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As filed with the Securities and Exchange Commission on June 4, 1999
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOREST OIL CORPORATION
(Exact 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)
JOAN C. SONNEN
VICE PRESIDENT - CONTROLLER AND CORPORATE 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 W. CLELAND DADE
VINSON & ELKINS L.L.P. BRACEWELL & PATTERSON, L.L.P.
1325 AVENUE OF THE AMERICAS PENNZOIL PLACE SOUTH TOWER
17TH FLOOR 711 LOUISIANA
NEW YORK, NEW YORK 10019-6026 HOUSTON, TEXAS 77002
(917) 206-8000 (713) 221-1314
(917) 206-8100 (FAX) (713) 221-1212 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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 being 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. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER UNIT (1) OFFERING PRICE FEE
(1)(2)
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<S> <C> <C> <C> <C>
Common Stock (2)
Total 3,217,500 $10.5625 $33,984,844 $9,448
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
The aggregate price is the product resulting from multiplying
3,217,500, the number of shares registered by this Registration
Statement, by $10.5625 per share, the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
on May 28, 1998.
(2) Including associated stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be
evidenced or traded separately from the Common Stock.
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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<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 4, 1999
PROSPECTUS
FOREST OIL CORPORATION
Common Stock
This Prospectus relates to 3,217,500 outstanding shares of common stock
of Forest Oil Corporation owned by the person named in this Prospectus under the
caption "Selling Stockholder." The selling stockholder may from time to time
sell the shares in one or more underwritten public offerings.
Forest will receive no part of the proceeds of any sales made by the
selling stockholder. Forest will pay all expenses of registration incurred in
connection with the offering, but the selling stockholder will pay all selling
and certain other expenses.
Forest's common stock is traded on the New York Stock Exchange under
the Symbol "FST." On June 3, 1999, the last sale price of the common stock on
the New York Stock Exchange was $10.625 per share.
WE WILL PROVIDE SPECIFIC TERMS OF THESE OFFERINGS AND SECURITIES IN
SUPPLEMENTS TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY
SUPPLEMENT TO THIS PROSPECTUS CAREFULLY BEFORE YOU INVEST.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 1999
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TABLE OF CONTENTS
<TABLE>
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Page
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About this Prospectus.................................................... 4
Where You Can Find More Information...................................... 4
The Company.............................................................. 5
Use of Proceeds.......................................................... 5
Selling Stockholder...................................................... 6
Plan of Distribution..................................................... 6
Experts.................................................................. 7
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Forest filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, the selling stockholder may offer from
time to time up to 3,217,500 shares of Forest common stock. Each time shares of
common stock are offered, Forest will provide you with a prospectus supplement
that will describe, among other things, the specific amounts and price of the
shares of common stock being offered and the terms of the offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. Any statement that Forest makes in this prospectus will be
modified or superseded by any inconsistent statement made in a prospectus
supplement. You should read this prospectus together with additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Forest files annual, quarterly and special reports, proxy statements and
other information with the SEC. Its 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 Forest files at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain
information on the operation of the SEC's public reference room in Washington,
D.C. by calling the SEC at 1-800-SEC-0330. Forest also files such information
with the New York Stock Exchange. Such reports, proxy statements and other
information may be read and copied at 30 Broad Street, New York, New York 10005.
The SEC allows Forest to "incorporate by reference" the information it
files with them, which means that Forest 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 Forest
files later with the SEC will automatically update and supersede this
information. Forest incorporates 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 the selling stockholder sells all of
the common stock or it terminates this offering:
- Its Annual Report on Form 10-K for the year ended December 31, 1998;
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- Its Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- Its Current Report on Form 8-K, dated January 22, 1999;
- Its Current Report on Form 8-K/A, dated February 3, 1998; and
- Its description of Forest's common stock contained in its 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 or telephone number:
Corporate 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. Forest has not
authorized anyone else to provide you with different information. The selling
stockholder is 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, any prospectus supplement or any document incorporated by reference
is accurate as of any date other than the date of those documents.
THE COMPANY
Forest and its subsidiaries are engaged in the acquisition, exploration,
exploitation, development, production and marketing of natural gas and crude oil
in North America. Forest, which is a successor to a company formed in 1916, has
been a publicly held company since 1969. Forest is active in several of the
major exploration and producing regions of the United States and Canada.
Forest's principal reserves and producing properties are located in the United
States in the Gulf of Mexico, Louisiana, Texas, Oklahoma and Wyoming and in
Canada in Alberta and the Northwest Territories. Forest operates from production
offices located in Denver, Colorado; Lafayette, Louisiana; and Calgary, Alberta,
Canada. Forest's principal offices are located at 1600 Broadway, Suite 2200,
Denver, Colorado 80202 (telephone: (303) 812-1400).
USE OF PROCEEDS
All of the shares offered hereby are being offered by the selling
stockholder. Forest will receive no part of the proceeds of any sales made
hereunder.
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SELLING STOCKHOLDER
All of the 3,217,500 shares of common stock offered hereby are being sold
by Joint Energy Development Investments Limited Partnership. These shares are
all of the shares of Forest's common stock owned by the selling stockholder, and
based on the number of outstanding shares as of May 31, 1999, represent
approximately 7.2% of Forest's outstanding common stock.
Forest and the selling stockholder are parties to a Shareholders
Agreement, dated as of January 24, 1996, as amended, and a Registration
Rights Agreement, dated as of July 27, 1995, as amended. The Shareholders
Agreement restricts the selling stockholder from making sales of Forest
common stock prior to July 31, 1999 that would result in the selling
stockholder holding less than 840,000 shares. Forest waived this restriction,
thereby permitting the selling stockholder to sell its entire holdings under
this prospectus. All shares offered by the selling stockholder pursuant to
this prospectus will be sold subject to the terms and conditions of the
Registration Rights Agreement.
Until November 1996, the selling stockholder was a creditor of Forest.
Forest will pay all expenses in connection with the registration and sale
of the shares, except any selling commissions or discounts allocable to sales of
the shares, fees and disbursements of counsel and other representatives of the
selling stockholder, and any stock transfer taxes payable by reason of any such
sale.
PLAN OF DISTRIBUTION
The selling stockholder may from time to time sell all or a portion of the
shares in one or more underwritten offerings. In effecting sales, brokers or
dealers engaged by the selling stockholder and/or the purchaser of the shares
may arrange for other brokers or dealers to participate in the sales process.
The selling stockholder and any broker-dealers participating in the distribution
of the shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of shares by the selling stockholder
and any commissions or discounts given to any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act.
There can be no assurance that the selling stockholder will sell any or all
of the shares offered hereunder.
The names of the specific managing underwriter or underwriters, as well
as other important information, will be set forth in a prospectus supplement.
The discounts and commissions that the selling stockholder will allow or pay to
the underwriters and the discounts and commissions that the underwriters may
allow or pay to dealers or agents, if any, will be set forth in, or may be
calculated from, the prospectus supplement. Forest has agreed to indemnify the
selling stockholder against certain liabilities, including liabilities under the
Securities Act. Forest may also indemnify any brokers, underwriters, dealers or
agents against certain liabilities, including liabilities under the Securities
Act.
Any underwriters, brokers, dealers and agents who participate in any sale
of the common stock may also engage in transactions with, or perform services
for the selling stockholder or its affiliates or Forest in the ordinary course
of business.
Any underwriters, brokers or dealers who participate in the offering may
engage in the following activities in accordance with applicable securities
rules:
- Over-allotments involving sales in excess of the offering size,
creating a short position. Any underwriters, brokers or dealers may
elect to reduce this short position by exercising some or all of any
over-allotment option.
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- Stabilizing and short covering; stabilizing bids to purchase the shares
are permitted if they do not exceed a specified maximum price. After
the distribution of shares has been completed, short covering purchases
in the open market may also reduce the short position. These activities
may cause the price of the shares to be higher than would otherwise
exist in the open market.
- Penalty bids permitting any representatives to reclaim concessions from
a syndicate member for the shares purchased in the stabilizing or short
covering transactions.
Such activities, which may be commenced and discontinued at any time, may
be effected on the New York Stock Exchange, in the over-the-counter market or
otherwise. Also and prior to the pricing of the shares, and until such time when
a stabilizing bid may have been made, some of the underwriters who are market
makers in the shares may make bids for or purchases of shares subject to certain
restrictions, known as passive market making activities.
EXPERTS
The consolidated financial statements of Forest Oil Corporation as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm 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.
7
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities covered by this Registration
Statement, other than underwriting discounts and commissions. All of the
expenses will be borne by Forest except as otherwise indicated.
<TABLE>
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Registration fee....................................................... $ 9,448
Fees and expenses of accountants....................................... 8,000
Fees and expenses of legal counsel..................................... 20,000
Printing and engraving expenses........................................ 4,000
Miscellaneous.......................................................... 3,552
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Total................................................... $ 45,000
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</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 bylaws, 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 a
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
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<PAGE>
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 Bylaws 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 Bylaw is an exclusive method of indemnification.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parentheses:
<TABLE>
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EXHIBIT
NUMBER EXHIBITS
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4.1 --- 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).
4.2 --- 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).
4.3 --- 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).
4.4 --- Restated Bylaws of Forest Oil Corporation as of May 9, 1990,
Amendment No. 1 to Bylaws dated as of April 2, 1991,
Amendment No. 2 to Bylaws as of May 8, 1991, Amendment No. 3
to Bylaws dated as of July 30, 1991, Amendment No. 4 to
Bylaws dated as of January 17, 1992, Amendment No. 5 to
Bylaws dated as of March 18, 1993 and Amendment No. 6 to
Bylaws 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).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
------ --------
<S> <C>
4.5 --- Amendment No. 7 to Bylaws 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).
4.6 --- Amendment No. 8 to Bylaws 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).
4.7 --- Amendment No. 9 to Bylaws 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).
4.8 --- Amendment No. 10 to Bylaws 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 --- 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* --- Registration Rights Agreement dated as of July 27, 1995 by
and between Forest Oil Corporation and Joint Energy
Development Investments Limited Partnership.
4.12* --- Amendment No. 1 dated as of January 24, 1996 to Registration
Rights Agreement dated as of July 27, 1995 by and between
Forest Oil Corporation and Joint Energy Development
Investments Limited Partnership.
4.13* --- Amendment No. 2 dated as of November 5, 1996 to Registration
Rights Agreement dated as of July 27, 1995 by and between
Forest Oil Corporation and Joint Energy Development
Investments Limited Partnership.
4.14 --- Shareholders Agreement dated as of January 24, 1996 by and
between Forest Oil Corporation and Joint Energy Development
Investments Limited Partnership, incorporated herein by
reference to Exhibit 10.12 of Form 10-K for Forest Oil
Corporation for the year ended December 31, 1995 (File
No. 0-04597)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<S> <C>
4.15 --- Amendment No. 1 dated November 5, 1996 to Shareholders
Agreement dated as of January 24, 1996 by and between Forest
Oil Corporation and Joint Energy Development Investments
Limited Partnership, incorporated herein by reference to
Exhibit 99.1 to Form 8-K for Forest Oil Corporation dated
November 15, 1996 (File No. 0-04597).
5* --- Opinion of Vinson & Elkins L.L.P., as to the legality of the
securities being registered.
23.1* --- Consent of KPMG LLP.
23.2* --- Consent of Arthur Andersen LLP.
24.1 --- Powers of Attorney (included on the signature pages hereof).
24.2* --- Power of Attorney for Robert S. Boswell
</TABLE>
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* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any facts 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
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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 the undertakings set forth in paragraphs (a)(l)(i)
and (a)(l)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission 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, 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.
(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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefits plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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.
(c) The undersigned registrant hereby undertakes that:
(1) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15, any charter
provision, bylaw, contract, arrangement, statute, 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
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 against
the registrant 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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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 the 4th day of
June, 1999.
FOREST OIL CORPORATION
By: /s/ William L. Dorn
--------------------------------
William L. Dorn
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following person
in the capacity indicated on the 4th day of June, 1999.
/s/ Robert S. Boswell*
--------------------------------
Robert S. Boswell
President and Chief Executive
Officer and Director
By: /s/ Daniel L. McNamara
--------------------------------
Daniel L. McNamara
(as attorney-in-fact for each
of the persons indicated)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Keyte and Joan C. Sonnen and
each of them, any one of whom may act without the joinder of the others, as his
true and lawful attorney-in-fact to sign on his behalf and in the capacity
stated below and to file any and all amendments and post-effective amendments to
this registration statement, with all exhibits thereto, with the Securities and
Exchange Commission, 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 by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William L. Dorn Chairman of the Board June 4 1999
----------------------------
William L. Dorn
/s/ David H. Keyte Executive Vice President and June 4, 1999
---------------------------- Chief Financial Officer
David H. Keyte (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller and June 4, 1999
---------------------------- Corporate Secretary
Joan C. Sonnen (Principal Accounting Officer)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Director June 4, 1999
----------------------------
Philip F. Anschutz
/s/ William L. Britton Director June 4, 1999
----------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director June 4, 1999
----------------------------
Cortlandt S. Dietler
/s/ Cannon Y. Harvey Director June 4, 1999
----------------------------
Cannon Y. Harvey
Director June 4, 1999
----------------------------
James H. Lee
/s/ J. J. Simmons, III Director June 4, 1999
----------------------------
J. J. Simmons, III
Director June 4, 1999
----------------------------
Craig D. Slater
/s/ Michael B. Yanney Director June 4, 1999
----------------------------
Michael B. Yanney
</TABLE>
<PAGE>
Exhibit 4.11
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of July 27, 1995 between FOREST
OIL CORPORATION, a New York corporation (the "COMPANY"), and JOINT ENERGY
DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited partnership
("JEDI") (the "SHAREHOLDER").
Terms not otherwise defined herein have the meanings stated in the
Restructure Agreement (as defined below).
RECITALS
A. The Shareholder and the Company are parties to the Loan Agreement
dated as of December 28, 1993, as amended as of the date hereof and by the
Restructure Agreement dated as of the date hereof (the "RESTRUCTURE AGREEMENT"),
pursuant to which, concurrently herewith, the Shareholder is acquiring the
Tranche B Warrants to purchase the Tranche B Warrant Shares. The Tranche B
Warrant Shares acquired by JEDI are referred to as the "REGISTRABLE SHARES".
B. The Company and The Anschutz Corporation, a Kansas corporation
(the "OTHER SHAREHOLDER"), are parties to a Purchase Agreement (the "PURCHASE
AGREEMENT") dated as of May 17, 1995, pursuant to which, among other things, (i)
on May 19, 1995 the Other Shareholder purchased the Purchaser Note (as defined
in the Purchase Agreement) and may, upon the conversion thereof, thereafter
acquire the Purchaser Note Conversion Shares (as defined in the Purchase
Agreement) and (ii) concurrently herewith the Other Shareholder is purchasing
the Purchaser Additional Shares, the Purchaser Preferred Shares and the Tranche
A Warrants (each as defined in the Purchase Agreement) and may, upon conversion
of the Purchaser Preferred Shares and exercise of the Tranche A Warrants,
thereafter acquire the Purchaser Preferred Conversion Shares and the Tranche A
Warrant Shares (each as defined in the Purchase Agreement). The Purchaser Note
Conversion Shares, the Purchaser Additional Shares, the Purchaser Preferred
Conversion Shares and the Tranche A Warrant Shares are collectively referred to
as the "OTHER SHAREHOLDER SHARES".
C. Pursuant to the Purchase Agreement, on May 19, 1995 the Company
and the Other Shareholder entered into a Registration Rights Agreement (the
"OTHER REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company granted to
the Other Shareholder and certain other persons (the Other Shareholder and such
other persons, collectively, the "OTHER
<PAGE>
REGISTERING SHAREHOLDERS") certain rights with respect to the registration under
the Securities Act of the disposition of the Other Registrable Shares (as
defined below).
D. Concurrently herewith, the Shareholder will execute and deliver
to the Other Shareholder the JEDI/Anschutz Option providing for an option to
purchase the Tranche B Warrant Shares. The Other Shareholder Shares and, when
acquired by the Other Shareholder, the Tranche A Warrant Shares and the Tranche
B Warrant Shares are hereinafter referred to as the "OTHER REGISTRABLE SHARES".
E. The Company and the Shareholder desire to enter into this
Agreement providing for the registration under the Securities Act of the
disposition of the Registrable Shares.
AGREEMENT
The parties agree as follows:
Section 1. REGISTRATION RIGHTS.
(a) From and after the date that is the Termination Date (as
defined in the JEDI/Anschutz Option) (the "EFFECTIVE DATE") and to and including
the tenth anniversary of the Effective Date, subject to extension pursuant to
Section 1(f), on one or more occasions when the Company shall have received the
written request of the Shareholder, any pledgee of Registrable Shares from the
Shareholder or holders of at least 1,000,000 Registrable Shares in the aggregate
(as such number of shares may be adjusted in the event of any change in the
Registerable Shares by reason of stock dividends, split-ups, reverse split-ups,
mergers, recapitalizations, subdivisions, conversions, exchanges of shares or
the like) that shall have been acquired directly or indirectly from the
Shareholder, in each case in a transaction or series of transactions not
constituting a Rule 144 Transaction (as defined in Section 1(h)) (each such
person, when requesting registration under this Section 1 and thereafter in
connection with any such registration, being hereinafter referred to as a
"REGISTERING SHAREHOLDER"), as expeditiously as practicable the Company shall
include not less than 1,000,000 Registrable Shares (as such number may be
adjusted) specified by the Registering Shareholder in a Registration Statement
(as defined in Section 1(h)). If the requested registration pursuant to this
Section 1(a) shall involve an underwritten offering, the Registering
Shareholder initiating a request for registration of Registrable Shares pursuant
to this Section 1(a) shall select (with the consent of the Company, not to be
unreasonably withheld) the managing underwriter in connection with the offering
and any additional investment bankers and managers to be used in connection with
the offering. Notwithstanding anything to the contrary in the foregoing:
(1) The Company shall not be required to prepare and file pursuant to
this Section 1 more than two Registration Statements; PROVIDED, that if 10%
or more of the Registrable Shares requested to be registered by the
Registering Shareholder initiating a request for registration of
Registrable Shares pursuant to this Section 1(a) are excluded
- 2 -
<PAGE>
from any registration in accordance with Section 1(a)(2) and an investment
banking firm of recognized national standing shall advise the Company that
the number of the Registerable Shares requested to be registered by the
Registering Shareholder was not so great, at the time of the request and in
light of the market conditions then prevailing, as would adversely affect
the offering, including the price at which the Registerable Shares can be
sold, there shall be provided one additional registration under this
Section (1)(a)(1) in respect of each such exclusion, and
(2) if a requested registration pursuant to this Section 1(a) shall
involve an underwritten offering, and if the managing underwriter shall
advise in writing the Company and the Registering Shareholders that, in its
opinion, the number of Registrable Shares of any class proposed to be
included in the registration (including securities of the Company which are
proposed to be offered by persons other than Registering Shareholders)
exceeds the number which would have an adverse effect on the offering,
including the price at which the Registrable Shares can be sold, the
Company will include in the registration the maximum number of securities
which it is so advised can be sold without the adverse effect, allocated as
follows:
(A) FIRST, all Registrable Shares owned by Registering
Shareholders and requested to be included in such registration (if
necessary, allocated pro rata among all Registering Shareholders on the
basis of the relative number of Registrable Shares each such Registering
Shareholder has requested to be included in the registration);
(B) SECOND, any Other Registrable Shares owned by Other
Registering Shareholders and requested to be included in the registration
or otherwise (if necessary, allocated pro rata among all Other Registering
Shareholders on the basis of the relative number of Other Registrable
Shares each such Other Registering Shareholder has requested to be included
in the registration); and
(C) THIRD, any other securities proposed to be included in the
registration.
(b) From and after the Effective Date to and including the
tenth anniversary thereof, if the Company shall determine to register or qualify
by a registration statement filed under the Securities Act and under any
applicable state securities laws, any offering of any Equity Securities of the
Company, whether pursuant to Section 1(a) or otherwise, the Company shall give
notice of such determination to each potential Registering Shareholder and
Other Registering Shareholder (collectively, the "TRANSACTION REGISTERING
SHAREHOLDERS" about which the Company has knowledge; it being understood that
without prior notice to the Company, the Company shall not be deemed to have
knowledge of the existence of any pledgee of Registrable Shares. The Company
shall, as expeditiously as possible and in good faith, include in the
registration statement such Registrable Shares and Other Registrable Shares
(collectively, the "TRANSACTION REGISTRABLE SHARES"), as those persons shall
specify by notice received by the Company not later than 30 days after the
giving of the notice by the Company
- 3 -
<PAGE>
(each person so notifying the Company being hereinafter referred to as a
"PIGGY-BACK SHAREHOLDER"). Notwithstanding anything in the foregoing to the
contrary,
(1) the Company shall not be required to include any shares owned by
Piggy-Back Shareholders in a registration statement on Form S-4 or S-8 (or
any successor form) or a registration statement filed in connection with an
exchange offer or other offering of securities solely to the then existing
shareholders of the Company;
(2) if a registration pursuant to this Section 1(b) is made with
respect to a registration under Section 1(a) of the Other Registration
Rights Agreement, and if the registration involves an underwritten
offering, the Other Shareholder shall select (with the consent of the
Company, not to be unreasonably withheld) the managing underwriter for the
offering and any additional investment bankers and managers to be used in
connection with the offering, and if the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested
to be included in the registration is so great as would adversely affect
the offering, including the price at which the Registrable Shares can be
sold, the Company will include in the registration the maximum number of
securities which it is so advised can be sold without the adverse effect,
allocated as follows:
(A) FIRST, all Other Registrable Shares proposed to be
registered pursuant to the request under the Other Registration Rights
Agreement (if necessary, allocated pro rata among the Other Registering
Shareholders on the basis of the relative number of Other Registrable
Shares each such Other Registering Shareholder has requested to be included
in the registration); and,
(B) SECOND, all Registrable Shares owned by Registering
Shareholders and requested to be included in the registration (if
necessary, allocated pro rata among all the Registering Shareholders on the
basis of the relative number of Registrable Shares each such Registering
Shareholder has requested to be included in the registration), and
(C) THIRD, any other securities proposed to be registered by the
Company; and
(3) if a registration pursuant to this Section 1(b) is not made
pursuant to a request under Section 1(a) of the Other Registration Rights
Agreement, and if the registration involves an underwritten offering, the
Company shall select the managing underwriter for the offering and any
additional investment bankers and managers to be used in connection with
the offering, and if the managing underwriter advises the Company in
writing that, in its opinion, the number of securities requested to be
included in the registration is so great as would adversely affect the
offering, including the price at which the Registrable Shares can be sold,
the Company will include in the registration the maximum number of
securities which it is so advised can be sold without the adverse effect,
allocated as follows:
- 4 -
<PAGE>
(A) FIRST, all securities proposed to be registered by the
Company for its own account,
(B) SECOND, all Transaction Registrable Shares requested to be
included in the registration under Section 1(b) of this Agreement or under
Section 1(b) of the Other Registration Rights Agreement (if necessary,
allocated pro rata among all requesting Transaction Registering
Shareholders, on the basis of the relative number of Transaction
Registrable Shares, each Transaction Registering Shareholder has requested
to be included in the registration); and
(C) THIRD, any other securities proposed to be registered by the
Company other than for its own account;
(c) The Company shall provide each Registering Shareholder and
its representatives reasonable opportunity for due diligence in connection with
each registration of Registrable Shares of the Registering Shareholder pursuant
to this Section 1.
(d) At the request of one or more of the Registering
Shareholders or the Company in connection with any registration pursuant to this
Section 1, the Company and the requesting Registering Shareholders shall enter
into an appropriate underwriting agreement containing terms and provisions
customary in agreements of that nature, including provisions with respect to
expenses substantially the same as those set forth in Section 2 and provisions
with respect to indemnification and contribution substantially the same as those
set forth in Section 3.
(e) Notwithstanding anything herein to the contrary, the
Company shall not be required to include in any registration pursuant to this
Section 1 any Registrable Shares owned by a Registering Shareholder (1) if the
Company shall deliver to the Registering Shareholder an opinion, satisfactory in
form, scope and substance to the Registering Shareholder and addressed to the
Registering Shareholder by legal counsel satisfactory to the Registering
Shareholder, to the effect that the distribution of Registrable Shares proposed
by the Registering Shareholder is exempt from registration under the Securities
Act and all applicable state securities laws or (2) if such Registering
Shareholder or any underwriter of Registrable Shares shall fail to furnish to
the Company the information in respect of the distribution of the shares that
may be required under this Agreement to be furnished by the Registering
Shareholder or the underwriter to the Company.
(f) Upon written notice to each Registering Shareholder, the
Company may postpone effecting a registration pursuant to this Section 1 on one
occasion during any period of nine consecutive months, may require other holders
of shares registered pursuant to this Section 1 to refrain from disposing of the
shares under the registration or may require Transaction Registering
Shareholders to refrain from otherwise disposing of any shares of Equity
Securities of the Company owned by them (whether pursuant to Rule 144 under the
Securities Act or otherwise), in each case for a reasonable time specified in
the notice but not exceeding
- 5 -
<PAGE>
90 days (which period may not be extended or renewed), if (1) an investment
banking firm of recognized national standing shall advise the Company and the
Registering Shareholders in writing that effecting the registration or
disposition would materially and adversely affect an offering of Equity
Securities of the Company the preparation of which had then been commenced or
(2) the Company is in possession of material non-public information the
disclosure of which during the period specified in such notice the Company
believes would not be in the best interests of the Company. The period during
which the rights granted under Section 1 may be exercised by a Registering
Shareholder shall be extended by one day beyond the tenth-anniversary of the
Effective Date for each day that pursuant to this Section 1(f), the Company
postpones effecting a registration, requires the Registering Shareholder to
refrain from disposing of Registrable Shares under a registration or otherwise
requires the Registering Shareholder to refrain from disposing of shares of
Equity Securities of the Company pursuant to this Section 1(f).
(g) In the event the registration of Registrable Shares shall be
required by this Section 1:
(1) Each Registering Shareholder shall furnish, and shall cause each
underwriter of the Registrable Shares of the Registering Shareholder to be
distributed pursuant to the registration to furnish, to the Company in
writing promptly upon the request of the Company the additional information
regarding the Registering Shareholder or the underwriter, the contemplated
distribution of the Registrable Shares and the other information regarding
the proposed distribution by the Registering Shareholder and the
underwriter that shall be required in connection with the proposed
distribution by the applicable securities laws of the United States of
America and the states thereof in which the Registrable Shares are
contemplated to be distributed. The information furnished by any
Registering Shareholder or any underwriter shall be certified by the
Registering Shareholder or the underwriter, as the case may be, and shall
be stated to be specifically for use in connection with the registration.
(2) The Company shall prepare and file with the Securities and
Exchange Commission the Registration Statement, including the Prospectus
(as defined in Section 1(h)), under the Securities Act and as required
under any applicable state securities laws, on the form that is then
required or available for use by the Company to permit each Registering
Shareholder, upon the effective date of the Registration Statement, to use
the Prospectus in connection with the contemplated distribution by the
Registering Shareholder of the Registrable Shares so registered. The
Company shall deliver to each Registering Shareholder one executed copy of
the Registration Statement and each amendment thereof. If the registration
shall have been initiated solely by the Company or shall not have been
initiated by the Registering Shareholder, the Company shall not be
obligated to prosecute the registration, and may withdraw the Registration
Statement at any time prior to the effectiveness thereof, if the Company
shall determine in good faith not to proceed with the offering of
securities included in the Registration Statement. In all other cases, the
Company shall use its best efforts to cause the
- 6 -
<PAGE>
Registration Statement to become effective and, as soon as practicable
after the effectiveness thereof, shall deliver to each Registering
Shareholder evidence of the effectiveness and a reasonable supply of copies
of the Prospectus. In addition, if necessary for resale by the Registering
Shareholders, the Company shall qualify or register in such states as may
be reasonably requested by each Registering Shareholder the Registrable
Shares of the Registering Shareholder that shall have been included in the
Registration Statement; PROVIDED that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation in any state in which it is not subject to process or qualified
as of the date of the request.
(3) The Company shall use its best efforts to cause the Registration
Statement and the Prospectus to remain current, including the filing of
necessary amendments and supplements, and shall furnish copies of such
amendments and supplements to the Registering Shareholders, so as to permit
distributions by the Registering Shareholders during the respective
contemplated periods of distribution, but in no event longer than three
months from the effective date of the Registration Statement; PROVIDED that
the period shall be increased by the number of days that any Registering
Shareholder shall have been required by Section 1(f) to refrain from
disposing of the Registrable Shares owned by the Registering Shareholder in
the distribution. Notwithstanding anything in the foregoing to the
contrary, the Company may at any time upon notice to each Registering
Shareholder terminate the effectiveness of the Registration Statement or
upon notice to any Registering Shareholder withdraw from the Registration
Statement the Registrable Shares of the Registering Shareholder if, in the
opinion of counsel for the Company, there shall have arisen any legal
impediment to the offer of the Registrable Shares made by the Prospectus or
if any legal action or administrative proceeding shall have been instituted
or threatened or any other claim shall have been made relating to the offer
made by the Prospectus or against any of the parties involved in the offer;
PROVIDED that, promptly after those matters shall be resolved to the
satisfaction of counsel for the Company, pursuant to this Section 1 the
Company shall cause the registration of Registrable Shares formerly covered
by the Registration Statement that were removed from registration by the
action of the Company.
(4) Each Registering Shareholder shall report to the Company
distributions made by the Registering Shareholder of Registrable Shares
pursuant to the Prospectus and, upon written notice by the Company that an
event has occurred as a result of which an amendment or supplement to the
Registration Statement or the Prospectus is required, the Registering
Shareholder shall cease further distributions pursuant to the Prospectus
until notified by the Company of the effectiveness of the amendment or
supplement. Each Registering Shareholder shall distribute Registrable
Shares only in accordance with the manner of distribution contemplated by
the Prospectus with respect to the Registrable Shares. Each Registering
Shareholder, by participating in a registration pursuant to this Section 1,
acknowledges that the remedies of the Company at law for failure by the
Registering Shareholder to comply with the undertaking contained in this
Section 1(g) would be inadequate and that the failure would not be
adequately compensable in
- 7 -
<PAGE>
damages and would cause irreparable harm to the Company, and therefore
agrees that undertakings made by the Registering Shareholder in this
Section 1(g) may be specifically enforced.
(5) The Company shall deliver to the Registering Shareholders, their
counsel and the underwriters, if any, of Registrable Shares owned by
Registering Shareholders to be distributed pursuant to such registration,
the certificates, opinions of counsel and comfort letters that are
customarily delivered in connection with underwritten public offerings.
(h) For the purposes of this Section 1, the following terms
shall have the following meanings:
(1) "ACTION" against any person means an action, suit, investigation,
complaint or other proceeding pending against or affecting the person or
its property, whether civil or criminal, in law or in equity or before any
Governmental Body.
(2) "AFFILIATE" of a person means any other person (1) that directly
or indirectly controls, is controlled by or is under common control with,
the person or any of its subsidiaries, (2) that directly or indirectly
beneficially owns or holds 5% or more of any class of voting stock of the
person or any of its subsidiaries or (3) 5% or more of the voting stock of
which is directly or indirectly beneficially owned or held by the person or
any of its subsidiaries. The term "CONTROL" means the possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of
voting securities, by contract or otherwise.
(3) "CONSOLIDATED SUBSIDIARY" of a person at any date means any
subsidiary of the person or other entity the accounts of which would be
consolidated with those of the person in its consolidated financial
statements as of that date.
(4) "EQUITY SECURITIES" of a person means the capital stock of the
person and all other securities convertible into or exchangeable or
exercisable for any shares of its capital stock, all rights to subscribe
for or to purchase, all options for the purchase of, and all calls,
commitments or claims of any character relating to, any shares of its
capital stock and any securities convertible into or exchangeable or
exercisable for any of the foregoing.
(5) "REGISTRATION STATEMENT" means a registration statement filed by
the Company in accordance with Section 1(g)(2), including exhibits and
financial statements thereto, in the form in which it shall become
effective and, in the event of any amendment thereto after the effective
date of the registration statement, also means (from and after the
effectiveness of the amendment) the registration statement as so amended;
- 8 -
<PAGE>
(6) "RULE 144 TRANSACTION" means a transaction involving the sale of
Registrable Shares to a person other than an affiliate of the Company under
circumstances in which all of the applicable conditions of Rule 144 or Rule
144A (or any similar provisions then in force) under the Securities Act are
satisfied.
(7) "PROSPECTUS" means the prospectus relating to the Registrable
Shares owned by the Registering Shareholders included in a Registration
Statement at the time it becomes effective and, in the event of any
amendment or supplement to the Prospectus after the effective date of the
Registration Statement, also means (from and after the effectiveness of the
amendment or the filing with the Securities and Exchange Commission of the
supplement) the Prospectus as so amended or supplemented; and
SECTION 2. EXPENSES.
(a) The Company shall bear all expenses of the following:
(1) preparing, printing and filing each Registration Statement and
Prospectus and each qualification required to be filed under federal and
state securities laws in connection with a registration pursuant to
Section 1;
(2) furnishing to each Registering Shareholder one executed copy of
the related Registration Statement and the number of copies of the related
Prospectus that may be required by Sections 1(g)(2) and 1(g)(3) to be so
furnished, together with a like number of copies of each amendment or
supplement;
(3) performing its obligations under Section 1(g)(5);
(4) printing and issuing share certificates, including the transfer
agent's fees, in connection with each distribution so registered; and
(5) preparing audited financial statements required by the Securities
Act and the rules and regulations thereunder to be included in the
Registration Statement and preparing audited financial statements for use
in connection with the registration other than audited financial statements
required by the Securities Act and the rules and regulations thereunder;
(6) internal expenses (including without limitation, all salaries and
expenses of its officers and employees performing legal or accounting
duties;
(7) listing of the Registrable Shares; and
(8) fees and expenses of any special experts retained by the Company
in connection with the registration.
- 9 -
<PAGE>
(b) The Registering Shareholders shall bear all other expenses
incident to the distribution by the respective Registering Shareholders of
their Registrable Shares in connection with a registration pursuant to
Section 1, including without limitation the selling expenses of the Registering
Shareholders, commissions, underwriting discounts, insurance, fees of counsel
for the Registering Shareholders and their underwriters.
SECTION 3. INDEMNIFICATION
(a) The Company shall indemnify and hold harmless each
Registering Shareholder participating in a registration pursuant to Section 1,
each underwriter of any of the Registrable Shares owned by the Registering
Shareholder to be distributed pursuant to the registration, each partner in each
Registering Shareholder, the officers and directors of the Registering
Shareholder and the underwriter and each person, if any, who controls the
Registering Shareholder, each partner in each Registering Shareholder or the
underwriter within the meaning of Section 15 (or any successor provision) of the
Securities Act, and their respective successors, against all claims, losses,
damages and liabilities to third parties (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in the Registration Statement or the Prospectus or
other document incident thereto or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse each such Registering
Shareholder and each other person indemnified pursuant to this Section 3(a) for
any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
PROVIDED that the Company shall not be liable in any case to the extent that any
such claim, loss, damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by
any Registering Shareholder or underwriter for a Registered Shareholder
specifically for use in the Registration Statement or the Prospectus.
(b) Each Registering Shareholder, by participating in a
registration pursuant to Section 1, thereby agrees to indemnify and to hold
harmless the Company and its officers and directors and each person, if any, who
controls any of them within the meaning of Section 15 (or any successor
provision) of the Securities Act, and their respective successors, against all
claims, losses, damages and liabilities to third parties (or actions in respect
thereof) arising out of or based upon any untrue statement (or alleged untrue
statement) of a material fact contained in the Registration Statement or the
Prospectus or other document incident thereto or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse the
Company and each other person indemnified pursuant to this Section 3(b) for any
legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
PROVIDED that this Section 3(b) shall apply only if (and only to the extent
that) the statement or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by the Registering Shareholder
specifically for use in the Registration Statement or the Prospectus.
- 10 -
<PAGE>
(c) If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against any person
indemnified under this Section 3, the indemnified person shall promptly notify
the indemnifying party in writing, and the indemnifying party shall assume the
defense of the action or proceeding, including the employment of counsel
satisfactory to the indemnified person and the payment of all expenses. The
indemnified person shall have the right to employ separate counsel in any action
or proceeding and to participate in the defense of the action or proceeding, but
the fees and expenses of that counsel shall be at the expense of the indemnified
person unless
(1) the indemnifying party shall have agreed to pay those fees and
expenses; or
(2) the indemnifying party shall have failed to assume the defense of
the action or proceeding or shall have failed to employ counsel reasonably
satisfactory to the indemnified person in the action or proceeding; or
(3) the named parties to the action or proceeding (including any
impleaded parties) include both the indemnified person and the indemnifying
party, and the indemnified person shall have been advised by counsel that
there may be one or more legal defenses available to the indemnified person
that are different from or additional to those available to the
indemnifying party (in which case, if the indemnified person notifies the
indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such action or proceeding on behalf
of the indemnified person; it being understood, however, that the
indemnifying party shall not, in connection with any one action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for the
indemnified person, which firm shall be designated in writing by the
indemnified person).
The indemnifying party shall not be liable for any settlement of any action or
proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such action or
proceedings, the indemnifying party shall indemnify and hold harmless the
indemnified person from and against any loss or liability by reason of the
settlement or judgment.
(d) If the indemnification provided for in this Section 3 is
unavailable to an indemnified person (other than by reason of exceptions
provided in this Section 3) in respect of losses, claims, damages, liabilities
or expenses referred to in this Section 3, then each applicable indemnifying
party, in lieu of indemnifying the indemnified person, shall contribute to the
amount paid or payable by the indemnified person as a result of the losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified person on the other in
- 11 -
<PAGE>
connection with the statements or omissions which resulted in the losses,
claims, damages, liabilities or expenses as well as any other relevant equitable
considerations. The relative fault of the indemnifying party on the one hand
and of the indemnified person on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified person and
by these persons' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
or payable by a person as a result of the losses, claims, damages, liabilities
and expenses shall be deemed to include any legal or other fees or expenses
reasonably incurred by the person in connection with investigating or defending
any action or claim.
(e) Each Registering Shareholder participating in a registration
pursuant to Section 1 shall cause each underwriter of any of the Registrable
Shares owned by the Registering Shareholder to be distributed pursuant to the
registration to agree in writing on terms reasonably satisfactory to the Company
to indemnify and to hold harmless the Company and its officers and directors and
each person, if any, who controls any of them within the meaning of Section 15
(or any successors provision) of the Securities Act, and their respective
successors, against all claims, losses, damages and liabilities to third parties
(or actions in respect thereof) arising out of or based upon any untrue
statement (or alleged untrue statement) of a material fact contained in the
Registration Statement or the Prospectus or other document incident thereto or
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and to reimburse the Company and each other person indemnified pursuant to the
agreement for any legal or any other expense reasonably incurred in connection
with investigating or defending any claim, loss, damage, liability or action;
PROVIDED that the agreement shall apply only if (and only to the extent that)
the statement or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by the underwriter specifically
for use in the Registration Statement or the Prospectus.
SECTION 4. TRANSFER RESTRICTIONS.
(a) The Shareholder acknowledges that the Company issued and
sold the Registrable Shares owned by the Shareholder in reliance upon the
exemption afforded by Section 4(2) of the Securities Act for transactions by an
issuer not involving any public offering. The Shareholder represents that (1)
it has acquired the Tranche B Warrants for investment and without any view
toward distribution of any of the shares to any other person, (2) it will not
sell or otherwise dispose of the Registrable Shares except in compliance with
the registration requirements or exemption provisions under the Securities Act
and (3) before any sale or other disposition of any of the Registrable Shares
other than in a sale registered under the Securities Act, or pursuant to Rule
144 under the Securities Act unless the Company shall have been advised by
counsel that the sale does not meet the requirements of Rule 144 for the sale,
it will deliver to the Company an opinion of counsel reasonably satisfactory to
the Company to the effect that such registration is unnecessary.
- 12 -
<PAGE>
(b) Each certificate for Registrable Shares and any certificate
issued in exchange therefor or on conversion or upon transfer, except
certificates issued in connection with a sale registered under the Securities
Act and except as provided below, shall bear the legends to the following
effect:
(1) "The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be offered, sold,
transferred or otherwise disposed of except in compliance with said Act."
(2) "The shares represented by this certificate are subject to the
restrictions contained in the Registration Rights Agreement dated as of
__________, 1995, a copy of which is on file at the office of the Secretary
of the Company."
(3) "This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in a Rights Agreement between Forest Oil
Corporation and Mellon Securities Trust Company, dated as of October 14,
1993 (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal
executive offices of Forest Oil Corporation. Under certain circumstances,
as set forth in the Rights Agreement, those Rights will be evidenced by
separate certificates and will no longer be evidenced by this certificate.
Forest Oil Corporation will mail to the holder of this certificate a copy
of the Rights Agreement without charge after receipt of a written request
therefor. As described in the Rights Agreement, Rights issued to or
acquired by any Acquiring Person (as defined in the Rights Agreement)
shall, under certain circumstances, become null and void."
(c) The legend stated in Section 4(b)(1) shall be removed by
delivery of one or more substitute certificates without such legend if the
holder thereof shall have delivered to the Company a copy of a letter from the
staff of the Securities and Exchange Commission or an opinion of counsel, in
form and substance reasonably satisfactory to the Company, to the effect that
the legend is not required for purposes of the Securities Act.
(d) The legend stated in Section 4(b)(2) shall be removed at
such time as the related securities are no longer subject to this Agreement.
SECTION 5. FILINGS. The Company shall make all filings with the
Securities and Exchange Commission required in order to make available to the
holders of Registrable Shares the exemption from the registration requirements
provided by Rule 144 (or any successor regulation) under the Securities Act.
SECTION 6. MERGER, CONSOLIDATION, EXCHANGE, ETC. In the event,
directly or indirectly, (1) the Company shall merge with and into, or
consolidate with, or consummate a share exchange pursuant to Article 9 of the
New York Business Corporation Law (or successor provisions or statutes) with,
any other person, or (2) any person shall merge with and into, or
- 13 -
<PAGE>
consolidate, the Company and the Company shall be the surviving corporation of
such merger or consolidation and, in connection with such merger or
consolidation, all or part of the Registrable Shares shall be changed into or
exchanged for stock or other securities of any other person, then, in each such
case, proper provision shall be made so that such other person shall be bound by
the provisions of this Agreement and the term "Company" shall thereafter be
deemed to refer to such other person.
SECTION 7. OTHER AGREEMENTS.
(a) The Company shall cause the Other Registration Rights
Agreement at all times to contain provisions consistent with clause (2) of the
last sentence of Section 1(a) and with clauses (2) and (3) of the last sentence
of Section 1(b) (collectively, the "Priority Clauses").
(b) The Company, on behalf of itself and its Affiliates (other
than a Registering Shareholder), agrees (1) not to effect any public sale or
distribution of any securities similar to the Registrable Shares being
registered pursuant to this Agreement or any securities convertible into or
exchangeable or exercisable for such Registrable Shares during the 14 days prior
to, and during the 90-day period beginning on, the effective date of the
Registration Statement (except (x) on Form S-4 or Form S-8 (or comparable form)
or (y) as part of the Registration Statement; PROVIDED, that with respect to
clause (y) in the case of a registration pursuant to Section 1(a) the
Registering Shareholder initiating the registration consents to such inclusion),
or the commencement of a public distribution of Registrable Shares; (2) not to
enter into any agreement inconsistent with any of the Priority Clauses or any
other provision of this Agreement; (3) that any agreement entered into after the
date of this Agreement pursuant to which the Company issues or agrees to issue
any privately placed securities shall contain a provision under which holders of
such securities agree not to effect any public sale or distribution of any of
the securities during the periods described in clause (1) of this Section 7(b),
in each case including a sale in a Rule 144 Transaction (except as part of any
such registration, if permitted); PROVIDED, the provisions of this Section 7(b)
shall not prevent the conversion or exchange of any securities pursuant to their
terms into or for other securities or the issuance of Common Stock in lieu of
cash dividends otherwise payable in respect of the Convertible Preferred Stock.
(c) If and to the extent requested by the Company in the case of
a non-underwritten public offering and if and to the extent requested by the
managing underwriter in the case of an underwritten public offering, the
Registering Shareholder agrees not to effect any public sale or distribution of
any securities similar to the securities being registered or any securities
convertible into or exchangeable or exercisable for such securities during the
14 days prior to, and during the 90-day period beginning on, the effective date
of such registration statement (except as part of such registration agreement).
SECTION 8. NOTICES. All notices, requests and other communications to
any party under this Agreement shall be in writing. Communications may be made
by telecopy or similar
- 14 -
<PAGE>
writing. Each communication shall be given to the party at its address stated
on the signature pages of this Agreement or at any other address as the party
may specify for this purpose by notice to the other party. Each communication
shall be effective (1) if given by telecopy, when the telecopy is transmitted to
the proper address and the receipt of the transmission is confirmed, (2) if
given by mail, 72 hours after the communication is deposited in the mails
properly addressed with first class postage prepaid or (3) if given by any other
means, when delivered to the proper address and a written acknowledgement of
delivery is received.
SECTION 9. NO WAIVERS; REMEDIES. No failure or delay by any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
the right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.
SECTION 10. AMENDMENTS, ETC.
(a) No amendment, modification, termination or waiver of any
provision of this Agreement, and no consent to any departure by a party to this
Agreement from any provision of this Agreement, shall be effective unless it
shall be in writing and signed and delivered by the other party to this
Agreement, and then it shall be effective only in the specific instance and for
the specific purpose for which it is given.
(b) If and so long as any Other Registrable Shares remain
subject to the Other Registration Rights Agreement, (1) the Company shall not
agree to any amendment or modification of this Agreement without the prior
written consent of the Other Shareholder and (2) the Company shall not agree to
any amendment or modification of the Other Registration Rights Agreement without
the prior written consent of the Shareholder.
SECTION 11. SUCCESSORS AND ASSIGNS.
(a) The Shareholder may assign to any transferee of Tranche B
Warrants or Registrable Shares its rights and delegate its obligations under
this Agreement; provided that such transferee assignee shall accept those rights
and assume those obligations for the benefit of the Company in writing in form
reasonably satisfactory to the Company. Thereafter, without any further action
by any person, all references in this Agreement to the "Shareholder", and all
comparable references, shall be deemed to be references to the transferee, and
the Shareholder shall be released from any obligation or liability under this
Agreement with respect to the Tranche B Warrants or Registrable Shares so
transferred.
(b) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns pursuant to Section 11(a). The provisions of
Section 10(b) shall inure to the benefit of the Other Shareholder.
- 15 -
<PAGE>
SECTION 12. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York. All
rights and obligations of the Company and the Shareholder shall be in addition
to and not in limitation of those provided by applicable law.
SECTION 13. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if all signatures were on the same instrument.
SECTION 14. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the provision in any other
jurisdiction.
SECTION 15. HEADINGS AND REFERENCES. Section headings in this
Agreement are included for the convenience of reference only and do not
constitute a part of this Agreement for any other purpose. References to
parties and sections in this Agreement are references to the parties to or the
sections of this Agreement, as the case may be, unless the context shall require
otherwise.
SECTION 16. ENTIRE AGREEMENT. Except as otherwise specifically
provided in the following sentence, the Transaction Documents embody the entire
agreement and understanding of the respective parties and supersede all prior
agreements or understandings with respect to the subject matters of those
documents.
SECTION 17. SURVIVAL. Except as otherwise specifically provided in
this Agreement, each representation, warranty or covenant of each party to this
Agreement contained in or made pursuant to this Agreement shall survive each
Closing and remain in full force and effect, notwithstanding any investigation
or notice to the contrary or any waiver by any other party of a related
condition precedent to the performance by the other party of an obligation under
this Agreement.
SECTION 18. NON-EXCLUSIVE JURISDICTION. Each party (1) agrees that
any legal action with respect to this Agreement may be brought in the courts of
the State of New York or of the United States of America for the Southern
District of New York, (2) accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of those courts and (3)
irrevocably waives any objection, including, without limitation, any objection
to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which
it may now or hereafter have to the bringing of any legal action in those
jurisdictions.
SECTION 19. WAIVER OF JURY TRIAL. Each party waives any right to a
trial by jury in any Action to enforce or defend any right under this Agreement
or any amendment, instrument, document or agreement delivered, or which in the
future may be delivered, in
- 16 -
<PAGE>
connection with this Agreement and agrees that any Action shall be tried before
a court and not before a jury.
SECTION 20. AFFILIATE. Nothing contained in this Agreement shall
constitute the Shareholder an "affiliate" of any of the Company and its
Subsidiaries within the meaning of Rule 13e-3 under the Exchange Act.
----------------------------
- 17 -
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Registration Rights Agreement as of the date first written above in New York,
New York.
FOREST OIL CORPORATION
By:/s/ Robert S. Boswell
--------------------------------
Robert S. Boswell
President
Address: 1500 Colorado National Building
950 - 17th Street
Denver, Colorado 80202
Telecopy: (303) 592-2602
JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED
PARTNERSHIP
By: Enron Capital Corp., its General Partner
By:/s/ Clifford P. Hickey
--------------------------------
Name: Clifford P. Hickey
Title: Attorney-in-fact
Address: Joint Energy Development Investment
Limited Partnership
Attention: Keith Power
Telecopy: (713) 646-3602
------------------------
With a copy to:
Enron Capital & Trade
Resources Corp.
1200 17th Street, Suite 2750
Denver, Colorado 80202
Attention: Mr. Clifford Hickey
Telecopier: (303) 534-2205
S-1
<PAGE>
Exhibit 4.12
AMENDMENT No. 1 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated
January 24, 1996 is between FOREST OIL CORPORATION, a New York corporation (the
"Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Shareholder").
RECITALS
WHEREAS, the Company and the Shareholder entered into a Registration
Rights Agreement (the "Registration Rights Agreement") dated July 27, 1995
relating to registration rights granted by the Company to the Shareholder in
respect of certain Tranche B Warrant Shares.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants shall, on
the closing of the Second Restructure Agreement, be exchanged for 1,680,000
shares of common stock of the Company, par value $.10 per share, together with
the associated Rights.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange referred to above and to make
certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Registration Rights Agreement shall be amended as follows:
(a) In the Recitals, the last sentence of Paragraph A shall be deleted
and the following substituted therefor: "The 1,680,000 shares of
the Common Stock of the Company acquired pursuant to the Second
Restructure Agreement are referred to as the "Registrable Shares"."
(b) In Section 1(a), the phrase "Termination Date (as defined in the
JEDI/Anschutz Option)" shall be deleted and the following
substituted therefor: "Permitted Transfer Date (as defined in the
Shareholders Agreement dated January 24, 1996, between the Company
and the Shareholder)".
(c) In Section 1(b):
(i) The following clause shall be inserted at the beginning of
the first sentence of Section 1(b): "Subject to the
provisions of Section 1(b)(4),";
<PAGE>
(ii) The following Section 1(b)(4) shall be inserted:
"(4) If prior to the Effective Date 7/98 the Other
Shareholder requests inclusion or demands registration
of any Other Registrable Shares in an offering pursuant to
its rights under the Other Registration Rights Agreement,
the Shareholder shall be permitted to include in such
offering the same percentage of its Registrable Shares as
the percentage of Other Registrable Shares for which such
request has been made; provided that the percentage of Other
Registrable Shares shall be calculated based on the number
of shares of Common Stock of the Company owned by the Other
Shareholder, together with shares of Common Stock issuable
pursuant to any derivative security owned by the Other
Shareholder which is then in effect and convertible into or
exchangeable for, or which entitles the Other Shareholder to
purchase, Common Stock of the Company. If the managing
underwriter of such offering advises the Company in writing
that, in its opinion, the number of securities requested to
be included in the registration is so great as would
adversely affect the offering, including the price as to
which the Registrable Shares can be sold, the Company will
include in the registration the maximum number of securities
which it is so advised can be sold without the adverse
effect, allocated in accordance with the priorities set
forth in Setion 1(b)(2) or Section 1(b)(3), as the case may
be."
2. Except as modified by the terms of this Amendment, the terms of the
Registration Rights Agreement shall continue in full force and effect.
Any reference in the Registration Rights Agreement to "this Agreement"
shall be deemed to include the amendments to the Registration Rights
Agreement effected by this Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on
the same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By: /s/ Clifford P. Hickey
-------------------------------------
Clifford P. Hickey
Vice President
FOREST OIL CORPORATION
By: /s/ Daniel L. McNamara
-------------------------------------
Name: Daniel L. McNamara
Title: Secretary
-3-
<PAGE>
Exhibit 4.13
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated
November 5, 1996 is between FOREST OIL CORPORATION, a New York corporation (the
"Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Shareholder").
Terms not otherwise defined herein have the meanings stated in the Loan
termination Agreement (as defined below) or, if not defined therein, in the
Second Restructure Agreement (as defined below) or, if not defined therein, in
the Restructure Agreement.
RECITALS
WHEREAS, the Company and the Shareholder entered into a Registration
Rights Agreement dated July 27, 1995, as amended by Amendment No. 1 to
Registration Rights Agreement dated January 24, 1996 (the "Registration Rights
Agreement") relating to registration rights granted by the Company to the
Shareholder.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants were
exchanged for 1,680,000 shares of common stock of the Company, par value $.10
per share.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, certain debt owed by the Company to the
Shareholder shall, on the closing of the Loan Termination Agreement, be
exchanged for 2,000,000 shares of common stock of the Company, par value $.10
per share, together with certain cash.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange referred to in the immediately
preceding recital and to make certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Registration Rights Agreement shall be amended as follows:
(a) In the Recitals, the last sentence of Paragraph A shall be deleted
and the following substituted therefor: "The 1,680,000 shares of
the Common Stock of the Company acquired pursuant to the Second
Restructure Agreement (the "Initial Exchange Shares") and the
2,000,000 shares of Common Stock of the Company acquired
<PAGE>
pursuant to the Loan Termination Agreement (the "Additional
Exchange Shares") are together referred to as the "Registrable
Shares"."
(b) In Section 1(a):
(i) the phrase "the date that is the Permitted Transfer Date (as
defined in the Shareholders Agreement dated January 24,
1996, between the Company and the Shareholder)" shall be
deleted and replaced by "May 31, 1997";
(ii) each reference to "1,000,000 Registrable Shares" shall be
deleted and replaced by "800,000 Registrable Shares";
(iii) in the second line of sub-section (a)(1), "two" shall be
deleted and replaced by "three"; and
(iv) there shall be added the following sub-section (a)(3):
"any such written request may only relate to those
Registrable Shares to which, at the date of such request,
the transfer restrictions contained in Section 3.2 of the
Shareholders Agreement dated January 24, 1996 between the
Company and the Shareholder, as amended from time to time
(the "Shareholders Agreement") shall have ceased to apply."
(c) In Section 1(b):
(i) The first two sentences shall be deleted and replaced by the
following:
"Subject to Sections 1(b)(4) and 1(b)(5), from and after the
Effective Date to and including the tenth anniversary thereof, if
the Company shall determine to register or qualify by a
registration statement filed under the Securities Act and under any
applicable state securities laws, any offering of any Equity
Securities of the Company, whether pursuant to Section 1(a) or
otherwise, that shall not be offered and sold on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415 under the
Securities Act (or any successor provision), or if the Company
shall determine to offer for sale any Equity Securities under a
registration statement that shall provide for the offering and sale
of such Equity Securities on a delayed or continuous basis pursuant
to paragraph (ix) of Rule 415 under the Securities Act (or any
successor provision), the Company shall give notice of such
determination to each potential Registering Shareholder and Other
Registering Shareholder (collectively, the "Transaction Registering
Shareholders") about which the Company
-2-
<PAGE>
has knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of the
existence of any pledgee of Registrable Shares. The Company shall,
as expeditiously as possible and in good faith, include in the same
or different registration statement such Registrable Shares and
Other Registrable Shares (collectively, the "Transaction
Registrable Shares"), as those persons shall specify by notice
received by the Company not later than 30 days after the giving of
the notice by the Company; provided any such Registrable Shares may
only be included if at the date of such notice the transfer
restrictions contained in Section 3.2 of the Shareholders Agreement
shall have ceased to apply to such Registrable Shares. Each person
so notifying the Company shall hereinafter be referred to as a
"PIGGY-BACK SHAREHOLDER"."
(ii) The following Section 1(b)(5) shall be inserted:
"If, prior to the Effective Date, the Company shall, other
than pursuant to the exercise of a demand registration right
by any shareholder of the Company, determine to register or
qualify by a registration statement filed under the
Securities Act and under any applicable state securities
laws, any offering of any Equity Securities of the Company
that shall not be offered and sold on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415
under the Securities Act (or any successor provision), or if
the Company shall determine to offer for sale any Equity
Securities under a registration statement that shall provide
for the offering and sale of such Equity Securities on a
delayed or continuous basis pursuant to paragraph (ix) of
Rule 415 under the Securities Act (or any successor
provision), the Company shall give notice of such
determination to the Transaction Registering Shareholders
about which the Company has knowledge; it being understood
that without prior notice to the Company, the Company shall
not be deemed to have knowledge of the existence of any
pledgee of Registrable Shares. The Company shall, as
expeditiously as possible and in good faith, include in the
same or different registration statement such Additional
Exchange Shares and Other Registrable Shares as such
recipients of such notice shall specify by notice received
by the Company not later than 30 days after the giving of
the notice of the Company; provided that the Company shall
not be required to include any such Additional Exchange
Shares or Other Registrable Shares owned by such Registering
Shareholders in a registration statement on Form S-4 or S-8
(or any successor form) or a registration statement filed in
connection with an exchange offer or other offering of
securities
-3-
<PAGE>
solely to the then existing shareholders of the Company. If
the registration involves an underwritten offering, and the
managing underwriter of such offering advises the Company in
writing that, in its opinion, the number of securities
requested to be included in the registration is so great as
would adversely affect the offering, including the price as
to which the Additional Exchange Shares and Other
Registrable Shares can be sold, the Company will include in
the registration the maximum number of securities which it
is so advised can be sold without the adverse effect,
allocated in accordance with the priorities set forth in
Section 1(b)(3)."
2. Except as modified by the terms of this Amendment, the terms of the
Registration Rights Agreement shall continue in full force and effect.
Any reference in the Registration Rights Agreement to "this Agreement"
shall be deemed to include the amendments to the Registration Rights
Agreement effected by this Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on
the same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed and deliveredthis Amendment
as of the date first written above.
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By: /s/ Clifford P. Hickey
-------------------------------------
Clifford P. Hickey
Vice President
-4-
<PAGE>
FOREST OIL CORPORATION
By: /s/ Daniel L. McNamara
-------------------------------------
Daniel L. McNamara
Corporate Secretary and Corporate Counsel
-5-
<PAGE>
Exhibit 5
June 3, 1999
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202
RE: Form S-3 Registration Statement
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 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to 3,217,500 shares of
Forest's common stock, par value $.10 per share ("Common Stock").
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, and (ii) 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 become effective; (ii) the Common Stock will be sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement; and (iii) any definitive purchase,
underwriting or similar agreement with respect to any Common Stock offered will
have been duly authorized and validly executed and delivered by Forest and the
other parties thereto.
<PAGE>
Based on the foregoing, we are of the opinion that:
1. Forest has been duly incorporated and is validly existing as a
corporation under the laws of the State of New York.
2. The shares of Common Stock to be sold pursuant to the
Registration Statement have been duly authorized and validly issued and are
fully paid and non-assessable.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS
FOREST OIL CORPORATION
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 8, 1999,
relating to the consolidated balance sheets of Forest Oil Corporation and
subsidiaries as of December 31, 1998 and 1997, 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, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of Forest Oil Corporation, and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
Denver, Colorado
June 3, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 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 on 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.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 3, 1999
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and V. Bruce
Thompson his true and lawful attorneys and agents (each with the authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933 and/or the
Securities Exchange Act of 1934, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing of any periodic reports, forms or registration
statements relating to Forest Oil Corporation or any subsidiary thereof,
including, but without limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any document to
be filed with the Securities and Exchange Commission; and (ii) to register or
qualify any Securities for sale and to register or license the Company as a
broker or dealer in the Securities under the securities or Blue Sky Laws of all
such States as may be necessary or appropriate to permit therein the offering
and sale of the Securities as contemplated by a Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment thereto,
or to any exhibit filed as part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with the public
authority or authorities administering said securities or Blue Sky Laws for the
purpose of so registering or qualifying Securities or registering or licensing
the Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
15th day of June, 1998.
/s/ Robert S. Boswell
---------------------
Robert S. Boswell
