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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amerada Hess Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON None
WITH
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8 SHARED VOTING POWER
*
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9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
*
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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)
*
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14 TYPE OF REPORTING PERSON
CO
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*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
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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
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8 SHARED VOTING POWER
64,012,076
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9 SOLE DISPOSITIVE POWER
None
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
64,012,076
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,012,076
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0% (1)
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14 TYPE OF REPORTING PERSON
CO
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(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
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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
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"(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
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(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
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SIGNATURES
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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
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EXHIBIT INDEX
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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.