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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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Triton Energy Limited
(Name of Subject Company)
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Amerada Hess Corporation
Amerada Hess (Cayman) Limited
(Names of Filing Persons)
Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
G90751101: Ordinary Shares
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(CUSIP Number of Class of Securities)
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J. Barclay Collins II, Esq.
Executive Vice President and General Counsel
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
Timothy B. Goodell, Esq.
Gregory Pryor, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$ 2,891,688,585 $ 578,337.78
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* Based on the product of (i) $45.00 per ordinary share and (ii) 64,259,753,
the estimated maximum number of Triton Energy Limited ordinary shares to be
received by the Offeror in the Offer.
|X| 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: $578,337.78
Form or Registration No: 005-49539
Filing Parties: Amerada Hess Corporation and Amerada Hess (Cayman)
Limited
Date Filed: July 17, 2001
|_| 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.
|X| 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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This Amendment No. 1 to Tender Offer Statement on Schedule TO ("Amendment
No. 1") amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on July 17, 2001 ("Schedule TO") by
Amerada Hess (Cayman) Limited ("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 offer to purchase all unconditionally allotted or issued and fully paid
ordinary shares, par value $0.01 per share, of Triton Energy Limited ("Triton")
and any further ordinary shares which are unconditionally allotted or issued and
fully paid before the date and time on which the Offer (as defined below)
expires (including the associated Series A junior participating preferred share
purchase rights issued pursuant to the Rights Agreement, dated as of March 25,
1996, by and between Triton and Mellon Investor Services LLC, as amended)(the
"Ordinary Shares"), at a price of U.S. $45.00 per Ordinary Share, on the terms
and subject to the conditions set forth in the Offer to Purchase, dated July 17,
2001 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to
the Schedule TO, and in the related Letter of Transmittal, a copy of which is
attached as Exhibit (a)(2) to the Schedule TO (which, as they may be amended and
supplemented from time to time, together constitute the "Offer"). This Amendment
No. 1 is being filed on behalf of Purchaser and Amerada Hess.
Item 2. Subject Company Information
The second sentence of the third paragraph under the caption "Cautionary
Statements Concerning Projections" in Section 7--"Certain Information Concerning
the Company" on page 25 of the Offer to Purchase is hereby amended to read in
its entirety as follows:
"Neither Amerada Hess nor the Purchaser nor any of their respective
affiliates or representatives assumes any responsibility for the
reasonableness, completeness, accuracy or reliability of such Projections."
Item 4. Terms of the Transaction
The second sentence of the first paragraph of Section 2--"Acceptance for
Payment and Payment for Ordinary Shares" on pages 11-12 of the Offer to Purchase
is hereby amended to read in its entirety as follows:
"Subject to applicable rules of the Commission and the terms of the
Acquisition Agreement, the Purchaser expressly reserves the right, in its
sole discretion, to delay acceptance for payment of, or payment for,
Ordinary Shares, pending receipt of any governmental regulatory approvals."
The following text is added to Section 14--"Conditions of the Offer" of the
Offer to Purchase:
"Notwithstanding the fact that the Purchaser reserves the right to assert
the existence of any condition set forth in this Section 14, in order to
postpone its obligation to pay for Ordinary Shares following acceptance for
payment of Ordinary Shares, the Purchaser understands that all conditions
to the Offer, other than those dependent upon the receipt of necessary
governmental regulatory approvals, must be satisfied or waived prior to the
Expiration Date."
Item 12. Exhibits.
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase
Exhibit (a)(2) Letter of Transmittal
Exhibit (a)(3) Notice of Guaranteed Delivery
Exhibit (a)(4) Guidelines for Substitute Form W-9
Exhibit (a)(5) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees.
Exhibit (a)(6) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their
clients.
Exhibit (a)(7) Press Release issued by the Purchaser dated July 10, 2001
announcing the tender offer.
Exhibit (a)(8) Summary newspaper advertisement, dated July 17, 2001,
published in The Wall Street Journal.
Exhibit (b)(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").
Exhibit (b)(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").
Exhibit (d)(1) Acquisition Agreement dated as of July 9, 2001 among Amerada
Hess Corporation, Amerada Hess (Cayman) Limited and Triton
Energy Limited.
-2-
Exhibit (d)(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.
Exhibit (d)(3) Confidentiality Agreement dated as of June 4, 2001 between
Amerada Hess Corporation and Triton Energy Limited.
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Previously filed.
Incorporated by reference to Exhibit 99.1 to the Form 8-K/A filed on July
10, 2001 by Amerada Hess Corporation.
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.
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.
-3-
SIGNATURE
After due 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: July 30, 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
AMERADA HESS (CAYMAN) LIMITED
By: /s/ John Y. Schreyer
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Name: John Y. Schreyer
Title: Director
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase
Exhibit (a)(2) Letter of Transmittal
Exhibit (a)(3) Notice of Guaranteed Delivery
Exhibit (a)(4) Guidelines for Substitute Form W-9
Exhibit (a)(5) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees.
Exhibit (a)(6) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their
clients.
Exhibit (a)(7) Press Release issued by the Purchaser dated July 10, 2001
announcing the tender offer.
Exhibit (a)(8) Summary newspaper advertisement, dated July 17, 2001,
published in The Wall Street Journal.
Exhibit (b)(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").
Exhibit (b)(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").
Exhibit (d)(1) Acquisition Agreement dated as of July 9, 2001 among Amerada
Hess Corporation, Amerada Hess (Cayman) Limited and Triton
Energy Limited.
Exhibit (d)(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.
Exhibit (d)(3) Confidentiality Agreement dated as of June 4, 2001 between
Amerada Hess Corporation and Triton Energy Limited.
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Previously filed.
Incorporated by reference to Exhibit 99.1 to the Form 8-K/A filed on July
10, 2001 by Amerada Hess Corporation.
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.
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.