Oct. 2, 1998 Hicks, Muse, Tate & Furst, having invested $ 127.6 mm in Triton, will acquire up to 5 mm Triton shares in the open market.
Triton Energy Limited also has completed the restructuring of the Company's Board of Directors, and has named Hicks, Muse, Tate & Furst Chairman and Chief Executive Thomas O. Hicks as Chairman of Triton's reconstituted, ten-member board.
In addition, the Board elected James C. Musselman as President and Interim CEO, and Robert B. Holland, III as Chief Operating Officer.

Triton also announced that, in the second phase of the previously announced, Hicks Muse-led $ 350 mm investment in the Company, Hicks Muse plans to acquire, subject to any required regulatory approval, up to 5 mm shares of Triton Energy common stock through open-market purchases, beginning immediately.
Recently Triton had announced that Hicks Muse had completed an investment of $ 127.6 mm in Triton, representing completion of the first phase of the Hicks Muse-led equity investment program.
In addition to Mr. Hicks and Mr. Musselman, Triton's ten-member Board of Directors now consists of the following individuals: Sheldon R. Erikson, Chairman, President and CEO of Cooper Cameron; Jack D. Furst, a Managing Director and Principal of Hicks Muse; Fitzgerald S. Hudson, a General Partner of Hudson Group Partners; John R. Huff, Chairman and CEO of Oceaneering International; Michael E. McMahon, Principal of Rockport Partners; Lamar Norsworthy, Chairman and CEO of The Holly Corporation; C. Richard Vermillion, Chairman of Gammaloy Holdings L.P.; and J. Otis Winters, Chairman-Director of Pate, Winters & Stone.
Messrs. Furst, Hicks, Vermillion and Winters are new to the Triton Energy Board. Messrs. Erikson, Hudson, Huff, McMahon, Musselman and Norsworthy had previously been serving as Triton board members. Effective immediately, 5 Triton directors have resigned from the Company's board, including Ernest E. Cook, Jesse E. Hendricks, Thomas P. Kellogg, Jr., John P. Lewis, and Edwin D. Williamson.

Mr. Hicks said: "I'm very pleased to join the Triton Energy team as its non-executive chairman. My fellow board members and I are prepared to roll up our sleeves to work closely with Jim Musselman, Bob Holland and their colleagues on the management team to rebuild Triton, get it moving forward, aggressively pursue opportunities to build the Company through internal and external growth, and realise its full potential for the benefit of all Triton shareholders.
"Among our first priorities will be to bring in a world-class management team to work with Jim Musselman and Bob Holland, including a permanent CEO; to develop Triton's existing assets, which are substantial; and to seek attractive acquisition opportunities to further accelerate the Company's growth."
Mr. Musselman said: "We're tremendously pleased to have Hicks, Muse, Tate & Furst, one of the nation's largest, strongest and most successful private investment firms, as our financial partner, to help us take advantage of the many attractive opportunities we believe exist in the current energy industry environment. We are also very pleased to have such a strong, seasoned and committed board."

Triton and Hicks Muse had entered into a definitive agreement under which Hicks Muse would initially invest approximately $ 130 mm to acquire convertible preferred shares representing approximately 17 % of Triton's pro forma common shares outstanding. Following the initial Hicks Muse investment, the agreement called for Triton to issue rights to its shareholders to purchase approximately $ 220 mm in additional preferred shares, convertible into approximately 22 % of Triton's pro forma common shares outstanding. The agreement provided that Hicks Muse will purchase its pro rata share in addition to any shares not subscribed for in the rights offering. Upon completion of the rights offering, the total convertible preferred shares will represent approximately 35 % of the Company's pro forma common shares outstanding. The preferred shares will be convertible into ordinary shares at $ 17.50 per share and have an 8 % coupon.

The combined proceeds of the initial Hicks Muse investment and subsequent rights offering, less expenses, will be used to repay borrowings under the Company's existing credit facilities and for general corporate purposes. Like the now-completed initial Hicks Muse investment, the rights offering, which under the agreement will follow shortly thereafter, is subject to customary closing conditions.

The Triton Energy investment is the second major energy investment announced by Hicks Muse in the past weeks. Hicks Muse announced that it would invest $ 250 mm in Coho Energy for an approximately 62 % equity stake. These investments represent a new strategic initiative for Hicks Muse, reflecting the firm's confidence in the oil and gas industry's long-term prospects and belief that significant upside can be realised in the sector once the currently depressed pricing environment improves.