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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Forest Oil Corporation
----------------------
(Name of Issuer)
Common Stock, $.10 par value per share
--------------------------------------
(Title of Class of Securities)
346091 60 6
---------------------------
(CUSIP Number)
Julia Heintz, General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-4794
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 5, 1996
----------------
(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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO.: 346091 60 6
- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Joint Energy Development Investments Limited Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
N/A (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7 -0-
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,680,000 shares of Common Stock, $.10 par value
OWNED BY per share, of Forest Oil Corporation
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 3,680,000 shares of Common Stock, $.10 par value
per share, of Forest Oil Corporation
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,680,000 shares of Common Stock, $.10 par value per share, of
Forest Oil Corporation
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 N/A [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.1% of the Common Stock of Forest Oil Corporation
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
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SCHEDULE 13D
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CUSIP NO.: 346091 60 6
- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
N/A (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0-
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 3,680,000 shares of Common Stock, $.10 par value
per share, of Forest Oil Corporation
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 3,680,000 shares of Common Stock, $.10 par value
per share, of Forest Oil Corporation
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,680,000 shares of Common Stock, $.10 par value per share, of
Forest Oil Corporation
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 N/A [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.1% of the Common Stock of Forest Oil Corporation
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
<PAGE>
Capitalized terms that are used herein and are defined in the Schedule 13D of
Joint Energy Development Investments Limited Partnership and Enron Corp. filed
on February 1, 1996 (the "Initial Schedule 13D") have the meanings ascribed to
them in the Initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The information furnished under this Item in the Initial Schedule 13D is hereby
amended by the addition of the following:
On November 5, 1996, JEDI acquired 2,000,000 shares (the "New Shares") of Common
Stock pursuant to a Loan Termination Agreement with the Issuer. JEDI acquired
the New Shares in exchange for the cancellation of approximately $42,800,000
million in principal amount and accrued interest of a loan under a Loan
Agreement between JEDI and the Issuer and the payment by the Issuer to JEDI of
$13,469,122.40.
Item 4. Purpose of Transaction
----------------------
The information furnished under this Item in the Initial Schedule 13D is hereby
amended by the addition of "and the New Shares" after "The Shares" in the
second line.
Item 5. Interest in Securities of the Issuer
------------------------------------
The information furnished under this Item in the Initial Schedule 13D is hereby
amended by the deletion of the first sentence and the insertion in its place of
the following:
"JEDI beneficially owns and has the power to vote and dispose of shares of
Common Stock, representing approximately 12.1% of the shares of Common Stock
outstanding."
Item 6. Interest in Securities of the Issuer
------------------------------------
The information furnished under this Item in the Initial Schedule 13D is hereby
amended by the addition of the following:
(i) At the end of the first sentence shall be added the following:
", as amended by Amendment No. 2 to Registration Rights Agreement
dated November 5, 1996 between the Issuer and JEDI"
(ii) The following sentence shall be added at the end of the paragraph:
" JEDI and the Issuer have entered into Amendment No. 1 to
Shareholders Agreement dated November 5, 1996 that, among other
things, provides that (i) the New Shares are subject to the voting
restrictions of the Shareholders Agreement, (ii) except in certain
limited circumstances that permit earlier transfer, the New Shares
may only be transferred on or after May 31, 1997, and (iii) except in
limited circumstances that permit earlier transfer, fifty percent of
the Shares may only be transferred on or after July 31, 1997 and the
remainder of the Shares may only be transferred on or after
July 31, 1999."
<PAGE>
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 Amendment No. 1 to Shareholders Agreement dated November
5, 1996 between the Issuer and JEDI.
Exhibit 2 Amendment No. 2 to Registration Rights Agreement dated
November 5, 1996 between the Issuer and JEDI.
Signature:
- ---------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
November 14, 1996 JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED
PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general
partner
By:_________________________________
Peggy B. Menchaca
Vice President and Secretary
ENRON CORP.
By:______________________________________
Peggy B. Menchaca
Vice President and Secretary
EXHIBIT INDEX
Exhibit
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Exhibit 1 Amendment No. 1 to Shareholders Agreement dated November 5, 1996
between the Issuer and JEDI
Exhibit 2 Amendment No. 2 to Registration Rights Agreement dated November 5,
1996 between the Issuer and JEDI
<PAGE>
EXHIBIT 1
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
THIS AMENDMENT TO SHAREHOLDERS AGREEMENT ("Amendment") dated November 5,
1996 is between FOREST OIL CORPORATION, a New York corporation (the "Company"),
and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Shareholder").
RECITALS
WHEREAS, the Company and the Shareholder entered into a Shareholders
Agreement (the "Shareholders Agreement") dated January 24, 1996 relating to
shares of common stock, par value $.10 per share, of the Company ("Common
Stock") owned by the Shareholder.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, 2,000,000 shares of Common Stock shall
be issued to the Shareholder.
WHEREAS, the Company and the Shareholder wish to amend the Shareholders
Agreement to take account of the issue of the shares referred to above and to
make certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Shareholders Agreement shall be amended as follows:
(a) The following shall be added to Recital A:
The parties have further entered into the Loan Termination Agreement
(the "Loan Termination Agreement") dated November 5, 1996.
(b) Recital B shall be deleted and replaced by the following:
"B. Pursuant to the Second Restructure Agreement, JEDI has acquired
1,680,000 shares (the "Initial Exchange Shares") of the Company's
common stock, par value $.10 per share, together with the associated
Rights (as defined in the Second Restructure Agreement) (the "Common
Stock"). Pursuant to the Loan Termination Agreement, JEDI has
acquired 2,000,000 shares (the "Additional Exchange Shares") of
Common Stock. The Initial Exchange Shares and Additional Exchange
Shares are sometimes hereafter referred to as the "JEDI Shares."
<PAGE>
(c) In Article I:
(i) the definition of Permitted Transfer Date shall be deleted and
replaced by the following: "Permitted Transfer Date" means the
earlier of (a) the date on which Anschutz and its Affiliates or
Groups shall have sold 50% or more of the shares of Common Stock
beneficially owned by Anschutz and its Affiliates or Groups, which
figure shall include shares of Common Stock issuable pursuant to the
Second Series Convertible Preferred Stock, the JEDI/Anschutz Option
and the Tranche A Warrants (as each such term is defined in the
Second Restructure Agreement), held by Anschutz and its Affiliates or
Groups on the date hereof, but excluding any shares of Common Stock
issuable pursuant to the JEDI/Anschutz Option or the Tranche A
Warrants if such option or warrants expires or is canceled or
terminated during the period between the date hereof and July 27,
1999, or (b) (i) in the case of the Additional Exchange Shares, May
31, 1997, (ii) in the case of fifty percent of the Initial Exchange
Shares, July 31, 1997, and (iii) in the case of the remainder of the
Initial Exchange Shares, July 31, 1999."
(ii) the following shall be added to the definition of Transaction
Documents: "and the Loan Termination Agreement".
2. Except as modified by the terms of this Amendment, the terms of the
Shareholders Agreement shall continue in full force and effect. Any
reference in the Shareholders Agreement to "this Agreement" shall be deemed
to include the amendments to the Shareholders Agreement effected by this
Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on the
same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.
Joint Energy Development Investments
Limited Partnership
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By:
--------------------------------
Clifford P. Hickey
Vice President
FOREST OIL CORPORATION
By:
-------------------------------
Daniel L. McNamara
Corporate Secretary and Corporate Counsel
-3-
<PAGE>
EXHIBIT 2
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated
November 5, 1996 is between FOREST OIL CORPORATION, a New York corporation (the
"Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Shareholder").
Terms not otherwise defined herein have the meanings stated in the Loan
termination Agreement (as defined below) or, if not defined therein, in the
Second Restructure Agreement (as defined below) or, if not defined therein, in
the Restructure Agreement.
RECITALS
WHEREAS, the Company and the Shareholder entered into a Registration Rights
Agreement dated July 27, 1995, as amended by Amendment No. 1 to Registration
Rights Agreement dated January 24, 1996 (the "Registration Rights Agreement")
relating to registration rights granted by the Company to the Shareholder.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants were
exchanged for 1,680,000 shares of common stock of the Company, par value $.10
per share.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, certain debt owed by the Company to the
Shareholder shall, on the closing of the Loan Termination Agreement, be
exchanged for 2,000,000 shares of common stock of the Company, par value $.10
per share, together with certain cash.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange referred to in the immediately
preceding recital and to make certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Registration Rights Agreement shall be amended as follows:
(a) In the Recitals, the last sentence of Paragraph A shall be deleted
and the following substituted therefor: "The 1,680,000 shares of the
Common Stock of the Company acquired pursuant to the Second
Restructure Agreement (the "Initial Exchange Shares") and the
2,000,000 shares of Common Stock of the Company acquired
<PAGE>
pursuant to the Loan Termination Agreement (the "Additional Exchange
Shares") are together referred to as the "Registrable Shares"."
(b) In Section 1(a):
(i) the phrase "the date that is the Permitted Transfer Date (as
defined in the Shareholders Agreement dated January 24, 1996,
between the Company and the Shareholder)" shall be deleted and
replaced by "May 31, 1997";
(ii) each reference to "1,000,000 Registrable Shares" shall be
deleted and replaced by "800,000 Registrable Shares";
(iii) in the second line of sub-section (a)(1), "two" shall be
deleted and replaced by "three"; and
(iv) there shall be added the following sub-section (a)(3):
"any such written request may only relate to those Registrable
Shares to which, at the date of such request, the transfer
restrictions contained in Section 3.2 of the Shareholders
Agreement dated January 24, 1996 between the Company and the
Shareholder, as amended from time to time (the "Shareholders
Agreement") shall have ceased to apply. "
(c) In Section 1(b):
(i) The first two sentences shall be deleted and replaced by the
following:
"Subject to Sections 1(b)(4) and 1(b)(5), from and after the
Effective Date to and including the tenth anniversary thereof, if the
Company shall determine to register or qualify by a registration
statement filed under the Securities Act and under any applicable
state securities laws, any offering of any Equity Securities of the
Company, whether pursuant to Section 1(a) or otherwise, that shall
not be offered and sold on a delayed or continuous basis pursuant to
paragraph (ix) of Rule 415 under the Securities Act (or any successor
provision), or if the Company shall determine to offer for sale any
Equity Securities under a registration statement that shall provide
for the offering and sale of such Equity Securities on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415 under the
Securities Act (or any successor provision), the Company shall give
notice of such determination to each potential Registering
Shareholder and Other Registering Shareholder (collectively, the
"Transaction Registering Shareholders") about which the Company
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<PAGE>
has knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of the
existence of any pledgee of Registrable Shares. The Company shall, as
expeditiously as possible and in good faith, include in the same or
different registration statement such Registrable Shares and Other
Registrable Shares (collectively, the "Transaction Registrable
Shares"), as those persons shall specify by notice received by the
Company not later than 30 days after the giving of the notice by the
Company; provided any such Registrable Shares may only be included if
at the date of such notice the transfer restrictions contained in
Section 3.2 of the Shareholders Agreement shall have ceased to apply
to such Registrable Shares. Each person so notifying the Company
shall hereinafter be referred to as a "PIGGY-BACK SHAREHOLDER"."
(ii) The following Section 1(b)(5) shall be inserted:
"If, prior to the Effective Date, the Company shall, other than
pursuant to the exercise of a demand registration right by any
shareholder of the Company, determine to register or qualify by
a registration statement filed under the Securities Act and
under any applicable state securities laws, any offering of any
Equity Securities of the Company that shall not be offered and
sold on a delayed or continuous basis pursuant to paragraph (ix)
of Rule 415 under the Securities Act (or any successor
provision), or if the Company shall determine to offer for sale
any Equity Securities under a registration statement that shall
provide for the offering and sale of such Equity Securities on a
delayed or continuous basis pursuant to paragraph (ix) of Rule
415 under the Securities Act (or any successor provision), the
Company shall give notice of such determination to the
Transaction Registering Shareholders about which the Company has
knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of
the existence of any pledgee of Registrable Shares. The Company
shall, as expeditiously as possible and in good faith, include
in the same or different registration statement such Additional
Exchange Shares and Other Registrable Shares as such recipients
of such notice shall specify by notice received by the Company
not later than 30 days after the giving of the notice of the
Company; provided that the Company shall not be required to
include any such Additional Exchange Shares or Other Registrable
Shares owned by such Registering Shareholders in a registration
statement on Form S-4 or S-8 (or any successor form) or a
registration statement filed in connection with an exchange
offer or other offering of securities
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<PAGE>
solely to the then existing shareholders of the Company. If the
registration involves an underwritten offering, and the managing
underwriter of such offering advises the Company in writing
that, in its opinion, the number of securities requested to be
included in the registration is so great as would adversely
affect the offering, including the price as to which the
Additional Exchange Shares and Other Registrable Shares can be
sold, the Company will include in the registration the maximum
number of securities which it is so advised can be sold without
the adverse effect, allocated in accordance with the priorities
set forth in Section 1(b)(3)."
2. Except as modified by the terms of this Amendment, the terms of the
Registration Rights Agreement shall continue in full force and effect. Any
reference in the Registration Rights Agreement to "this Agreement" shall be
deemed to include the amendments to the Registration Rights Agreement
effected by this Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on the
same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.
Joint Energy Development Investments
Limited Partnership
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By:
--------------------------------
Clifford P. Hickey
Vice President
-4-
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FOREST OIL CORPORATION
By:
-------------------------------
Daniel L. McNamara
Corporate Secretary and Corporate Counsel
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