SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
(Exact name of Registrant as Specified in Charter)
DELAWARE NO. 1-1204 NO. 13-4921002
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 997-8500
N/A
(Former Name or Former Address, if Changed Since Last Report)
This Form 8-K/A amends Item 7 of Form 8-K dated August 29, 2001 (the "8-K") by
including the financial statements referred to below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
(i) The consolidated financial statements of Triton Energy Limited as
of December 31, 2000 and 1999 and for each of the three years
ended December 31, 2000, 1999, and 1998 are incorporated by
reference herein from Triton Energy Limited's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 (file number
1-11675).
(ii) The unaudited consolidated financial statements of Triton Energy
Limited as of June 30, 2001 and for the six months ended June 30,
2001 and 2000 are incorporated by reference herein from Triton
Energy Limited's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001.
(b) Pro Forma Financial Information.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet, pro
forma condensed consolidated statements of income and accompanying notes give
effect to the acquisition by Amerada Hess Corporation (the Corporation) of
Triton Energy Limited (Triton). The Corporation accounted for the acquisition
using the purchase method of accounting for business combinations. The pro forma
financial statements are based on the historical consolidated financial
statements of the Corporation and Triton and should be read in conjunction with
the historical financial statements, including footnotes. The Corporation and
Triton have filed historical financial statements with the Securities and
Exchange Commission on Forms 10-K and 10-Q.
The unaudited pro forma condensed consolidated balance sheet at June 30, 2001 is
presented as if the business combination occurred on June 30, 2001. The
unaudited pro forma condensed statements of income for the year ended December
31, 2000 and the six months ended June 30, 2001 are presented as if the business
combination had been completed on January 1, 2000.
The unaudited pro forma financial statements are presented for illustrative
purposes only. They are based on assumptions and do not purport to be indicative
of the results of operations or the financial position that would have actually
occurred if the acquisition had been consummated on the dates indicated or that
may be expected in the future.
The unaudited pro forma financial statements do not reflect any cost savings or
anticipated changes in expenses reflecting efficiencies resulting from combining
operations.
1
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2001
(in millions of dollars)
A S S E T S
AMERADA TRITON
HESS ENERGY PRO FORMA PRO
CORPORATION LIMITED ADJUSTMENTS FORMA
CURRENT ASSETS
$ (190)(a)
Cash and cash equivalents $ 58 $ 63 121 (b) $ 52
Accounts receivable 2,827 120 (80)(c) 2,867
Inventories 479 18 -- 497
Other current assets 361 10 -- 371
------- ------ ------- --------
Total current assets 3,725 211 (149) 3,787
------- ------ ------- --------
INVESTMENTS AND ADVANCES
HOVENSA L.L.C. 897 -- -- 897
Other 299 195 252 (d) 746
------- ------ ------- --------
Total investments and advances 1,196 195 252 1,643
------- ------ ------- --------
80 (c)
PROPERTY, PLANT AND EQUIPMENT, NET 5,226 754 1,761 (d) 7,821
------- ------ ------- --------
NOTE RECEIVABLE 419 -- -- 419
------- ------ ------- --------
DEFERRED INCOME TAXES AND OTHER ASSETS 298 107 (100)(d) 305
------- ------ ------- --------
GOODWILL -- -- 965 (e) 965
------- ------ ------- --------
TOTAL ASSETS $10,864 $1,267 $ 2,809 $ 14,940
======= ====== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
AMERADA TRITON
HESS ENERGY PRO FORMA PRO
CORPORATION LIMITED ADJUSTMENTS FORMA
CURRENT LIABILITIES
Accounts payable - trade $ 1,784 $ 3 $ -- $ 1,787
78 (h)
55 (f)
Accrued liabilities 866 106 30 (a) 1,135
Taxes payable 477 32 -- 509
Notes payable 8 -- -- 8
Current maturities of long-term debt 274 -- -- 274
------- ------ ------- --------
Total current liabilities 3,409 141 163 3,713
------- ------ ------- --------
2,623 (a)
LONG-TERM DEBT 1,998 500 55 (d) 5,176
------- ------ ------- --------
(8)(d)
TOTAL DEFERRED LIABILITIES AND CREDITS 836 38 564 (g) 1,430
------- ------ ------- --------
TOTAL STOCKHOLDERS' EQUITY 4,621 588 (588)(i) 4,621
------- ------ ------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,864 $ 1,267 $ 2,809 $14,940
======= ======= ======= =======
See accompanying notes to unaudited pro forma consolidated financial
information.
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AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Six Months Ended June 30, 2001
(in millions of dollars, except per share data)
AMERADA TRITON
HESS ENERGY PRO FORMA PRO
CORPORATION LIMITED ADJUSTMENTS FORMA
REVENUES
Sales (excluding excise taxes) and
other operating revenues $ 7,644 $ 267 $ -- $ 7,911
Non-operating income
Equity in income of HOVENSA L.L.C. 66 -- -- 66
Other 84 2 -- 86
------- ------- ------- -------
Total revenues 7,794 269 -- 8,063
------- ------- ------- -------
COSTS AND EXPENSES
Cost of products sold 5,168 -- -- 5,168
Production expenses 326 59 1 (j) 386
Marketing expenses 305 -- -- 305
Exploration expense, including dry holes
and lease impairment 157 -- 18 (j) 175
Other operating expenses 110 -- -- 110
General and administrative expenses 123 12 -- 135
77 (k)
(52)(l)
Interest expense 81 14 5 (j) 125
Depreciation, depletion and amortization 410 59 49 (m) 518
------- ------- ------- -------
Total costs and expenses 6,680 144 98 6,922
------- ------- ------- -------
Pro forma income before income taxes 1,114 125 (98) 1,141
Provision for income taxes 420 49 (23)(n) 446
------- ------- ------- -------
PRO FORMA INCOME $ 694 $ 76 $ (75) $ 695
======= ======= ======= =======
PRO FORMA INCOME PER SHARE
BASIC $ 7.86 $ 1.64 $ 7.88
======= ======= =======
DILUTED $ 7.77 $ 1.28 $ 7.79
======= ======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING (IN THOUSANDS)
BASIC 88,159 37,462 88,159
DILUTED 89,267 59,378 89,267
See accompanying notes to unaudited pro forma consolidated financial
information.
3
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2000
(in millions of dollars, except per share data)
AMERADA TRITON
HESS ENERGY PRO FORMA PRO
CORPORATION LIMITED ADJUSTMENTS FORMA
REVENUES
Sales (excluding excise taxes) and
other operating revenues $11,993 $ 328 $ -- $12,321
Non-operating income
Equity in income of HOVENSA L.L.C. 121 -- -- 121
Other 163 15 -- 178
------- ------- ------- -------
Total revenues 12,277 343 -- 12,620
------- ------- ------- -------
COSTS AND EXPENSES
Cost of products sold 7,883 -- -- 7,883
Production expenses 557 55 4 (j) 616
Marketing expenses 542 -- -- 542
Exploration expense, including dry holes
and lease impairment 289 -- 49 (j) 338
Other operating expenses 234 -- -- 234
General and administrative expenses 224 24 (4)(j) 244
154 (k)
(100)(l)
Interest expense 162 17 11 (j) 244
Depreciation, depletion and amortization 714 55 55 (m) 824
Impairment of assets and operating leases -- 55 (54)(j) 1
------- ------- ------- -------
Total costs and expenses 10,605 206 115 10,926
------- ------- ------- -------
Pro forma income before income taxes 1,672 137 (115) 1,694
Provision for income taxes 649 61 (26)(n) 684
------- ------- ------- -------
PRO FORMA INCOME $ 1,023 $ 76 $ (89) $ 1,010
======= ======= ======= =======
PRO FORMA INCOME PER SHARE
BASIC $ 11.48 $ 1.27 $ 11.34
======= ======= =======
DILUTED $ 11.38 $ 1.20 $ 11.24
======= ======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING (IN THOUSANDS)
BASIC 89,063 36,551 89,063
DILUTED 89,878 38,604 89,878
See accompanying notes to unaudited pro forma consolidated financial
information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions)
Note 1: Basis of Presentation. The unaudited pro forma condensed consolidated
balance sheet is based on the unaudited consolidated balance sheets of Amerada
Hess Corporation (the Corporation) and Triton Energy Limited (Triton) at June
30, 2001. The unaudited pro forma condensed consolidated statements of income
are based on the unaudited statements of income for the six-months ended June
30, 2001 and the audited statements of income for the year ended December 31,
2000 of the Corporation and Triton. The Corporation's and Triton's consolidated
financial statements are prepared in conformity with generally accepted
accounting principles and require estimates that affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities.
The Corporation will account for the acquisition of Triton using the accounting
standards established in Statement of Financial Accounting Standard Nos. 141,
Business Combinations, and 142, Goodwill and Other Intangible Assets. FAS 141
requires use of the purchase method of accounting for business combinations. FAS
142 requires that goodwill not be amortized and that goodwill be reviewed for
impairment at least annually.
The unaudited pro forma financial statements are only illustrative. They are
based on assumptions and do not purport to be indicative of the results of
operations or the financial position that would have actually occurred if the
combination had been consummated on the dates indicated or that may be expected
in the future.
Note 2: Accounting Policies and Financial Statement Classifications. The
Corporation uses the successful efforts method of accounting for oil and gas
exploration and production; Triton used the full cost method. The pro forma
adjustments include entries that conform Triton's accounting to the successful
efforts method. All other accounting policies of the combining companies are
substantially comparable.
Certain items in the consolidated financial statements of Triton have been
reclassified to conform to the line-item presentation in the pro forma financial
statements.
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Note 3: Pro Forma Adjustments. The unaudited pro forma financial statements
reflect the merger using the purchase method of accounting.
Amerada Hess Corporation cash used at closing $ 190
Borrowings, mainly at fixed rates 2,623
Transaction costs accrued 30
------
2,843
------
Allocation of purchase price
Fair value of assets acquired 3,301
Less fair value of liabilities assumed 1,423
------
1,878
------
Excess of purchase price over fair value
of net assets acquired (goodwill) $ 965
======
The following pro forma adjustments reflect estimates and assumptions made by
the Corporation:
Pro Forma Balance Sheet
(a) To record Amerada Hess Corporation cash paid, debt incurred and
transaction costs accrued to acquire Triton.
(b) To record the exercise of outstanding Triton stock options at the
closing date.
(c) To reclassify and conform line item presentation.
(d) To record assets acquired and liabilities assumed at fair market value,
including property, plant and equipment, investment in an oil and gas
corporate joint venture and debt.
(e) To record goodwill (excess of purchase price over fair value of net
assets acquired).
(f) To accrue Triton transaction costs related to the acquisition.
(g) To record additional deferred income taxes resulting from acquisition.
(h) To record liability for purchase of remaining shares (approximately
2.7% of outstanding Triton stock).
(i) To eliminate Triton's stockholder equity accounts.
Pro Forma Income Statement
(j) To record adjustments to convert Triton to the successful efforts
method of accounting for oil and gas operations and to reclassify and
conform line item presentation.
(k) To record interest expense on debt used to finance the acquisition. The
interest rate is approximately 6.2%.
(l) To record capitalized interest on projects under development.
(m) To record additional depreciation, depletion and amortization based on
the units of production method.
(n) To record income tax effects on the pro forma adjustments based on
estimated tax rates.
6
Note 4: Pro Forma Earnings Per Share. The pro forma income per share is based
on pro forma income and the weighted average number of outstanding common
shares. Diluted income per share includes the effect of dilutive securities,
including stock options.
Note 5: Cost Savings and Integration Related Expenses. The unaudited pro forma
financial statements do not reflect any anticipated cost savings or efficiencies
resulting from combining operations.
(c) Exhibits.
Exhibit No. Description
----------- -----------
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)
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants. (5)
7
(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.
(5) Filed herewith.
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SIGNATURE
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: October 25, 2001
AMERADA HESS CORPORATION
By: /s/John Y. Schreyer
----------------------------
Name: John Y. Schreyer
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
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)
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants. (5)
(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.
(5) Filed herewith.
10