-----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, BtUIhtLySUBqBG9nDp2ih9hPIBbkDltYGFWzqsXR5k2aaDKjBi1bF4SucNiyX66x sT8F5dR1lx/aHo8z3IM6OQ== 0000950127-01-500571.txt : 20020413 0000950127-01-500571.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950127-01-500571 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERADA HESS CORP CENTRAL INDEX KEY: 0000004447 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 134921002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129978500 FORMER COMPANY: FORMER CONFORMED NAME: AMERADA PETROLEUM CORP DATE OF NAME CHANGE: 19690727 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49539 FILM NUMBER: 1822374 BUSINESS ADDRESS: STREET 1: CALEDONIAN HOUSE,JENNETT STREET STREET 2: P.O. BOX 1043, GEORGE TOWN,GRAND CAYMAN CITY: CAYMAN ISLANDS STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459490050 MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY ST PO BOX 1043 STREET 2: GEORGE TOWN GRAND CAYMAN CITY: CAYMAN ISLANDS STATE: E9 ZIP: 75206 SC 13D 1 a840868_sch13d.txt AMENDMENT NO. 4 - TRITON ENERGY LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13D Amendment No. 4 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 Number) 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) December 20, 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP No. G90751101 (Ordinary Shares) Page 2 of 8 pages - -------------------------------------------------------------------------------- - -------- ----------------------------------------------------------------------- 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 WC, 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 * ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER None ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER * - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON * - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) * - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- *Amerada Hess Corporation may be deemed to be the beneficial owner of the Ordinary Shares reported herein through its ownership of its wholly-owned subsidiary, Amerada Hess (Cayman) Limited. Such Ordinary Shares are not included above to avoid double counting. CUSIP No. G90751101 (Ordinary Shares) Page 3 of 8 pages - -------------------------------------------------------------------------------- - -------- ----------------------------------------------------------------------- 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 64,012,076 ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER None ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER 64,012,076 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,012,076 - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100.0% (1) - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- (1) Based on total outstanding Ordinary Shares of 64,012,816 as of December 20, 2001. CUSIP No. G90751101 (Ordinary Shares) Page 4 of 8 pages - -------------------------------------------------------------------------------- This Amendment No. 4 (this "Amendment") amends and supplements the statement on Schedule 13D filed on July 19, 2001, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed July 17, 2001 with the Securities and Exchange Commission (the "Commission") on July 30, 2001, as further amended by Amendment No. 2 filed August 3, 2001 and Amendment No. 3 filed August 14, 2001, by Amerada Hess (Cayman) Limited (the "Purchaser"), a company limited by shares organized under the laws of the Cayman Islands and a wholly-owned subsidiary of Amerada Hess Corporation ("Amerada Hess"), a Delaware corporation, relating to the ordinary shares, par value $0.01 per share (the "Ordinary Shares"), of Triton Energy Limited, a company limited by shares organized under the laws of the Cayman Islands (the "Company"). Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended to add at the end thereof the following: "The amount of funds required by the Purchaser to purchase the Ordinary Shares acquired on December 20, 2001, as described in Item 5(c) hereof, and to pay related fees and expenses, was approximately $67.6 million. The Purchaser obtained such funds from Amerada Hess. Amerada Hess obtained such funds from general corporate funds." Item 4. Purpose of the Transaction. Item 4 is hereby amended to add at the end thereof the following: "Having consummated the Acquisitions (as defined below), the Purchaser intends to cause the Company to file a Form 15 with the Commission as soon as practicable. As a result of the filing of the Form 15, the registration of the Ordinary Shares under the Securities Exchange Act of 1934, as amended, will be terminated. Accordingly, the Company will no longer be required to file periodic reports with the Commission in connection with the Ordinary Shares." Item 5. Interest in Securities of the Issuer. The first sentence of Item 5(a) is hereby amended and restated in its entirety to read as follows: "As a result of the Acquisitions, the Purchaser and Amerada Hess are the beneficial owners of 64,012,076 Ordinary Shares." The first sentence of Item 5(b) is hereby amended and restated in its entirety to read as follows: "The Purchaser and Amerada Hess are the beneficial owners of 64,012,076 Ordinary Shares." Item 5(c) is hereby amended to read as follows: CUSIP No. G90751101 (Ordinary Shares) Page 5 of 8 pages - -------------------------------------------------------------------------------- "(c) On December 20, 2001, the Purchaser acquired (i) 1,473,252 Ordinary Shares for $45.00 per Ordinary Share in a compulsory acquisition pursuant to the procedure set out in Section 88 of the Companies Law (2001 Second Revision) of the Cayman Islands (the "Compulsory Acquisition") and (ii) 30,024 Ordinary Shares for $45.00 per Ordinary Share pursuant to a series of private purchases (the Compulsory Acquisition and the private purchases being referred to together as the "Acquisitions")." 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 July 19, 2001, between the Purchaser and Amerada Hess. (1) (1) Previously filed. (2) Incorporated by reference to Exhibit b(1) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (3) Incorporated by reference to Exhibit b(2) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. CUSIP No. G90751101 (Ordinary Shares) Page 6 of 8 pages - -------------------------------------------------------------------------------- (4) Incorporated by reference to Exhibit d(1) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (5) Incorporated by reference to Exhibit d(4) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (6) Incorporated by reference to Exhibit d(2) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. CUSIP No. G90751101 (Ordinary Shares) Page 7 of 8 pages - -------------------------------------------------------------------------------- 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: December 21, 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: December 21, 2001 AMERADA HESS (CAYMAN) LIMITED By: /s/ J. BARCLAY COLLINS II ------------------------------- Name: J. Barclay Collins II Title: Director CUSIP No. G90751101 (Ordinary Shares) Page 8 of 8 pages - -------------------------------------------------------------------------------- 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) (1) Previously filed. (2) Incorporated by reference to Exhibit b(1) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (3) Incorporated by reference to Exhibit b(2) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (4) Incorporated by reference to Exhibit d(1) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (5) Incorporated by reference to Exhibit d(4) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. (6) Incorporated by reference to Exhibit d(2) to the Schedule TO filed by Amerada Hess and the Purchaser on July 17, 2001. -----END PRIVACY-ENHANCED MESSAGE-----