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Registration No. 333-16125
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
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)
NEW YORK 25-0484900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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
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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.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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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The information contained in this Prospectus is not complete and may be
amended. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. A final Prospectus Supplement
and Prospectus will be delivered to purchasers of these securities. This
Prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any state in which the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1998
PROSPECTUS
[LOGO]
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FOREST OIL CORPORATION
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$250,000,000
Debt Securities
Preferred Stock
Common Stock
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WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES
IN SUPPLEMENTS TO THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
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THE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This prospectus is dated __________ __, 1998
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process,
we may sell any combination of the securities described in this prospectus in
one or more offerings up to a total dollar amount of $250,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
WHERE YOU CAN FIND MORE INFORMATION.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities.
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998;
- Current Reports on Form 8-K dated January 7, 1998, January 12, 1998,
January 28, 1998, February 3, 1998, April 8, 1998 and June 25, 1998;
and on Form 8-KA dated February 3, 1998; and
- The description of the Company's common stock contained in Form 8-A
dated October 20, 1997.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
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Daniel L. McNamara
Corporate Counsel and Secretary
Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, Colorado 80202
(303) 812-1400
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of those documents.
THE COMPANY
Forest Oil Corporation and its subsidiaries are engaged in the
acquisition, exploration, development, production and marketing of natural
gas and crude oil in North America. Forest was incorporated in New York in
1924, the successor to a company formed in 1916, and has been a publicly held
company since 1969. We are 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 United States
in the Gulf of Mexico, Louisiana, Texas and Oklahoma, and in Canada in Alberta
and the Northwest Territories. We operate from production offices located in
Lafayette, Louisiana, Denver, Colorado, and Calgary, Alberta, Canada. Our
corporate headquarters are located in Denver, Colorado, where our address is
1600 Broadway, Suite 2200, Denver, Colorado 80202 (telephone: (303) 812-1400).
USE OF PROCEEDS
The net proceeds from the sale of the offered securities will be used
for the acquisition of oil and gas properties, capital expenditures, the
repayment of subordinated debentures or other debt, repayments of borrowings
under revolving credit agreements, or for other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
A description of Forest'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
The Debt Securities will be our direct unsecured general obligations.
The Debt Securities will be either Senior Debt Securities or Subordinated
Debt Securities.
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The Debt Securities will be issued under one or more separate indentures
between us and a Trustee. The Trustee for each Series of Debt Securities
will be identified in the applicable Prospectus Supplement. Senior Debt
Securities will be issued under a "Senior Indenture" and Subordinated Debt
Securities will be issued under a "Subordinated Indenture". Together the
Senior Indentures and the Subordinated Indentures are called "Indentures."
We have summarized selected provisions of the Indentures below. The
summary is not complete. The forms of the Indentures have been filed as
exhibits to the registration statement and you should read the Indentures for
provisions that may be important to you. In the Summary below, we have
included references to section numbers of the applicable Indentures so that
you can easily locate these provisions. Capitalized terms used in the
summary have the meanings specified in the Indentures.
GENERAL
The Debt Securities will be our direct, unsecured obligations. The
Senior Debt Securities will rank equally with all of our other senior and
unsubordinated debt. The Subordinated Debt Securities will have a junior
position to all of our Senior Debt.
A prospectus supplement and a supplemental indenture relating to any
series of Debt Securities being offered will include specific terms relating
to the offering. These terms will include some or all of the following:
- The title and type of the Debt Securities;
- The total principal amount of the Debt Securities;
- The percentage of the principal amount at which the Debt Securities
will be issued and any payments due if the maturity of the Debt
Securities is accelerated;
- If convertible into common stock, the terms on which such Debt
Securities are convertible.
- The dates on which the principal of the Debt Securities will be
payable;
- The interest rate which the Debt Securities will bear and the interest
payment dates for the Debt Securities;
- Any optional redemption periods;
- Any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the Debt Securities;
- Any provisions granting special rights to holders when a specified
event occurs;
- Any changes to or additional Events of Defaults or covenants;
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- Any special tax implications of the Debt Securities, including
provisions for Original Issue Discount Securities, if offered; and
- Any other terms of the Debt Securities.
None of the Indentures limits the amount of Debt Securities that may be
issued. Each Indenture allows Debt Securities to be issued up to the
principal amount that may be authorized by us and may be in any currency or
currency unit designated by us.
If so provided in the applicable Prospectus Supplement, we may issue the
Debt Securities at a discount below their principal amount and you would pay
less than the entire principal amount of the Debt Securities upon declaration
of acceleration of their maturity ("Original Issue Discount Securities").
The applicable Prospectus Supplement will describe all material U.S. Federal
income tax, accounting and other considerations applicable to the Original
Issue Discount Securities.
Debt Securities of a series may be issued in registered, bearer, coupon
or global form. (SECTIONS 2.01 & 2.02.)
DENOMINATIONS
The prospectus supplement for each issuance of Debt Securities will
state whether the securities will be issued in registered form of $1,000 each
or multiples thereof or bearer form of $1,000 each.
SENIOR DEBT SECURITIES
The Senior Debt Securities will be unsecured senior obligations and will
rank equally with all other Senior Indebtedness (as defined below). However,
the Senior Debt Securities will be subordinated in right of payment to all
our secured Indebtedness to the extent of the value of the assets securing
such Indebtedness and will be effectively subordinated to all our
Subsidiaries' indebtedness and all our Subsidiaries' mandatory redemption
preferred stock. Except as provided in the applicable Senior Indenture or
specified in any Authorizing Resolution and/or supplemental indenture
relating to a Series of Senior Debt Securities to be issued, no Senior
Indenture will limit the amount of additional Indebtedness which may rank
equally with the Senior Debt Securities or 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.
"Senior Indebtedness" is defined to include all notes or other unsecured
evidences of indebtedness, including guarantees of Forest for money borrowed,
that are not expressed to be subordinate or junior in right of payment to any
other indebtedness of Forest.
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SUBORDINATED DEBT SECURITIES
Under the Subordinated Indenture, payment of the principal, interest and
any premium on the Subordinated Indebtedness Securities will generally be
subordinated and junior in right of payment to the prior payment in full of
all Senior Indebtedness. The Subordinated Indenture provides that no payment
of principal, interest and any premium on the Subordinated Debt Securities
may be made in the event:
- of any insolvency, bankruptcy or similar proceeding involving Forest
or any of its significant properties, or
- we fail to pay the principal, interest, any premium or any other
amounts on any Senior Indebtedness when due.
The Subordinated Indenture will not limit the amount of Senior
Indebtedness that we may incur.
CONSOLIDATION, MERGER OR SALE
Each Indenture generally permits a consolidation or merger between us
and another corporation. They also permit the sale by us of all or
substantially all of our property and assets. If this happens, the remaining
or acquiring corporation shall assume all of our responsibilities and
liabilities under the Indentures including the payment of all amounts due on
the Debt Securities and performance of the covenants in the Indentures.
We are only permitted to consolidate or merge with or into any other
corporation or sell all or substantially all of our assets according to the
terms and conditions of the Indentures. The remaining or acquiring
corporation will be substituted for us in the Indentures with the same effect
as if it had been an original party to the Indenture. Thereafter, the
successor corporation may exercise our rights and powers under any Indenture,
in our name or in its own name. Any act or proceeding required or permitted
to be done by our Board of Directors or any of our officers may be done by
the board or officers of the successor corporation. (SECTIONS 6.01 & 6.02.)
MODIFICATION OF INDENTURES
Under each Indenture our rights and obligations and the rights of the
holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by the modification. No modification of the principal or interest
payment terms, and no modification reducing the percentage required for
modifications, is effective against any holder without its consent.
(SECTIONS 10.01 & 10.02.)
EVENTS OF DEFAULT
"Event of Default" when used in an Indenture, will mean any of the
following:
- failure to pay the principal or any premium on any Debt Security when
due;
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- failure to deposit any sinking fund payment when due;
- failure to pay interest on any Debt Security for 30 days;
- failure to perform any other covenant in the Indenture that continues
for 60 days after being given written notice;
- certain events in bankruptcy, insolvency or reorganization of the
Company; or
- any other Event of Default included in any Indenture or supplemental
indenture. (SECTION 7.01.)
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indentures. (SECTION 8.05.)
If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the holders of at least 25% in aggregate principal
amount of the Debt Securities of the series may declare the entire principal
of all the Debt Securities of that series to be due and payable immediately.
If this happens, subject to certain conditions, the holders of a majority of
the aggregate principal amount of the Debt Securities of that series can void
the declaration. (SECTION 7.02.)
Other than its duties in case of a default, a Trustee is not obligated
to exercise any of its rights or powers under any Indenture at the request,
order or direction of any holders, unless the holders offer the Trustee
reasonable indemnity. (SECTION 8.02.) If they provide this reasonable
indemnification, the holders of a majority in principal amount of any series
of Debt Securities may direct the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of Debt Securities. (SECTION
7.05.)
COVENANTS
Under the Indentures, we will:
- pay the principal, interest and any premium on the Debt Securities
when due;
- maintain a place of payment;
- deliver a report to the Trustee at the end of each fiscal year
reviewing the Company's obligations under the Indentures; and
- deposit sufficient funds with any paying agent on or before the due
date for any principal, interest or any premium.
Any additional covenants will be described in a Prospectus Supplement.
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PAYMENT AND TRANSFER
Principal, interest and any premium on fully registered securities will
be paid at designated places. Payment will be made by check mailed to the
persons in whose names the Debt Securities are registered on days specified
in the Indentures or any Prospectus Supplement. Debt Securities payments in
other forms will be paid at a place designated by us and specified in a
Prospectus Supplement. (SECTIONS 5.01 AND 5.02)
Fully registered securities may be transferred or exchanged at the
corporate trust office of the Trustee or at any other office or agency
maintained by us for such purposes, without the payment of any service charge
except for any tax or governmental charge.
CONVERSION RIGHTS
The Debt Securities may be convertible into common stock, according to
the terms and conditions of the Prospectus Supplement. Such terms will
include the conversion price, the conversion period, provisions as to whether
conversion will be at the option of the holders of such series of Debt
Securities or at our option, 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.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with a
depositary identified in a Prospectus Supplement. Unless it is exchanged in
whole or in part for Debt Securities in definitive form, a global certificate
may generally be transferred only as a whole unless it is being transferred
to certain nominees of the depositary.
Unless otherwise stated in any prospectus supplement, The Depository
Trust Company, New York, New York ("DTC") will act as depositary. Beneficial
interests in global certificates will be shown on, and transfers of global
certificates will be effected only through, records maintained by DTC and its
participants.
DEFEASANCE
We will be discharged from our obligations on the Debt Securities of any
series at any time if we deposit with the Trustee sufficient cash or
government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date of the Debt
Securities of the series. If this happens, the holders of the Debt
Securities of the series will not be entitled to the benefits of the
Indenture except for registration of transfer and exchange of Debt Securities
and replacement of lost, stolen or mutilated Debt Securities. (SECTION 9.01.)
Under Federal income tax law as of the date of this Prospectus, a
discharge may be treated as an exchange of the related Debt Securities. Each
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holder might be required to recognize gain or loss equal to the difference
between the holder's cost or other tax basis for the Debt Securities and his
allocable share of amounts deposited with the Trustee pursuant to the
preceding paragraph. Holders might be required to include as income a
different amount than would be includable without the discharge. Prospective
investors are urged to consult their own tax advisers as to the consequences
of a discharge, including the applicability and effect of tax laws other than
the Federal income tax law.
DESCRIPTION OF CAPITAL STOCK
As of September 30, 1998, our authorized capital stock was 210,000,000
shares. Those shares consisted of: (a) 10,000,000 shares of preferred stock,
none of which were outstanding; and (b) 200,000,000 shares of common stock,
of which 44,646,542 shares were outstanding.
COMMON STOCK
LISTING
Our outstanding shares of common stock are listed on the New York Stock
Exchange under the symbol "FST". Any additional common stock we issue will
also be listed on the NYSE.
DIVIDENDS
Common shareholders may receive dividends when declared by the Board of
Directors. Dividends may be paid in cash, stock or other form. In certain
cases, common shareholders may not receive dividends until we have satisfied
our obligations to any preferred shareholders.
FULLY PAID
All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid
and non-assessable.
VOTING RIGHTS
Each share of common stock is entitled to one vote in the election of
directors and other matters. Common shareholders are not entitled to
preemptive or cumulative voting rights.
OTHER RIGHTS
We will notify common shareholders of any shareholders' meetings
according to applicable law. If we liquidate, dissolve or wind-up our
business, either voluntarily or not, common shareholders will share equally
in the assets remaining after we pay our creditors and preferred shareholders.
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PREFERRED STOCK
The following description of the terms of the preferred stock sets forth
certain general terms and provisions of our authorized preferred stock. If
we offer preferred stock, the specific designations and rights will be
described in the Prospectus Supplement and a description will be filed with
the SEC.
Our Board of Directors can, without approval of shareholders, issue one
or more series of preferred stock. The Board can also determine the number
of shares of each series and the rights, preferences and limitations of each
series including the dividend rights, voting rights, conversion rights,
redemption rights and any liquidation preferences of any wholly unissued
series of preferred stock, the number of shares constituting each series and
the terms and conditions of issue. In some cases, the issuance of preferred
stock could delay a change in control of the Company and make it harder to
remove present management. Under certain circumstances, preferred stock
could also restrict dividend payments to holders of our common stock.
The preferred stock will, when issued, be fully paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
Certain provisions in the our Restated Certificate of Incorporation and
By-laws and our shareholders' rights plan, 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.
Our 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.
Our 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
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.
Our Board of Directors has adopted a shareholders' rights plan, pursuant
to which each share of common stock includes a preferred stock purchase right
(the "Rights"). After the Rights become exercisable, each holder may
purchase 1/100th of a share of a newly issued series
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of the 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
We may sell the offered securities (a) through agents; (b) through
underwriters or dealers; or (c) directly to one or more purchasers, including
existing shareholders in a rights offering.
BY AGENTS
Offered securities may be sold through agents designated by us. The
agents agree to use their reasonable best efforts to solicit purchases for
the period of their appointment.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may
resell the securities 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 obligations of the underwriters to
purchase the securities will be subject to certain conditions. The
underwriters will be obligated to purchase all the securities of the series
offered if any of the securities are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
DIRECT SALES; RIGHTS OFFERINGS
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may sell offered securities
upon the exercise of rights which may be issued to our securityholders.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act
of 1933 (the "Act"), and any discounts or commissions received by them from
us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Act. Any
underwriters or agents will be identified and their compensation described in
a prospectus supplement.
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We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass
upon certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
KPMG Peat Marwick LLP, independent certified accountants, have audited
our financial statements incorporated by reference in this prospectus. These
financial statements are incorporated by reference herein in reliance upon
their report and upon their authority as experts in accounting and auditing.
The audited statement of oil and gas revenue and direct operating and
production expenses of Forest Oil Corporation's interest in certain oil and
gas producing properties for the year ended December 31, 1997, which appears
in Form 8-K/A of Forest Oil Corporation dated February 3, 1998, incorporated
by reference in this Prospectus, has been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and is incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
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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
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Total.............................................................. 500,000
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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.
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<S> <C> <C>
*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
Incorporation 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 From 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
4.10 -- Amendment No. 1 dated as of July 27, 1995 to Rights
Agreement dated as of October 14, 1993 between Forest Oil
Corporation and Mellon Securities Trust Company,
incorporated herein by reference to Exhibit 99.5 of
Form 8-K for Forest Oil Corporation dated October 11, 1995
(File No. 0-4597).
4.11 -- Amendment No. 2 dated as of June 25, 1998 to Rights
Agreement dated as of October 14, 1993 between Forest Oil
Corporation and Mellon Securities Trust Company,
incorporated herein by reference to Exhibit 99.1 of
Form 8-K for Forest Oil Corporation dated June 25, 1998
(File No. 0-4597).
*4.12 -- Form of Indenture for the Senior Debt Securities.
*4.13 -- Form of Senior Debt Security (included in Exhibit No.
4.12).
*4.14 -- Form of Indenture for the Subordinated Debt Securities.
*4.15 -- Form of Subordinated Debt Security (included in Exhibit
No. 4.14).
*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 Arthur Andersen LLP
*24 -- Powers of Attorney (included on the original signature
pages hereof).
</TABLE>
* Previously filed.
**Filed herewith.
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<PAGE>
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 seen 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) any 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;
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
II-3
<PAGE>
(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
October 30, 1998.
FOREST OIL CORPORATION
(Registrant)
By: /s/ Daniel L. McNamara
-------------------------------
Daniel L. McNamara
Secretary
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Robert S. Boswell* President and Chief Executive October 30, 1998
(Robert S. Boswell) Officer
David H. Keyte* Executive Vice President and Chief October 30, 1998
(David H. Keyte) Financial Officer (Principal
Financial Officer)
Joan C. Sonnen* Controller (Principal Accounting October 30, 1998
(Joan C. Sonnen) Officer)
Philip F. Anschutz* Director October 30, 1998
(Philip F. Anschutz)
Robert S. Boswell* Director October 30, 1998
(Robert S. Boswell)
- ------------------------ Director
William L. Britton
Cortlandt S. Dietler* Director October 30, 1998
(Cortlandt S. Dietler)
William L. Dorn* Director October 30, 1998
(William L. Dorn)
Jordan L. Haines* Director October 30, 1998
(Jordan L. Haines)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
James H. Lee* Director October 30, 1998
(James H. Lee)
Director October 30, 1998
- -------------------
J.J. Simmons III
Craig D. Slater* Director October 30, 1998
(Craig D.Slater)
Drake S. Tempest* Director October 30, 1998
(Drake S. Tempest)
Michael B. Yanney* Director October 30, 1998
(Michael B. Yanney)
*By /s/ Daniel L. McNamara October 30, 1998
------------------------------
Daniel L. McNamara
(as attorney-in-fact for
each of the persons indicated)
</TABLE>
II-6
<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 statement on
Form S-3 (no. 333-16125) of Forest Oil Corporation of our report dated
February 10, 1998, relating to the consolidated balance sheets of Forest Oil
Corporation and subsidiaries as of December 31, 1997 and 1996, 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, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K of
Forest Oil Corporation and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG Peat Marwick LLP
Denver, Colorado
October 29, 1998
II-7
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in the Registration Statement on Form S-3 (no. 333-16125) of Forest
Oil Corporation of our report dated February 12, 1998 relating to the
statement of oil and gas revenue and direct operating and production expenses
of Forest Oil Corporation's interest in certain oil and gas producing
properties for the year ended December 31, 1997, which report appears in Form
8-K/A of Forest Oil Corporation dated February 3, 1998, and to the reference
to our firm under the heading "Experts" in the above referenced Registration
Statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
November 2, 1998
