SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 14, 2001
AMERADA HESS CORPORATION
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(Exact name of Registrant as Specified in Charter)
DELAWARE No. 1-1204 No. 13-4921002
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(State or other (Commission File) (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1185 Avenue Of the Americas 10036
New York, New York
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 997-8500
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Other Events
At 12:00 midnight, New York City time, on August 13, 2001 (the "Expiration
Date"), the cash tender offer (the "Offer") of Amerada Hess Corporation, a
Delaware corporation ("Amerada Hess"), made through its wholly owned subsidiary,
Amerada Hess (Cayman) Limited, a company limited by shares organized under the
laws of the Cayman Islands ("Purchaser"), expired. The Offer was to purchase all
of the existing unconditionally allotted or issued and fully paid ordinary
shares, par value $0.01 per share, of Triton Energy Limited, a company limited
by shares organized under the laws of the Cayman Islands (the "Company"), and
any further ordinary shares, par value $0.01 per share, that were
unconditionally allotted or issued and fully paid before the Expiration Date,
including the associated Series A junior participating preferred share purchase
rights issued pursuant to the Rights Agreement dated as of March 25,1996, as
amended, by and between the Company and Mellon Investor Services LLC, as Rights
Agent (the "Ordinary Shares"), at a price of $45.00 per Ordinary Share. Based on
reports from The Bank of New York, the depository for the Offer, as of the
Expiration Date, a total of 63,751,116 Ordinary Shares (including 22,899,985
Ordinary Shares subject to guarantees of delivery), representing approximately
99.64% of the outstanding Ordinary Shares, had been validly tendered and not
properly withdrawn in the Offer. Purchaser accepted for payment all of the
Ordinary Shares validly tendered pursuant to the Offer on the Expiration Date
and made payment of the offer consideration on August 17, 2001. The shares
tendered include Ordinary Shares issued on the conversion of the Preference
Shares of the Company owned by Hicks, Muse, Tate & Furst Incorporated and
delivered pursuant to the terms of a Principal Shareholders Agreement dated as
of July 9,2001 among Amerada Hess Corporation, Amerada Hess (Cayman) Limited,
Triton Energy Limited, HM4 Triton, L.P. and the other shareholders of Triton
Energy Limited listed on Annex A thereto (the "Principal Shareholders
Agreement"). A copy of the Principal Shareholders Agreement is filed as Exhibit
d(2) to the Schedule TO filed July 17, 2001.
Purchaser intends to effect a compulsory acquisition of the remaining Ordinary
Shares that are not owned by Amerada Hess, Purchaser or any subsidiary of
Amerada Hess in accordance with the law of the Cayman Islands as soon as
permitted by the law of the Cayman Islands.
The Offer was made pursuant to an Acquisition Agreement, dated as of July 9,
2001, as amended, by and among the Company, Amerada Hess and Purchaser (the
"Acquisition Agreement"), a copy of which is filed as Exhibit d(1) to the
Schedule TO filed July 17, 2001, as amended. Pursuant to the Acquisition
Agreement, on August 17, 2001, Purchaser secured the resignation of eight
members of the existing board of directors of the Company and elected John B.
Hess, W.S.H. Laidlaw, John Y. Schreyer, J. Barclay Collins II, Nicholas F.
Brady, Robert N. Wilson, Frank A. Olson and Edith E. Holiday to fill the
vacancies created by such resignations. James C. Musselman and J. Otis Winters
remained as directors of the Company.
Purchaser obtained the approximately $2.81 billion required to purchase the
Ordinary Shares tendered pursuant to the Offer from Amerada Hess. Amerada Hess
obtained such funds from the issuance of notes in the approximate amount of $2.5
billion on August 15, 2001, as well as from working capital and lines of credit.
The terms of the notes are described in the Form S-3 registration statement
filed by Amerada Hess with the Securities and Exchange Commission (the
"Commission") on July 20, 2001. The lines of credit are described in the
Schedule TO filed by Amerada Hess and Purchaser with the Commission on July 17,
2001, in which such lines of credit are defined as "Credit Facility A" and
"Credit Facility B", respectively. A copy of each of these credit facilities is
filed as Exhibits 4(4) and 4(5), respectively, to the Form 10-K filed by Amerada
Hess Corporation on March 28, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a Financial Statements of Business Acquired
The financial statements of the business acquired as required by this item will
be filed by amendment to this Current Report on Form 8-K as soon as practicable,
but no later than 60 days after the date that the initial report on this Form
8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information as required by this item will be filed by
amendment to this Current Report on Form 8-K as soon as practicable, but no
later than 60 days after the date that the initial report on this Form 8-K must
be filed.
(c) Exhibits
Exhibit No. Description
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2.1 Acquisition Agreement dated as of July 9, 2001 among Amerada
Hess Corporation, Amerada Hess (Cayman)Limited and Triton
Energy Limited.(1)
2.2 Principal Shareholders Agreement dated as of July 9, 2001
among Amerada Hess Corporation, Amerada Hess (Cayman)
Limited, Triton Energy Limited, HM4 Triton, L.P. and the
other shareholders of Triton Energy Limited listed
on Annex A thereto.(2)
10.1 Third Amended and Restated Credit Agreement dated as of
January 23, 2001 among Amerada Hess Corporation, 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 ("Facility A").(3)
10.2 Third Amended and Restated Credit Agreement dated as of
January 23, 2001 among Amerada Hess Corporation, 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 ("Facility B").(4)
(1) Incorporated by reference to Exhibit (d)(1) of the Schedule TO, filed July
17, 2001.
(2) Incorporated by reference to Exhibit (d)(2) of the Schedule TO, filed July
17, 2001.
(3) Incorporated by reference to Exhibit 4(4) to the Form 10-K filed by Amerada
Hess Corporation on March 28, 2001, Commission File No. 333-50358.
(4) Incorporated by reference to Exhibit 4(5) to the Form 10-K filed by Amerada
Hess Corporation on March 28, 2001, Commission File No. 333-50358.
SIGNATURE
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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.
Date: August 29, 2001
AMERADA HESS CORPORATION
By:/s/John Y. Schreyer
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Name: John Y. Schreyer
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Acquisition Agreement dated as of July 9, 2001 among Amerada
Hess Corporation, Amerada Hess (Cayman)Limited and Triton
Energy Limited.(1)
2.2 Principal Shareholders Agreement dated as of July 9, 2001
among Amerada Hess Corporation, Amerada Hess (Cayman)
Limited, Triton Energy Limited, HM4 Triton, L.P. and the
other shareholders of Triton Energy Limited listed on Annex
A thereto.(2)
10.1 Third Amended and Restated Credit Agreement dated as of
January 23, 2001 among Amerada Hess Corporation, 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 ("Facility A").(3)
10.2 Third Amended and Restated Credit Agreement dated as of
January 23, 2001 among Amerada Hess Corporation, 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 ("Facility B").(4)
(1) Incorporated by reference to Exhibit (d)(1) of the Schedule TO, filed July
17, 2001.
(2) Incorporated by reference to Exhibit (d)(2) of the Schedule TO, filed July
17, 2001.
(3) Incorporated by reference to Exhibit 4(4) to the Form 10-K filed by Amerada
Hess Corporation on March 28, 2001, Commission File No. 333-50358.
(4) Incorporated by reference to Exhibit 4(5) to the Form 10-K filed by Amerada
Hess Corporation on March 28, 2001, Commission File No. 333-50358.