MBOEPD]
-Source: Company Press Releases and Presentations
[Slide 18]
Conclusion [Hess Logo]
-Acquisition Benefits
-Continues transformation to exploration and
production
-Expands international reserves
-Accelerates and extends production growth
-Provides significant exploration upside
-Meets financial goals
-Enhances competitive position
[Slide 19]
[Hess Logo]
-9-