-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uldd+zkRsA7TZ+/WLuFNa9VXGdPQjYzfL6SrHBKWVwpNLR8xTZpC5r4HzVFkAxrN gko5MFeuRenot4jh553irA== 0001009404-99-000002.txt : 19990208 0001009404-99-000002.hdr.sgml : 19990208 ACCESSION NUMBER: 0001009404-99-000002 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITON ENERGY LTD CENTRAL INDEX KEY: 0001009404 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-11675 FILM NUMBER: 99522471 BUSINESS ADDRESS: STREET 1: C/O TRITON ENERGY CORP STREET 2: 6688 N CENTRAL EXPRESSWAY SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 8099490050 MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY ST PO BOX 1043 STREET 2: GEORGE TOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 75206 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 TRITON ENERGY LIMITED ------------------------------------------------------ (Exact name of registrant as specified in its charter) Cayman Islands None ----------------------------- ------------------ (State or other jurisdiction of (IRS Employer incorporation) Identification No.) Caledonian House, Mary Street P.O.Box 1043 George Town Grand Cayman, Cayman Islands NA ------------------------------- ------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered -------------------- ------------------------------ Preference Share Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None -------- (Title of Class) Item 1. Description of Securities to be Registered ----------------------------------------------- Triton Energy Limited (the "Company") and The Chase Manhattan Bank, as Rights Agent, have executed Amendment No. 3 to the Rights Agreement (the "Rights Agreement"), dated as of March 25, 1996, to reflect that Oppenheimer Group, Inc. has reduced its ownership level in the Company and accordingly will no longer be allowed to increase its ownership level to 15% or more without being deemed an Acquiring Person for purposes of the Rights Agreement. Item 2. Exhibits -------- 1. Amendment No. 3, dated as of January 5, 1999, to Rights Agreement, dated as of March 25, 1996, between the Company and The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Rights Agent. SIGNATURES 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. TRITON ENERGY LIMITED Date: January 31, 1999 By:/s/ Robert B. Holland, III ------------------------------ Robert B. Holland, III, Chief Operating Officer Exhibit Index ------------- 1. Amendment No. 3, dated as of January 5, 1999, to Rights Agreement, dated as of March 25, 1996, between the Company and The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Rights Agent. EX-1 2 EXHIBIT 1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3, dated as of January 5, 1999, between Triton Energy Limited, a company organized under the laws of the Cayman Islands (the "Company"), and The Chase Manhattan Bank (as successor by merger to Chemical ------ Bank), a national banking association (the "Rights Agent"). ------------- RECITALS A. The Company and the Rights Agent are parties to a Rights Agreement dated as of March 25, 1996, as amended (the "Rights Agreement"). ----------------- B. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below. Accordingly, the Rights Agreement is hereby amended is follows: 1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is --------------------------- amended and restated to read in its entirety as follows: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which shall be the Beneficial Owner (as such term is hereinafter defined) of a number of Ordinary Shares (as such term is hereinafter defined) equal to 15% or more of the number of Ordinary Shares (as such term is hereinafter defined) then outstanding, but shall not include an Exempt Person (as such term is hereinafter defined); provided, however, that if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" has become such inadvertently (including, without limitation, because (i) such Person was unaware that it beneficially owned a number of Ordinary Shares that would otherwise cause such Person to be a "Acquiring Person" or (ii) such Person was aware of the extent of its Beneficial Ownership of Ordinary Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Rights Agreement) and without any intention of changing or influencing control of the Company, and such Person, as promptly as practicable after being advised of such determination, divests himself or itself of Beneficial Ownership of a sufficient number of Ordinary Shares so that such Person would no longer be an Acquiring Person, then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement. Notwithstanding the foregoing, (i) if a Person would be deemed an Acquiring Person upon the adoption of this Agreement, such Person will not be deemed an Acquiring Person for any purposes of this Agreement unless and until such Person acquires Beneficial Ownership of any additional Ordinary Shares after the adoption of this Agreement unless upon the consummation of the acquisition of such additional Ordinary Shares such Person does not beneficially own a number of Ordinary Shares equal to 15% or more of the number of Ordinary Shares then outstanding and (ii) no Person shall become an "Acquiring Person" as the result of an acquisition of Ordinary Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of Ordinary Shares beneficially owned by such Person to 15% or more of the number of Ordinary Shares then outstanding, provided, however, that if a Person shall become the Beneficial Owner of a number of Ordinary Shares equal to 15% or more of the number of Ordinary Shares then outstanding by reason of such share acquisitions by the Company and thereafter become the Beneficial Owner of any additional Ordinary Shares, then such Person shall be deemed to be an "Acquiring Person" unless upon the consummation of the acquisition of such additional Ordinary Shares such Person does not beneficially own a number of Ordinary Shares equal to 15% or more of the number of Ordinary Shares then outstanding. Notwithstanding the foregoing, HM4 Triton, L.P., a Cayman Islands exempted limited partnership, together with its Affiliates and Associates (collectively "HM4 Triton"), shall not be deemed an Acquiring Person for any purposes of this Agreement, provided that this sentence shall cease to apply to HM4 Triton at such time after the First Closing Date (as defined in that certain Stock Purchase Agreement dated as of August 31, 1998, by and between HM4 Triton, L.P., and the Company (the "Stock Purchase Agreement")) that HM4 Triton ceases to own ------------------------ a number of Ordinary Shares and/or 8% Convertible Preference Shares, par value $.01 per share ("8% Preference Shares") (assuming conversion of such shares into -------------------- Ordinary Shares), representing at least (a) 50% or more of the number of Ordinary Shares into which the aggregate number of 8% Preference Shares acquired by HM4 Triton pursuant to the terms of the Stock Purchase Agreement (including 8% Preference Shares purchased pursuant to Rights and at the Second Closing, as such terms are defined therein) would be convertible as of the time of such determination or (b) 10% of more of the number of outstanding Ordinary Shares (assuming conversion or exchange of all outstanding securities of the Company convertible into or exchangeable for Ordinary Shares). The phrase "then outstanding", when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to beneficially own hereunder. 2. Effectiveness. This Amendment shall be deemed effective as of the ------------- date and year first above written. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. Miscellaneous. This Amendment shall be deemed to be a contract made ------------- under the laws of the Cayman Islands and for all purposes shall be governed by and construed in accordance with the laws of such Country applicable to contracts to be made and performed entirely within such Country. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected or impaired or invalidated. EXECUTED as of the date and year set forth above. ATTEST: TRITON ENERGY LIMITED ___________________________ By: ____________________________ Name: Name: Robert B. Holland, III Title: Title: Chief Operating Officer and General Counsel ATTEST: THE CHASE MANHATTAN BANK ___________________________ By: ____________________________ Name: Name: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----