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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-16125
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FOREST OIL CORPORATION
(Name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 25-0484900
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) No.)
</TABLE>
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DANIEL L. MCNAMARA
CORPORATE COUNSEL AND SECRETARY
FOREST OIL CORPORATION
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
ALAN P. BADEN
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 758-2222
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JANUARY 31, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
FOREST OIL CORPORATION
E
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
------------------
Forest Oil Corporation ("Forest" or the "Company") may from time to time
offer (i) its unsecured senior debt securities (the "Senior Debt Securities"),
(ii) its unsecured subordinated debt securities (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities"), which may be convertible into shares of common stock, par value
$.10 per share, of the Company (the "Common Stock"), (iii) shares of its
preferred stock, par value $.01 per share (the "Preferred Stock"), which may be
convertible into shares of Common Stock or exchangeable for Debt Securities and
(iv) shares of its Common Stock. The Preferred Stock and the Common Stock are
collectively referred to as the "Equity Securities," and the Debt Securities and
the Equity Securities are collectively referred to as the "Securities." The
Securities offered pursuant to this Prospectus may be offered separately or
together in one or more series up to an aggregate public offering price of
$250,000,000 (or the equivalent thereof in foreign currency or currency units)
at individual prices and on terms to be determined at the time of the offering
and set forth in one or more supplements to this Prospectus (each, a "Prospectus
Supplement").
The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the applicable Prospectus Supplement and,
among other things, will include, where applicable, (i) in the case of Debt
Securities, the specific designation, aggregate principal amount offered,
ranking, rate or rates of interest or the provisions for determining such rate
or rates and the time of payment thereof, maturity, currency of payment, terms
relating to redemption (whether mandatory, at the option of the Company or the
holder), terms for sinking fund payments, terms for conversion into Common
Stock, additional covenants and the initial public offering price, (ii) in the
case of shares of Preferred Stock, the number of shares, specific title and
stated value, any dividend, liquidation, redemption, conversion, exchange,
voting and other rights and restrictions and the initial public offering price
and (iii) in the case of shares of Common Stock, the number of shares of Common
Stock and the terms of the offering and sale thereof.
The applicable Prospectus Supplement will also contain information, where
applicable, about certain U.S. Federal income taxes, accounting and other
considerations relating to, and any listing on a securities exchange of, the
Securities covered by such Prospectus Supplement.
The Securities may be sold directly by the Company, through agents
designated by the Company from time to time or through underwriters or dealers
designated by the Company from time to time. If any agents of the Company or any
dealers or underwriters are involved in the sale of the Securities in respect of
which this Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable agent's commission, dealer's purchase price or
underwriter's discount will be as set forth in or may be calculated from the
applicable Prospectus Supplement. The net proceeds to the Company from such sale
will be the purchase price of such Securities less such commission in the case
of an agent, the purchase price of such Securities in the case of a dealer or
the public offering price of such Securities less such discount in the case of
an underwriter and less, in each case, other attributable issuance expenses. See
"Plan of Distribution" for indemnification arrangements for agents, dealers, and
underwriters.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at the following addresses: Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon the payment of fees prescribed by the Commission. In addition,
the Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at http://www.sec.gov. Similar information concerning the
Company can also be inspected at the offices of the Nasdaq National Market, at
1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"), of which this Prospectus is a
part, which Forest has filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). Statements contained herein concerning
the provisions of any contract or other document are necessarily summaries of
such contracts or documents filed with the Commission. Copies of the
Registration Statement are on file at the offices of the Commission and may be
obtained, upon payment of fees prescribed by the Commission, or may be examined
without charge at the public reference facilities of the Commission described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents, which have been filed with the Commission pursuant to the
Exchange Act (File No. 0-4597):
(a) The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995 (the "1995 Annual Report");
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 1996 and the Company's Quarterly Report
on Form 10-Q/A for the quarterly period ended September 30, 1996; and
(c) The Company's Current Reports on Form 8-K dated April 15, August 7
and October 30, 1996 and January 28, 1997.
All reports and any definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such
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<PAGE>
documents). Such requests should be directed to Daniel L. McNamara, Corporate
Counsel and Secretary, Forest Oil Corporation, 1600 Broadway, Suite 2200,
Denver, Colorado 80202 (telephone: (303) 812-1400).
THE COMPANY
Forest and its subsidiaries are engaged in the acquisition, exploration,
development, production and marketing of natural gas and crude oil in North
America. The Company was incorporated in New York in 1924, the successor to a
company formed in 1916, and has been a publicly held company since 1969. The
Company is active in several of the major exploration and producing areas in and
offshore the United States and in Canada. Forest's principal reserves and
producing properties are located in the Gulf of Mexico, Texas, Oklahoma and
Canada. The Company operates from production offices located in Lafayette,
Louisiana and Denver, Colorado. In January 1996, the Company established an
administrative and production office in Calgary, Alberta, Canada. Forest's
corporate headquarters are located in Denver, Colorado. The Company's principal
offices are located at 1600 Broadway, Suite 2200, Denver, Colorado 80202
(telephone: (303) 812-1400).
USE OF PROCEEDS
Except as otherwise provided in an applicable Prospectus Supplement, the net
proceeds from the sale of the Securities will be used for the acquisition of oil
and gas properties, capital expenditures, the repayment of subordinated
debentures or other debt, or repayments of borrowings under revolving credit
agreements or for other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
A description of the Company's ratio of earnings to fixed charges or
earnings to combined fixed charges and preferred stock dividends, as applicable,
on a consolidated basis, will appear in an applicable Prospectus Supplement.
DESCRIPTION OF DEBT SECURITIES
Debt Securities may be issued from time to time under one or more
indentures, each dated as of a date on or prior to the issuance of the Debt
Securities to which it relates. Senior Debt Securities and Subordinated Debt
Securities may be issued pursuant to separate indentures (respectively, a
"Senior Indenture" and a "Subordinated Indenture"), in each case between the
Company and a trustee (a "Trustee"), which may be the same Trustee, and in the
form that has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part, subject to such amendments or supplements as may be
adopted from time to time. The Senior Indenture and the Subordinated Indenture,
as amended or supplemented from time to time, are sometimes referred to
individually as an "Indenture" and collectively as the "Indentures." Each
Indenture will be subject to and governed by the Trust Indenture Act of 1939, as
amended (the "TIA"). The statements made hereunder relating to the Debt
Securities and the Indentures are summaries of the anticipated provisions
thereof, do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the applicable
Indenture, including the definitions therein of certain terms and those terms
made part of such Indenture by reference to the TIA, as in effect on the date of
such Indenture, and to such Debt Securities. Certain capitalized terms used
below and not defined have the respective meanings assigned to them in the
applicable Indenture.
TERMS
The Debt Securities will be unsecured obligations of the Company. The
Indebtedness represented by (i) Senior Debt Securities will rank PARI PASSU in
right of payment with all other unsecured and unsubordinated Indebtedness of the
Company and (ii) Subordinated Debt Securities will be subordinated
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in right of payment to the prior payment in full of all Senior Indebtedness (as
defined below) of the Company. See "--Ranking of Debt Securities." The
particular terms of the Debt Securities offered by a Prospectus Supplement will
be described in such Prospectus Supplement, along with any applicable
modifications of or additions to the general terms of the Debt Securities as
described herein and in the applicable Indenture and any applicable U.S. Federal
income tax considerations. Accordingly, for a description of the terms of any
Series of Debt Securities, reference must be made to both the Prospectus
Supplement relating thereto and the description of the Debt Securities set forth
in this Prospectus.
Each Indenture will provide for the issuance by the Company from time to
time of its Debt Securities in one or more Series. The aggregate principal
amount of Debt Securities which may be issued under each Indenture will be
unlimited and each Indenture will set forth the specific terms of any Series of
Debt Securities or provide that such terms shall be set forth in, or determined
pursuant to, an Authorizing Resolution and/or a supplemental indenture, if any,
relating to such Series.
The specific terms of each Series of Debt Securities will be set forth in
the applicable Prospectus Supplement relating thereto, including the following,
as applicable:
1. the title of such Debt Securities and whether such Debt Securities
are Senior Debt Securities or Subordinated Debt Securities;
2. the aggregate principal amount of such Debt Securities and any limit
on such aggregate principal amount;
3. the price (expressed as a percentage of the principal amount
thereof) at which such Debt Securities will be issued and, if other than the
principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof, or, if
applicable, the portion of the principal amount of such Debt Securities that
is convertible into Common Stock or the method by which any such portion
shall be determined;
4. if convertible into Common Stock, the terms on which such Debt
Securities are convertible, including the initial conversion price, the
conversion period, any events requiring an adjustment of the applicable
conversion price and any requirements relating to the reservation of such
shares of Common Stock for purposes of conversion;
5. the date or dates, or the method for determining such date or dates,
on which the principal of such Debt Securities will be payable and, if
applicable, the terms on which such maturity may be extended;
6. the rate or rates (which may be fixed or floating), or the method by
which such rate or rates shall be determined, at which such Debt Securities
will bear interest, if any;
7. the date or dates, or the method for determining such date or dates,
from which any such interest will accrue, the dates on which any such
interest will be payable, the record dates for such interest payment dates,
or the method by which such dates shall be determined, the persons to whom
such interest shall be payable, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30 day months;
8. the place or places where the principal of and interest, if any, on
such Debt Securities will be payable, where such Debt Securities may be
surrendered for registration of transfer or exchange and where notices or
demands to or upon the Company in respect of such Debt Securities and the
applicable Indenture may be served;
9. the period or periods, if any, within which, the price or prices at
which and the other terms and conditions upon which such Debt Securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, as a whole or in part, at the option of the Company;
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10. the obligation, if any, of the Company to redeem, repay or purchase
such Debt Securities pursuant to any Sinking Fund (as defined in the
applicable Indenture) or analogous provision or at the option of a holder
thereof, and the period or periods within which, the price or prices at
which and the other terms and conditions upon which such Debt Securities
will be redeemed, repaid or purchased, as a whole or in part, pursuant to
such obligations;
11. if other than U.S. dollars, the currency or currencies in which the
principal of and interest, if any, on such Debt Securities are denominated
and payable, which may be a foreign currency or units of two or more foreign
currencies or a composite currency or currencies, and the terms and
conditions relating thereto;
12. whether the amount of payments of principal of or interest, if any,
on such Debt Securities may be determined with reference to an index,
formula or other method (which index, formula or method may, but need not
be, based on the yield on or trading price of other securities, including
United States Treasury securities, or on a currency, currencies, currency
unit or units, or composite currency or currencies) and the manner in which
such amounts shall be determined;
13. whether the principal of or interest, if any, on the Debt Securities
of the Series are to be payable, at the election of the Company or a holder
thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Debt Securities are
denominated or stated to be payable and the period or periods within which,
and the terms and conditions upon which, such election may be made;
14. provisions, if any, granting special rights to the holders of Debt
Securities of the Series upon the occurrence of such events as may be
specified;
15. any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to Debt Securities of the
Series, whether or not such Events of Default (as defined below) or
covenants are consistent with the Events of Default or covenants described
herein;
16. whether Debt Securities of the Series are to be issuable initially
in temporary global form and whether any Debt Securities of the Series are
to be issuable in permanent global form and, if so, whether beneficial
owners of interests in any such security in permanent global form may
exchange such interests for Debt Securities of such Series and of like tenor
of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in the
applicable Indenture, and, if Debt Securities of the Series are to be
issuable as a Global Security (as defined below), the identity of the
depository for such Series;
17. the applicability, if any, of the defeasance and covenant defeasance
provisions of the applicable Indenture to the Debt Securities of the Series;
and
18. any other terms of the Series (which terms shall not be inconsistent
with the provisions of the Indenture under which the Debt Securities are
issued).
If so provided in the applicable Prospectus Supplement, the Debt Securities
may be issued at a discount below their principal amount and provide for less
than the entire principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount Securities"). In
such cases, all material U.S. Federal income tax, accounting and other
considerations applicable to Original Issue Discount Securities will be
described in the applicable Prospectus Supplement.
Except as may be set forth in the applicable Prospectus Supplement, the Debt
Securities will not contain any provisions that would limit the ability of the
Company to incur Indebtedness or that would afford holders of Debt Securities
protection in the event of a highly leveraged transaction involving the Company
or in the event of a change of control. Reference is made to the applicable
Prospectus Supplement for information with respect to any deletions from,
modifications of or additions to the Events
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of Default or covenants of the Company that are described below, including any
addition of a covenant or other provision providing event risk or similar
protection.
DENOMINATION, INTEREST, REGISTRATION AND TRANSFER
Unless otherwise described in the applicable Prospectus Supplement, the Debt
Securities of each Series will be issued only in registered form, without
coupons, in denominations of $1,000 and integral multiples thereof, or in such
other currencies or denominations as may be set forth in the applicable
Indenture or specified in, or pursuant to, an Authorizing Resolution and/or
supplemental indenture, if any, relating to such Series of Debt Securities.
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of and interest, if any, on any Series of Debt Securities will be
payable at the corporate trust office of the applicable Trustee, the address of
which will be stated in the applicable Prospectus Supplement; PROVIDED THAT, at
the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears in the applicable
register for such Debt Securities.
Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any Series will be exchangeable for any
authorized denomination of other Debt Securities of the same Series and of a
like aggregate principal amount and tenor upon surrender of such Debt Securities
at the corporate trust office of the applicable Trustee or at the office of any
registrar designated by the Company for such purpose. In addition, subject to
certain limitations imposed upon Debt Securities issued in book-entry form, the
Debt Securities of any Series may be surrendered for registration of transfer or
exchange thereof at the corporate trust office of the applicable Trustee or at
the office of any registrar designated by the Company for such purpose. No
service charge will be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with certain transfers and exchanges.
The Company may act as registrar and may change any registrar without notice.
MERGER, CONSOLIDATION OR SALE OF ASSETS
The Company shall not consolidate with or merge with or into any other
corporation or transfer all or substantially all of its property and assets as
an entirety to any person, unless (i) either the Company shall be the continuing
person, or the person (if other than the Company) formed by such consolidation
or into which the Company is merged or to which all or substantially all of the
properties and assets of the Company as an entirety are transferred is a
corporation organized and existing under the laws of the United States or any
State thereof or the District of Columbia which expressly assumes all of the
obligations of the Company under each Series of Debt Securities and the
Indenture with respect to each such Series and (ii) immediately before and
immediately after giving effect to such transaction, no Event of Default and no
event which, after notice or passage of time or both, would become an Event of
Default shall have occurred and be continuing. Notwithstanding the foregoing,
any Subsidiary may consolidate with, merge with or into or transfer all or part
of its properties and assets to the Company or any other Subsidiary or
Subsidiaries.
RANKING OF DEBT SECURITIES
SENIOR DEBT SECURITIES
The Senior Debt Securities will constitute unsecured senior obligations of
the Company and will rank PARI PASSU in right of payment with all other Senior
Indebtedness (as defined below) of the Company. However, the Senior Debt
Securities will be effectively subordinated in right of payment to all secured
Indebtedness of the Company to the extent of the value of the assets securing
such Indebtedness and will be effectively subordinated to all indebtedness of
the Company's Subsidiaries and all mandatory redemption preferred stock of the
Company's Subsidiaries. Except as otherwise set forth in the applicable Senior
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Indenture or specified in an Authorizing Resolution and/or supplemental
indenture, if any, relating to a Series of Senior Debt Securities to be issued,
there will be no limitations in any Senior Indenture on the amount of additional
Indebtedness which may rank PARI PASSU with the Senior Debt Securities or on the
amount of Indebtedness, secured or otherwise, which may be incurred or preferred
stock which may be issued by any of the Company's Subsidiaries.
SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will constitute unsecured obligations of
the Company. Unless otherwise provided in the applicable Prospectus Supplement,
the payment of principal of, interest on and all other amounts owing in respect
of the Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full in cash of principal of, interest on and all other
amounts owing in respect of all Senior Indebtedness of the Company. Upon any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any total or partial
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors or marshaling of assets of the Company or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding relating to
the Company or its property, whether voluntary or involuntary, all principal of,
interest on and all other amounts due or to become due upon all Senior
Indebtedness shall first be paid in full in cash, or such payment duly provided
for to the satisfaction of the holders of Senior Indebtedness, before any
payment or distribution of any kind or character is made on account of any
principal of, interest on or other amounts owing in respect of the Subordinated
Debt Securities, or for the acquisition of any of the Subordinated Debt
Securities for cash, property or otherwise. If any default occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, or regularly accruing fees with respect
to, any Senior Indebtedness (a "Payment Default"), no payment of any kind or
character shall be made by or on behalf of the Company or any other person on
its or their behalf with respect to any principal of, interest on or other
amounts owing in respect of the Subordinated Debt Securities or to acquire any
of the Subordinated Debt Securities for cash, property or otherwise.
Upon the happening of any default or event of default (other than a Payment
Default) (including any event which with the giving of notice or the lapse of
time or both would become an event of default and including any default or event
of default which would result upon any payment with respect to the Subordinated
Debt Securities) with respect to any Senior Indebtedness of the Company, as such
default or event of default is defined therein or in the instrument or agreement
or other document under which it is outstanding, then upon written notice
thereof given to the Company and the Trustee by a holder or holders of any
Senior Indebtedness of the Company or their Representative (as defined in the
applicable Indenture) ("Payment Notice"), no payment shall be made by or on
behalf of the Company, with respect to the principal of, premium, if any, or
interest on the Subordinated Debt Securities, during the period (the "Payment
Blockage Period") commencing on the date of such receipt of such Payment Notice
and ending on the earlier of (x) the date, if any, on which such default is
cured or waived or ceases to exist or the Senior Indebtedness to which such
default relates is discharged and (y) the 120th day after the date of receipt of
such Payment Notice. The Company may resume payments on the Subordinated Debt
Securities after such Payment Blockage Period. Not more than one Payment Notice
may be given in any consecutive 360-day period with respect to any Senior
Indebtedness, irrespective of the number of defaults with respect to Senior
Indebtedness during such period, and the giving of a Payment Notice will not
prevent the payment of an installment of principal of or interest on the
Subordinated Debt Securities for more than 120 days, except that the
commencement of a Payment Blockage Period by any holders of or the trustee for
Senior Indebtedness other than Indebtedness under the Company's revolving loan
and letter of credit facility with The Chase Manhattan Bank, N.A. and a group of
other lenders (the "Bank Credit Facility"), (the "Initial Payment Blockage
Period") will not prevent the commencement of a subsequent Payment Blockage
Period (the "Subsequent Payment Blockage Period") by the Agent under the Bank
Credit Facility, PROVIDED, HOWEVER, that in no event may the Subsequent Payment
Blockage Period end later than
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the 179th day after the date of receipt of the Payment Notice with respect to
the Initial Payment Blockage Period. Notwithstanding the foregoing, (a) no event
of default that existed or was continuing on the date of any Payment Notice
shall be made the basis for the giving of a subsequent Payment Notice unless all
such events of default shall have been cured or waived for a period of at least
90 consecutive days after such date, and (b) if the Company or the Trustee
receives any Payment Notice, a similar notice relating to or arising out of the
same default or facts giving rise to such default (whether or not such default
is on the same issue of Senior Indebtedness of the Company), unless cured or
waived for a period of at least 90 consecutive days, shall not be effective for
purposes of this paragraph.
The Subordinated Indentures will not restrict the amount of Senior
Indebtedness or other Indebtedness of the Company or any Subsidiary. As a result
of the foregoing provisions, in the event of the Company's insolvency, holders
of the Subordinated Debt Securities may recover ratably less than general
creditors of the Company.
"Senior Indebtedness" will be defined in each Subordinated Indenture as
Indebtedness of the Company, whether outstanding on the date of issue of any
Subordinated Debt Securities or thereafter created, incurred, assumed or
guaranteed by the Company, other than the following: (i) any Indebtedness as to
which, by the terms of the instrument creating or evidencing such Indebtedness,
it is expressly provided that such Indebtedness is subordinated in right of
payment to all Indebtedness of the Company not expressly subordinated to such
Indebtedness, (ii) any Indebtedness which, by its terms, expressly refers to the
Subordinated Debt Securities and states that such Indebtedness shall not be
senior, shall be PARI PASSU or shall be subordinated in right of payment to the
Subordinated Debt Securities and (iii) the Subordinated Debt Securities of the
same or another Series.
DISCHARGE
Unless otherwise provided in the applicable Prospectus Supplement, the
Company generally may terminate its obligations under any Series of Debt
Securities and the Indenture with respect to such Series, at any time, (a) by
delivering all outstanding Debt Securities of such Series to the applicable
Trustee for cancellation and paying all sums payable by it under such Debt
Securities and the Indenture with respect to such Series or (b) after giving
notice to the Trustee of its intention to defease all of the Debt Securities of
such Series, by irrevocably depositing with the Trustee or a paying agent (other
than the Company or a Subsidiary) (i) in the case of any Debt Securities of any
Series denominated in U.S. dollars, cash or U.S. Government Obligations
sufficient to pay all principal of and interest on such Debt Securities and (ii)
in the case of any Debt Securities of any Series denominated in any currency
other than U.S. dollars, an amount of the Required Currency sufficient to pay
all principal of and interest on such Debt Securities; PROVIDED that if such
irrevocable deposit pursuant to (b) above is made on or prior to one year from
the Stated Maturity for payment of principal of such Series of Debt Securities,
the Company shall have delivered to the Trustee either an opinion of counsel
with no material qualifications or a favorable ruling of the Internal Revenue
Service, in either case to the effect that holders of such Debt Securities (i)
will not recognize income, gain or loss for U.S. Federal income tax purposes as
a result of such deposit (and the defeasance contemplated in connection
therewith) and (ii) will be subject to U.S. Federal income tax on the same
amounts and in the same manner and at the same time as would have been the case
if such deposit and defeasance had not occurred.
MODIFICATION AND WAIVER
Modification and amendment of an Indenture will be permitted to be made by
the Company and the Trustee with the consent of the holders of not less than a
majority in principal amount of the outstanding Debt Securities of all Series
affected thereby (voting as a single class); PROVIDED that such modification or
amendment may not, without the consent of each holder of the Debt Securities
affected thereby, (i) change the Stated Maturity of the principal of or any
installment of interest with respect to the Debt Securities; (ii) reduce the
principal amount of, or the rate of interest on, the Debt Securities; (iii)
change the currency
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<PAGE>
of payment of principal of or interest on the Debt Securities; (iv) impair the
right to institute suit for the enforcement of any payment on or with respect to
the Debt Securities; (v) reduce the above-stated percentage of holders of the
Debt Securities of any Series necessary to modify or amend the Indenture
relating to such Series; (vi) modify the foregoing requirements or reduce the
percentage of outstanding Debt Securities necessary to waive any covenant or
past default; (vii) in the case of any Subordinated Indenture, modify the
subordination provisions thereof in a manner adverse to the holders of
Subordinated Debt Securities of any Series then outstanding; or (viii) in the
case of any convertible Debt Securities, adversely affect the right to convert
the Debt Securities into Common Stock in accordance with the provisions of the
applicable Indenture. Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of all Series affected thereby (voting as a
single class) may waive certain past defaults and may waive compliance by the
Company with any provision of the Indenture relating to such Debt Securities
(subject to the immediately preceding sentence); PROVIDED that, (i) without the
consent of each holder of Debt Securities affected thereby, no waiver may be
made of a default in the payment of the principal of or interest on any Debt
Security and (ii) only the holders of a majority in principal amount of Debt
Securities of a particular Series may waive compliance with a provision of the
Indenture relating to such Series or the Debt Securities of such Series having
applicability solely to such Series.
EVENTS OF DEFAULT AND NOTICE THEREOF
Unless otherwise provided in the applicable Prospectus Supplement, each
Indenture will provide that the following events are "Events of Default" with
respect to any Series of Debt Securities issued thereunder (i) failure of the
Company to pay interest on any Debt Securities of such Series within 30 days of
when due or principal of any Debt Securities of such Series when due (including
any Sinking Fund installment); (ii) failure to perform any other agreement
contained in the Debt Securities of such Series or the Indenture relating to
such Series (other than an agreement relating solely to another Series of Debt
Securities) for 60 days after notice; (iii) certain events of bankruptcy,
insolvency or reorganization with respect to the Company. Additional or
different Events of Default, if any, applicable to the Series of Debt Securities
in respect of which this Prospectus is being delivered will be specified in the
applicable Prospectus Supplement.
Each Indenture will provide that the Trustee under such Indenture shall,
within 75 days after the occurrence of any default (the term "default" to
include the events specified above without grace or notice) with respect to any
Series of Debt Securities actually known to it, give to the holders of such Debt
Securities notice of such default; PROVIDED that, except in the case of a
default in the payment of principal of or interest on any of the Debt Securities
of such Series or in the payment of any Sinking Fund installment, the Trustee
for such Series shall be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
holders of such Debt Securities. Each Indenture will require the Company to
certify to the Trustee under such Indenture quarterly as to whether any default
exists.
In case an Event of Default (other than an Event of Default resulting from
bankruptcy, insolvency or reorganization) with respect to any Series of Debt
Securities shall occur and be continuing, the Trustee for such Series or the
holders of at least 25% in aggregate principal amount of the Debt Securities of
such Series then outstanding, by notice in writing to the Company (and to the
Trustee for such Series if given by the holders of the Debt Securities of such
Series), will be entitled to declare all unpaid principal of and accrued
interest on such Debt Securities then outstanding to be due and payable
immediately. In case an Event of Default resulting from certain events of
bankruptcy, insolvency or reorganization shall occur, all unpaid principal of
and accrued interest on all Debt Securities of such Series then outstanding
shall be due and payable immediately without any declaration or other act on the
part of the Trustee for such Series or the holders of any Debt Securities of
such Series. Such acceleration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal of or interest on the Debt
Securities of such Series) may be waived by the holders of a majority in
principal amount of the Debt Securities of such Series then outstanding upon the
conditions provided in the applicable Indenture.
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<PAGE>
Each Indenture will provide that no holder of the Debt Securities of any
Series issued thereunder may pursue any remedy under such Indenture unless the
Trustee for such Series shall have failed to act after, among other things
notice of an Event of Default and request by holders of at least 25% in
principal amount of the Debt Securities of such Series of which the Event of
Default has occurred and the offer to the Trustee for such Series of indemnity
satisfactory to it; PROVIDED, HOWEVER, that such provision does not affect the
right to sue for enforcement of any overdue payment on such Debt Securities.
CONVERSION RIGHTS
The terms and conditions, if any, upon which the Debt Securities of any
Series will be convertible into Common Stock will be set forth in the Prospectus
Supplement relating thereto. Such terms will include the Conversion price (or
manner of calculation thereof), the conversion period, provisions as to whether
conversion will be at the option of the holders of such Series of Debt
Securities or at the option of the Company, the events requiring an adjustment
of the conversion price and provisions affecting conversion in the event of the
redemption of such Series of Debt Securities.
THE TRUSTEE
The Trustee for each Series of Debt Securities will be identified in the
applicable Prospectus Supplement. Each Indenture will contain certain
limitations on a right of a Trustee thereunder, as a creditor of the Company, to
obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim as security or otherwise. Each Trustee
will be permitted to engage in other transactions; PROVIDED, HOWEVER, that if it
acquires any conflicting interest, it must eliminate such conflict or resign.
The holders of a majority in principal amount of all outstanding Debt
Securities of a Series (or if more than one Series is affected thereby, of all
Series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the Trustee for such Series or all such Series so affected.
In case an Event of Default shall occur (and shall not be cured) under any
Indenture relating to a Series of Debt Securities and is known to the Trustee
for such Series, such Trustee shall exercise such of the rights and powers
vested in it by such Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs. Subject to such provisions, no Trustee will be
under any obligation to exercise any of its rights or powers under the
applicable Indenture at the request of any of the holders of Debt Securities
unless they shall have offered to such Trustee security and indemnity
satisfactory to it.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by the laws of the
State of New York.
GLOBAL SECURITIES; BOOK-ENTRY SYSTEM
The Debt Securities of any Series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depository (the "Depository") identified in
the Prospectus Supplement relating to such Series. Global Securities, if any,
issued in the United States are expected to be deposited with The Depository
Trust Company ("DTC"), as Depository. Global Securities will be issued in fully
registered form and may be issued in either temporary or permanent form. Unless
and until it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a Global Security may not be transferred except as a whole
by the Depository for such Global Security to a nominee of such Depository or by
a nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any nominee of such Depository to a
successor Depository or any nominee of such successor.
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<PAGE>
The specific terms of the depository arrangement with respect to any Series
of Debt Securities will be described in the Prospectus Supplement relating to
such Series. The Company expects that unless otherwise indicated in the
applicable Prospectus Supplement, the following provisions will apply to
depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depository ("Participants"). Such accounts will be designated
by the underwriters, dealers or agents with respect to such Debt Securities or
by the Company if such Debt Securities are offered directly by the Company.
Ownership of beneficial interests in such Global Security will be limited to
Participants or persons that may hold interests through Participants.
The Company expects that, pursuant to procedures established by DTC,
ownership of beneficial interests in any Global Security with respect to which
DTC is the Depository will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with respect
to beneficial interests of Participants) and records of Participants (with
respect to beneficial interests of persons who hold through Participants).
Neither the Company nor the Trustee will have any responsibility or liability
for any aspect of the records of DTC or for maintaining, supervising or
reviewing any records of DTC or any of its Participants relating to beneficial
ownership interests in the Debt Securities. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to own, pledge or
transfer beneficial interest in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Except as described below or in the applicable Prospectus
Supplement, owners of beneficial interest in a Global Security will not be
entitled to have any of the individual Debt Securities represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of any such Debt Securities in definitive form and
will not be considered the owners or holders thereof under the applicable
Indenture. Beneficial owners of Debt Securities evidenced by a Global Security
will not be considered the owners or holders thereof under the applicable
Indenture for any purpose, including with respect to the giving of any
direction, instructions or approvals to the Trustee thereunder. Accordingly,
each person owning a beneficial interest in a Global Security with respect to
which DTC is the Depository must rely on the procedures of DTC and, if such
person is not a Participant, on the procedures of the Participant through which
such person owns its interests, to exercise any rights of a holder under the
applicable Indenture. The Company understands that, under existing industry
practice, if it requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a holder
is entitled to give or take under the applicable Indenture, DTC would authorize
the Participants holding the relevant beneficial interest to give or take such
action, and such Participants would authorize beneficial owners through such
Participants to give or take such actions or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of, and any interest on, individual Debt Securities
represented by a Global Security registered in the name of a Depository or its
nominee will be made to or at the direction of the Depository or its nominee, as
the case may be, as the registered owner of the Global Security under the
applicable Indenture. Under the terms of the applicable Indenture, the Company
and the Trustee may treat the persons in whose name Debt Securities, including a
Global Security, are registered as the owners thereof for the purpose of
receiving such payments. Consequently, neither the Company nor the Trustee has
or will have any responsibility or liability for the payment of such amounts to
beneficial owners of Debt Securities (including principal and interest). The
Company believes, however, that it is currently the policy of DTC to immediately
credit the accounts of relevant Participants with such payments, in amounts
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proportionate to their respective holdings of beneficial interests in the
relevant Global Security as shown on the records of DTC or its nominee. The
Company also expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants will be
governed by standing instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or registered in
street name, and will be the responsibility of such Participants. Redemption
notices with respect to any Debt Securities represented by a Global Security
will be sent to the Depository or its nominee. If less than all of the Debt
Securities of any series are to be redeemed, the Company expects the Depository
to determine the amount of the interest of each Participant in such Debt
Securities to be redeemed to be determined by lot. None of the Company, the
Trustee, any Paying Agent or the Registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security for such Debt Securities or for maintaining any records with respect
thereto.
Neither the Company nor the Trustee will be liable for any delay by the
holders of a Global Security or the Depository in identifying the beneficial
owners of Debt Securities and the Company and the Trustee may conclusively rely
on, and will be protected in relying on, instructions from the holder of a
Global Security or the Depository for all purposes. The rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
If a Depository for any Debt Securities is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days, the Company will issue individual Debt Securities
in exchange for the Global Security representing such Debt Securities. In
addition, the Company may at any time and in its sole discretion, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities, determine not to have any of such Debt Securities represented by one
or more Global Securities and in such event will issue individual Debt
Securities in exchange for the Global Security or Securities representing such
Debt Securities. Individual Debt Securities so issued will be issued in
denominations of $1,000 and integral multiples thereof.
DESCRIPTION OF EQUITY SECURITIES
GENERAL
The Restated Certificate of Incorporation of the Company (the "Certificate
of Incorporation") provides that the aggregate number of shares of all classes
of stock that the Company has authority to issue is 210,000,000 shares,
consisting of 200,000,000 shares of Common Stock, par value $.10 per share and
10,000,000 shares of preferred stock, par value $.01 per share.
As of December 31, 1996, the issued and outstanding Common Stock and
Preferred Stock of the Company was as follows:
<TABLE>
<CAPTION>
CLASS OF STOCK SHARES
- ---------------------------------------------------------------------- ------------
<S> <C>
Common Stock.......................................................... 30,541,105
$.75 Convertible Preferred Stock...................................... 2,877,673
</TABLE>
All issued and outstanding shares are fully paid and non-assessable.
The Company has warrants outstanding to purchase 3,500,000 shares of Common
Stock at a price of $10.50 per share (the "A Warrants"). The A Warrants expire
on July 27, 1999.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the common shareholders of the Company. In
addition, such holders are entitled to receive ratably such dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally
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<PAGE>
available therefor, subject to the payment of preferential dividends with
respect to (i) the $.75 Convertible Preferred Stock as set forth below and (ii)
any other preferred stock of the Company that from time to time may be
outstanding. The Company does not presently intend to pay dividends on the
Common Stock for the foreseeable future.
In the event of dissolution, liquidation or winding-up of the Company, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of all liabilities of the Company and subject to the prior
distribution rights of the holders (i) the $.75 Convertible Preferred Stock and
(ii) any other preferred stock of the Company that preemptive or other rights to
acquire or subscribe for additional, unissued or treasury shares. All
outstanding shares of Common Stock are, and when issued, the shares of Common
Stock offered hereby will be, fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is Chemical Mellon
Shareholder Services.
PREFERRED STOCK
The Company has one class of preferred stock outstanding, the $.75
Convertible Preferred Stock.
$.75 CONVERTIBLE PREFERRED STOCK
Each share of $.75 Convertible Preferred Stock is convertible into .7 shares
of Common Stock, subject to adjustment upon certain events. Holders of shares of
$.75 Convertible Preferred Stock are entitled to cumulative preferential cash
dividends at the annual rate of $.75 per share prior to the payment of any
dividends (except for dividends paid in shares of Common Stock) or other
distributions on (or certain repurchases of) Common Stock and on liquidation,
dissolution or winding up of the Company to preferential payment of $10 per
share plus accumulated and unpaid dividends before any distribution is made with
respect to Common Stock. Dividends on the $.75 Convertible Preferred Stock may
be paid in cash or, at the Company's election, in shares of Common Stock or in a
combination of cash and Common Stock. Common Stock is valued for dividend
payment purposes at between 75% and 90%, based upon trading volume, of the
average last reported sales price of the Common Stock for the 10 consecutive
trading days ending on the tenth calendar day prior to the date for determining
record holders entitled to the dividend payment.
Whenever dividends on the $.75 Convertible Preferred Stock have not been
paid, the amount of the deficiency, plus an amount equal to the accumulated
dividend for the then current quarterly dividend period, must be fully paid, or
declared and set apart for payment, before any dividend may be declared and paid
or set apart for payment upon the Common Stock, except for dividends paid in
shares of Common Stock.
Whenever $.75 Convertible Preferred Stock dividends are in arrears in an
amount equivalent to six full quarterly dividends, the holders of the $.75
Convertible Preferred Stock, voting separately as a class and with one vote per
share, will have the right to elect two directors. If two consecutive dividend
payments are in arrears, the holder of each share of $.75 Convertible Preferred
Stock will be entitled to a penalty conversion right enabling such holder to
convert each share, plus accumulated dividends, into a share of Common Stock
during a two-day period of 30 days after the second dividend payment date at a
conversion price of 75% of the average of the last reported sales prices of the
Common Stock during the period from such second dividend payment date to five
trading days prior to the conversion date. The $.75 Convertible Preferred Stock
is redeemable, in whole or in part, at the option of the Company, at a
redemption price of $10.00 per share, including accumulated and unpaid
dividends.
TERMS
The following description of the Preferred Stock summarizes certain general
terms and provisions of each series of Preferred Stock to which any Prospectus
Supplement may relate. Certain other terms of a
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<PAGE>
particular series of Preferred Stock will be summarized in the Prospectus
Supplement relating to such series. The summaries of the terms of the Preferred
Stock below and in any Prospectus Supplement do not, and will not, purport to be
complete and are subject to, and qualified in their entirety by reference to,
the Company's Restated Certificate of Incorporation and the certificate of
amendment establishing a series of Preferred Stock (each, a "Certificate of
Amendment"), each of which will be filed with the Commission at or prior to the
time of the sale of such series of Preferred Stock.
The Board of Directors is authorized to provide for issuance of the
Preferred Stock of the Company from time to time, in one or more series, and to
fix the dividend rate, conversion or exchange rights, voting rights, terms of
redemption, redemption price or prices, liquidation preferences and
qualifications, limitations and restrictions thereof with respect to each
series.
An applicable Prospectus Supplement will set forth or describe other
specific terms regarding each series of Preferred Stock offered thereby,
including:
1. the number of shares of such Preferred Stock offered, the liquidation
preference per share and the initial offering price of such Preferred Stock;
2. the dividend rate, period and/or payment date, or method of calculation
thereof, applicable to such Preferred Stock;
3. the date from which dividends on such Preferred Stock shall accumulate,
if applicable;
4. the provision for a sinking fund, if any, for such Preferred Stock;
5. the provision for redemption, if applicable, of such Preferred Stock;
6. any listing of such Preferred Stock on any securities exchange;
7. the terms and conditions, if applicable, upon which such Preferred Stock
will be convertible into Common Stock or exchangeable for Debt Securities,
including the conversion price or exchange rate, as the case may be (or the
manner of calculation thereof);
8. a discussion of U.S. Federal tax considerations applicable to such
Preferred Stock;
9. the relative ranking and preference of such Preferred Stock as to
dividend rights and rights upon liquidation, dissolution or winding up of the
affairs of the Company;
10. any limitations on issuance of any series of Preferred Stock ranking
senior to or on a parity with such series of Preferred Stock as to dividend
rights and rights upon liquidation, dissolution or winding up of the affairs of
the Company;
11. the voting powers, if any, of such Preferred Stock, in addition to those
set forth below; and
12. any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock.
DIVIDENDS
The holders of the Preferred Stock of each series shall be entitled to
receive, when, as and if declared by the Board of Directors of the Company, out
of the funds of the Company legally available therefor, cash dividends at the
annual rate and on such dates as shall be set forth in the Prospectus Supplement
relating to such series. Each such dividend shall be paid to the holders of
record of shares of such series on such record date as shall be fixed by the
Board of Directors of the Company.
If dividends are not paid in full or declared in full and a sum set apart
for the payment thereof upon the Preferred Stock of a series and any other
Preferred Stock ranking on a parity as to dividends with the Preferred Stock of
such series, all dividends declared upon shares of Preferred Stock of such
series and any other Preferred Stock ranking on a parity as to dividends shall
be declared PRO RATA so that in all cases the amount of dividends declared per
share on the Preferred Stock of such series and any other Preferred
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<PAGE>
Stock ranking on a parity as to dividends shall be in the same proportion as the
amount of dividends that would be paid on all shares of Preferred Stock of such
series and such other parity Preferred Stock if all such dividends (including
dividends accrued or in arrears) were paid in full. Except as provided in the
preceding sentence, unless full cumulative dividends on the Preferred Stock of a
series have been paid or declared in full and a sum set aside for the payment
thereof, no dividends shall be declared or paid or set aside for payment or
other distribution made upon the Company's Common Stock or any other class or
series of capital stock of the Company ranking junior to or on a parity with the
Preferred Stock of the applicable series as to dividends or liquidation rights,
nor shall any Common Stock or any other class or series of capital stock of the
Company ranking junior to or on a parity with the Preferred Stock of such series
as to dividends or liquidation rights be redeemed, purchased or otherwise
acquired for any consideration (or any payment made to or available for a
sinking fund for the redemption of any shares of such stock) by the Company or
any subsidiary of the Company (except by conversion into or exchange for stock
of the Company ranking junior, to the Preferred Stock of the applicable series
as to dividends and liquidation rights). Unless otherwise stated in the
applicable Prospectus Supplement, no interest, or sum of money in lieu of
interest, will be payable in respect of any dividend payment or payments on
Preferred Stock of any series which may be in arrears.
VOTING RIGHTS
The holders of the Preferred Stock shall not, except as required by law or
as set forth in the applicable Prospectus Supplement, have any right or power to
vote on any question or in any proceeding or to be represented at, or to receive
notice of, any meeting of stockholders. On any matters on which the holders of
the Preferred Stock shall be entitled to vote, they shall be entitled to one
vote for each share held.
The approval of the holders of at least a majority of the then outstanding
shares of Preferred Stock of a series will be required to amend the applicable
Certificate of Amendment to adversely change the preferences, special rights or
powers of the Preferred Stock of such series or to authorize, create or increase
the authorized amount of any class or series of capital stock of the Company
ranking prior to the Preferred Stock of such series either as to dividend or
liquidation rights; PROVIDED that the creation or issuance of any class or
series of capital stock of the Company not ranking prior to the Preferred Stock
of a series as to dividend or liquidation rights shall not require the consent
of the holders of the Preferred Stock of such series.
RANKING
The Preferred Stock to which any Prospectus Supplement may relate will rank
PARI PASSU with the outstanding shares of $.75 Convertible Preferred Stock with
respect to dividend rights and liquidation preference. The Preferred Stock also
will rank prior to the Company's Common Stock. Without the requisite vote of
holders of the Preferred Stock, as described above under "Voting Rights," no
class or series of capital stock can be created ranking senior to the Preferred
Stock as to dividend rights or liquidation preference.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution or winding up of the Company,
the holders of shares of the Preferred Stock of each series are entitled to
receive out of assets of the Company available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock or any
other class or series of capital stock of the Company (including any Preferred
Stock) which is junior as to liquidation rights to the Preferred Stock of such
series. Liquidating distributions in the amount set forth in the applicable
Prospectus Supplement, plus dividends accumulated but unpaid to the date of such
distribution. If, upon any liquidation, dissolution or winding up of the
Company, the amounts payable with respect to the Preferred Stock of such series
and any other Preferred Stock of the Company ranking as to any such distribution
on a parity with the Preferred Stock of such series are not paid in full, the
holders of
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<PAGE>
the Preferred Stock of such series and of such other Preferred Stock of the
Company will share ratably in any such distribution of assets in proportion to
the full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of shares of the Preferred Stock will not be entitled to
any further participation in any distribution of assets by the Company. Neither
a consolidation or merger of the Company with another corporation nor a sale or
transfer of all or part of the Company's assets for cash or securities shall be
considered a liquidation, dissolution or winding up of the Company.
REDEMPTION PROVISIONS
The Preferred Stock of each series will have such optional or mandatory
redemption terms, if any, as shall be set forth in the applicable Prospectus
Supplement.
CONVERSION AND EXCHANGE RIGHTS
The terms and conditions, if any, upon which any series of Preferred Stock
is convertible into Common Stock or exchangeable into Debt Securities will be
set forth in the applicable Prospectus Supplement relating to such series of
Preferred Stock. Such terms will include (i) in the case such series of
Preferred Stock is convertible into Common Stock, (A) the number of shares of
Common Stock into which shares of such series of Preferred Stock are
convertible, (B) the conversion price (or manner of calculation thereof), (C)
the conversion period, (D) provisions as to whether conversion will be at the
option of the holders of such series of Preferred Stock or at the option of the
Company, (E) the events requiring an adjustment of the conversion price and (F)
provisions affecting conversion in the event of the redemption of such series of
Preferred Stock and (ii) in the case such series of Preferred Stock is
exchangeable into Debt Securities, (A) the principal amount of Debt Securities
into which shares of such series of Preferred Stock are exchangeable, (B) the
exchange period and (C) provisions as to whether exchange will be at the option
of the holders of such series of Preferred Stock or at the option of the
Company.
MISCELLANEOUS
The Preferred Stock will have no preemptive rights. All of the Preferred
Stock, upon payment in full therefor, will be fully paid and nonassessable.
ANTI-TAKEOVER PROVISIONS
Certain provisions in the Company's Restated Certificate of Incorporation
and By-laws, the Company's shareholders' rights plan, executive severance
agreements and the ownership position of Anschutz may have the effect of
encouraging persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with the Board of Directors rather than pursue
non-negotiated takeover attempts.
CLASSIFIED BOARD OF DIRECTORS.
The Company's By-laws provide that the Board of Directors is divided into
four classes as nearly equal in number as possible, with each class having not
less than three members, whose four year terms of office expire at different
times in annual succession. A staggered board makes it more difficult for
shareholders to change the majority of the directors and instead promotes a
continuity of existing management.
BLANK CHECK PREFERRED STOCK.
The Company's Restated Certificate of Incorporation authorizes the issuance
of blank check preferred stock. The Board of Directors can set the voting
rights, redemption rights, conversion rights and other rights relating to such
preferred stock and could issue such stock in either private or public
16
<PAGE>
transactions. In some circumstances, the blank check preferred stock could be
issued and have the effect of preventing a merger, tender offer or other
takeover attempt which the Board of Directors opposes.
SHAREHOLDERS' RIGHTS PLAN.
In October 1993, the Board of Directors adopted a shareholders' rights plan
(the "Plan") and entered into the Rights Agreement. The Company issued a
dividend of a preferred stock purchase right (the "Rights") on each outstanding
share of Common Stock of the Company, which, after the Rights become
exercisable, entitles the holder to purchase 1/100th of a share of a newly
issued series of the Company's preferred stock at a purchase price of $30 per
1/100th of a preferred share, subject to adjustment. The Rights expire on
October 29, 2003 unless extended or redeemed earlier. The Rights will become
exercisable (unless previously redeemed or the expiration date of the rights has
occurred) following a public announcement that a person or group (an "Acquiring
Person") has acquired 20% or more of the Common Stock or has commenced (or
announced an intention to make) a tender offer or exchange offer for 20% or more
of the Common Stock. In certain circumstances each holder of Rights (other than
an Acquiring Person) would have the right to receive, upon exercise (i) shares
of Common Stock having a value significantly in excess of the exercise price of
the Rights, or (ii) shares of Common Stock of an acquiring company having a
value significantly in excess of the exercise price of the Rights.
PLAN OF DISTRIBUTION
The Company may sell Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of institutional
purchasers or to a single purchaser, or (iii) through agents. Any such dealer or
agent, in addition to any underwriter, may be deemed to be an underwriter within
the meaning of the Securities Act. The terms of the offering of the Securities
with respect to which this Prospectus is being delivered will be set forth in
the applicable Prospectus Supplement, including the name or names of any
underwriters, dealers or agents, the purchase price of such Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, the public offering price and any
discounts or concessions which may be allowed or reallowed or paid to dealers
and any securities exchanges on which the Securities may be listed.
If underwriters are used in the sale of Securities, such Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
underwriters acting alone. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the
Securities described in the applicable Prospectus Supplement will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all such Securities if any are so purchased by them. Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agents involved in the offer or
sale of the Securities in respect of which this Prospectus is being delivered,
and any commissions payable by the Company to such agents, will be set forth in
the applicable Prospectus Supplement. Unless otherwise indicated in the
applicable Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any Securities, the Company will sell
the Securities to the dealers, as principals. Any dealer may resell the
Securities to the public at varying prices to be determined by the dealer at the
time of resale. The name of any dealer and the terms of the transaction will be
set forth in the Prospectus Supplement with respect to the Securities being
offered.
17
<PAGE>
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Securities to which this Prospectus and the
applicable Prospectus Supplement relates from the Company at the public offering
price set forth in the applicable Prospectus Supplement, plus, if applicable,
accrued interest, pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. Such contracts will be subject
only to those conditions set forth in the applicable Prospectus Supplement, and
the applicable Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Underwriters will not be obligated to make a market in any Securities. The
Company cannot predict the activity of trading in, or liquidity of, any
Securities.
Agents, dealers and underwriters may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments they may be required to make in respect thereof.
Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for, the Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby will
be passed upon for the Company by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of the Company which appear in the
December 31, 1995 Annual Report on Form 10-K/A of the Company have been
incorporated by reference herein in reliance upon the report dated February 20,
1996 of KPMG Peat Marwick LLP, independent certified accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP refers to a change
in the method of accounting for oil and gas sales from the sales method to the
entitlements method effective January 1, 1994 and to changes in the method of
accounting for post retirement benefits other than pensions and income taxes in
1993.
The consolidated financial statements of ATCOR Resources, Ltd., included in
the Current Report on Form 8-K of Forest Oil Corporation, dated January 28, 1997
have been incorporated by reference herein in reliance upon the report dated
February 1, 1996 of Price Waterhouse, independent auditors, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. Price Waterhouse is a Canadian partnership, resident in Canada.
18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY UNDERWRITERS, AGENTS OR DEALERS OR
BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY
NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAD
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges and Earnings
to Combined Fixed Charges and Preferred Stock
Dividends.................................... 3
Description of Debt Securities................. 3
Description of Equity Securities............... 12
Plan of Distribution........................... 17
Legal Matters.................................. 18
Experts........................................ 18
</TABLE>
E
FOREST OIL CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses, other than underwriting discounts and commissions, in
connection with the offering are as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated);
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............................. $ 75,758
Printing and engraving expenses........................................... 100,000
Legal fees and expenses................................................... 125,000
Accounting fees and expenses.............................................. 100,000
Blue sky qualification fees and expenses.................................. 1,000
Miscellaneous............................................................. 98,242
---------
Total................................................................. $ 500,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 725 of the Business Corporation Law of the State of New
York (the "BCL"), in which Forest Oil Corporation is incorporated, permit New
York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses. These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not entitled, (2) establish procedures for
indemnification and advancement of expenses that may be contained in the
certificate of incorporation or by-laws, or, when authorized by either of the
foregoing, set forth in a resolution of the shareholders or directors or an
agreement providing for indemnification and advancement of expenses, (3) apply a
single standard for statutory indemnification for third-party and derivative
suits by providing that indemnification is available if the director or officer
acted, in good faith, for a purpose which he reasonably believed to be in the
best interests of the corporation, and, in criminal actions, had no reasonable
cause to believe that his conduct was unlawful, (4) eliminate the requirement
for mandatory statutory indemnification that the indemnified party be "wholly"
successful and (5) provide for the advancement of litigation expenses upon
receipt of an undertaking to repay such advance if the director or officer is
ultimately determined not to be entitled to indemnification. Section 726 of the
BCL permits the purchase of insurance to indemnify a corporation or its officers
and directors to the extent permitted. Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other final adjudication adverse to
the indemnified party establishes that the acts were committed in bad faith or
were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.
Article IX of the By-laws of Forest Oil Corporation contains very broad
indemnification provisions which permit the Company to avail itself of the
amended BCL to extend broad protection to its directors, officers and employees
by way of indemnity and advancement of expenses. It sets out the standard under
which the Company will indemnify directors and officers, provides for
reimbursement in such instances, for the advancement or reimbursement for
expenses reasonably incurred in defending an action, and for the extension of
indemnity to persons other than directors and officers. It also establishes the
manner of handling indemnification when a lawsuit is settled. It is not intended
that this By-law is an exclusive method of indemnification.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<C> <C> <S>
**1.1 -- Form of Underwriting Agreement with respect to Debt Securities (including
form of Terms Agreement).
**1.2 -- Form of Underwriting Agreement with respect to Equity Securities (including
form of Terms Agreement).
3.1 -- Restated Certificate of Incorporation of Forest Oil Corporation dated
October 14, 1993, incorporated herein by reference to Exhibit 3(i) to Form
10-Q for Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
3.2 -- Certificate of Amendment of the Restated Certificate of Incorporation dated
as of July 20, 1995, incorporated herein by reference to Exhibit 3(i)(a) to
Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 1995
(File No. 0-4597).
3.3 -- Certificate of Amendment of the Certificate of Incorporated dated as of July
26, 1995, incorporated herein by reference to Exhibit 3(i)(b) to Form 10-Q
for Forest Oil Corporation for the quarter ended June 30, 1995 (File No.
0-4597).
3.4 -- Restated By-Laws of Forest Oil Corporation as of May 9, 1990, Amendment No.
1 to By-Laws dated as of April 2, 1991, Amendment No. 2 to By-Laws dated as
of May 8, 1991, Amendment No. 3 to By-Laws dated as of July 30, 1991,
Amendment No. 4 to By-Laws dated as of January 17, 1992, Amendment No. 5 to
By-Laws dated as of March 18, 1993 and Amendment No. 6 to By-Laws dated as
of September 14, 1993, incorporated herein by reference to Exhibit 3(ii) to
Form 10-Q for Forest Oil Corporation for the quarter ended September 30,
1993 (File No. 0-4597).
3.5 -- Amendment No. 7 to By-Laws dated as of December 3, 1993, incorporated herein
by reference to Exhibit 3(ii)(a) to Form 10-K for Forest Oil Corporation for
the year ended December 31, 1993 (File No. 0-4597).
3.6 -- Amendment No. 8 to By-Laws dated as of February 24, 1994, incorporated
herein by reference to Exhibit 3(ii)(b) to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1993 (File No. 0-4597).
3.7 -- Amendment No. 9 to By-Laws dated as of May 15, 1995, incorporated herein by
reference to Exhibit 3(ii)(c) to Form 10-Q for Forest Oil Corporation for
the quarter ended June 30, 1995 (File No. 0-4597).
3.8 -- Amendment No. 10 to By-Laws dated as of July 27, 1995, incorporated herein
by reference to Exhibit 3(ii)(d) to Form 10-Q for Forest Oil Corporation for
the quarter ended June 30, 1995 (File No. 0-4597).
4.9 -- Rights Agreement between Forest Oil Corporation and Mellon Securities Trust
Company, as Rights Agent dated as of October 14, 1993, incorporated herein
by reference to Exhibit 4.3 to Form 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
**4.10 -- Form of Indenture for the Senior Debt Securities.
**4.11 -- Form of Senior Debt Security (included in Exhibit No. 4.9).
**4.12 -- Form of Indenture for the Subordinated Debt Securities.
**4.13 -- Form of Subordinated Debt Security (included in Exhibit No. 4.11).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <C> <S>
*5 -- Opinion of Vinson & Elkins L.L.P., as to the legality of the securities
being registered.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit No. 5).
*23.3 -- Consent of Price Waterhouse.
**24 -- Powers of Attorney (included on the signature pages hereof).
</TABLE>
- ------------------------
* Filed herewith
** Filed previously.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any fact or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
II-3
<PAGE>
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the applicable trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 ("Act") in
accordance with the rules and regulations of the Commission under Section
305(b)(2) of the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on January 31, 1997.
FOREST OIL CORPORATION
(Registrant)
By: /s/ WILLIAM L. DORN
-----------------------------------
William L. Dorn
CHAIRMAN OF THE BOARD
Each person whose signature appears below hereby appoints David H. Keyte, V.
Bruce Thompson and Daniel L. McNamara and each of them, any one of whom may act
without the joinder of the others, as his attorney-in-fact to sign on his behalf
and in the capacity stated below and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ ROBERT S. BOSWELL
- ------------------------------ President and Chief January 31, 1997
Robert S. Boswell Executive Officer
Vice President and Chief
/s/ DAVID H. KEYTE Financial Officer
- ------------------------------ (Principal Financial January 31, 1997
David H. Keyte Officer)
/s/ JOAN C. SONNEN
- ------------------------------ Controller (Principal January 31, 1997
Joan C. Sonnen Accounting Officer)
/s/ PHILIP F. ANSCHUTZ
- ------------------------------ Director January 31, 1997
Philip F. Anschutz
/s/ ROBERT S. BOSWELL
- ------------------------------ Director January 31, 1997
Robert S. Boswell
/s/ WILLIAM L. BRITTON
- ------------------------------ Director January 31, 1997
William L. Britton
/s/ RICHARD J. CALLAHAN
- ------------------------------ Director January 31, 1997
Richard J. Callahan
II-5
<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ CORTLANDT S. DIETLER
- ------------------------------ Director January 31, 1997
Cortlandt S. Dietler
/s/ WILLIAM L. DORN
- ------------------------------ Director January 31, 1997
William L. Dorn
/s/ JORDAN L. HAINES
- ------------------------------ Director January 31, 1997
Jordan L. Haines
/s/ JAMES H. LEE
- ------------------------------ Director January 31, 1997
James H. Lee
/s/ CRAIG D. SLATER
- ------------------------------ Director January 31, 1997
Craig D. Slater
/s/ DRAKE S. TEMPEST
- ------------------------------ Director January 31, 1997
Drake S. Tempest
/s/ MICHAEL B. YANNEY
- ------------------------------ Director January 31, 1997
Michael B. Yanney
II-6
<PAGE>
EXHIBIT 5
[VINSON & ELKINS L.L.P. LETTERHEAD]
January 30, 1997
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, CO 80202
Ladies and Gentlemen:
We have acted as counsel to Forest Oil Corporation, a New York
corporation ("Forest"), in connection with the preparation of the
Registration Statement on Form S-3 (No. 333-16125) (the "Registration
Statement") filed on November 16, 1996, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to (a) Forest's (i) unsecured debt
securities ("Debt Securities"), in one or more series, which may be senior
or subordinated in priority of payment, any of which may be convertible or
exchangeable into common stock, par value $.10 per share, of Forest ("Common
Stock"), (ii) shares of its preferred stock, par value $.01 per share
("Preferred Stock"), in one or more series, which may be convertible into
Common Stock, and (iii) shares of Common Stock (such Debt Securities,
Preferred Stock and Common Stock are collectively referred to herein as the
"Securities"), which Securities may be issued from time to time pursuant to
Rule 415 under the Securities Act for an aggregate initial offering price not
to exceed $250,000,000.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Restated Certificate of Incorporation and
Bylaws of Forest, each as amended to the date hereof, (ii) the Indenture for
Senior Debt Securities (the "Senior Indenture") to be entered into between
Forest and a trustee, in the form included as an exhibit to the Registration
Statement, (iii) the Indenture for Subordinated Debt Securities (the
"Subordinated Indenture") to be entered into between Forest and a trustee,
in the form included as an exhibit to the Registration Statement, and (iv)
such other certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will
have been prepared and filed with the Commission describing the Securities
offered thereby; (iii) all Securities will be issued and sold in compliance
with applicable federal and state securities laws and in the manner
<PAGE>
Forest Oil Corporation
Page 2
January 30, 1997
described in the Registration Statement and the applicable Prospectus
Supplement; (iv) the Senior Indenture and the Subordinated Indenture will each
be duly authorized, executed and delivered by Forest and a trustee qualified
under the Trust Indenture Act of 1939, as amended (the "TIA"), in
substantially the form reviewed by us; (v) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been
duly authorized and validly executed and delivered by Forest and the other
parties thereto; and (vi) any Securities issuable upon conversion, exchange or
exercise of any Security being offered will have been duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange or
exercise.
Based on the foregoing, we are of the opinion that:
1. Forest has been duly incorporated and is validly existing and in good
standing under the laws of the State of New York.
2. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture has been duly qualified under the TIA;
(ii) the Board of Directors of Forest or, to the extent permitted by Section 712
of the New York Business Corporation Law ("NYBCL"), a duly constituted and
acting committee thereof (such Board of Directors or committee being referred to
herein as the "Board") has taken all necessary corporate action to approve the
issuance and terms of such Debt Securities, the terms of the offering thereof
and related matters; (iii) the terms of such Debt Securities and of their
issuance and sale have been established so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon Forest and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over Forest; and (iv) such
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Senior Indenture and in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration provided for therein, such Debt
Securities will be legally issued and will constitute valid and binding
obligations of Forest, enforceable against Forest in accordance with their
terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency, reorganization or other law relating to or affecting creditors'
rights generally and general principles of equity and will be entitled to the
benefits of the Senior Indenture.
3. With respect to Debt Securities to be issued under the Subordinated
Indenture, when (i) the Subordinated Indenture has been duly qualified under the
TIA; (ii) the Board has taken all necessary corporate action to approve the
issuance and terms of such Debt Securities, the terms of the offering thereof
and related matters; (iii) the terms of such Debt Securities and of their
issuance and sale have been established so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon Forest and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over Forest; and (iv) such
<PAGE>
Forest Oil Corporation
Page 3
January 30, 1997
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Subordinated Indenture and in accordance
with the applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration provided for therein,
such Debt Securities will be legally issued and will constitute valid and
binding obligations of Forest, enforceable against Forest in accordance with
their terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency, reorganization or other law relating to or affecting creditors'
rights generally and general principles of equity and will be entitled to the
benefits of the Subordinated Indenture.
4. With respect to shares of Preferred Stock, when (i) the Board has
taken all necessary corporate action to approve the issuance and terms of the
offering thereof and related matters; (ii) a certificate of amendment to
Forest's Restated Certificate of Incorporation has been filed in accordance with
Section 805 of the NYBCL setting forth the information required with respect to
such shares of Preferred Stock; and (iii) certificates representing the shares
of Preferred Stock have been duly executed, countersigned, registered and
delivered in accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the consideration
therefor (not less than the par value of the Preferred Stock) provided for
therein, the shares of Preferred Stock will be duly authorized, validly issued,
fully paid and non-assessable.
5. With respect to shares of Common Stock, when (i) the Board has taken
all necessary corporate action to approve the issuance and terms of the offering
thereof and related matters; and (ii) certificates representing the shares of
Common Stock have been duly executed, countersigned, registered and delivered in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor (not
less than the par value of the Common Stock) provided for therein, the shares of
Common Stock will be duly authorized, validly issued, fully paid and non-
assessable.
The foregoing opinions are limited in all respects to the laws of the State
of New York and federal laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
FOREST OIL CORPORATION
We consent to the incorporation by reference in the Registration Statements
(No. 333-16125) on Form S-3 of Forest Oil Corporation of our report dated
February 20, 1996, relating to the consolidated balance sheets of Forest Oil
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1995,
which report appears in the December 31, 1995 Annual Report on Form 10-K/A of
Forest Oil Corporation and to the reference to our firm under the heading
"Experts" in the registration statement. Our report on the consolidated
financial statements refers to a change in the method of accounting for oil
and gas sales from the sales method to the entitlements method effective
January 1, 1994 and to changes in the method of accounting for postretirement
benefits other than pensions and income taxes in 1993.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 28, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
FOREST OIL CORPORATION
We consent to the incorporation by reference in the Registration Statement
(No. 333-16125) on Form S-3 of Forest Oil Corporation of our report dated
February 1, 1996, with respect to the consolidated balance sheet of ATCOR
Resources Ltd. at December 31, 1995 and 1994, and the consolidated statements
of operations and retained earnings and changes in financial position for
each of the years then ended, which report appears in the Form 8-K of Forest
Oil Corporation dated January 28, 1997, and to the refrence to our firm under
the heading "Experts" in the registration statement.
Price Waterhouse
Calgary, Alberta
January 28, 1997
