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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
RENTECH, INC
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
760112 10 2
(CUSIP NUMBER)
JOAN SONNEN
FOREST OIL CORPORATION
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
AUGUST 7, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
(Continued on following pages)
(Page 1 of 10)
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise be subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
(Page 2 of 10)
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CUSIP NO. 760112 10 2
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Forest Oil Corporation
I.R.S. Employer Identification No. 25-0484900
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2 Check the appropriate box if a member of a group(1) (a) / /
(b) /X/
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4 Source of Funds WC
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
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6 Citizenship or Place of Organization New York, United States
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Number of Shares 7 Sole Voting Power(1)(2) 3,369,650
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Beneficially Owned 8 Shared Voting Power 0
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by Each Reporting 9 Sole Dispositive Power(1)(2) 3,369,650
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Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by each Reporting Person(2) 3,369,650
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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13 Percent of Class Represented by Amount in Row (11)(2) 5.2%
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14 Type of Reporting Person CO
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(1) The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the stock
options expiring on December 31, 2001 that are immediately exercisable to
purchase 1,929,767 shares of Common Stock with an initial exercise price of
$1.25 per share, and (b) the stock options expiring on December 31, 2004
that are immediately exercisable to purchase 964,883 shares of Common Stock
with an initial exercise price of $5.00 per share. See Items 5 and 6.
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This Amendment No. 1 to the original Schedule 13D filed on March 28, 2000
(the "Original Schedule 13D") by Forest Oil Corporation ("Forest" or the
"Reporting Person") relates to shares of common stock, $.01 par value per share,
of Rentech Inc. (the "Company") and amends Items 4, 5, 6 and 7 of the Original
Schedule 13D. The cover page for Forest and the full text of Items 4, 5, 6, and
7, as amended hereby, are restated in their entirety in this Amendment No. 1.
Items 1, 2, and 3 of the Original Schedule 13D remain unchanged. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the same meaning as set forth in the Original Schedule 13D. The information
contained in this Schedule 13D/A is as of the date hereof, unless otherwise
expressly provided herein.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D (this
"Statement") relates is the Common Stock, par value $.01 per share (the "Common
Stock"), of Rentech, Inc., a Colorado corporation (the "Issuer"). The address of
the Issuer's principal executive offices is 1331 17th Street, Suite 720, Denver,
Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the Person filing this Statement (the "Reporting Person")
is Forest Oil Corporation.
(b) The state of organization of the Reporting Person is the State of New
York.
(c) The principal business of the Reporting Person is the acquisition,
exploration, development, production and marketing of natural gas and
liquids in North America.
(d) The address of the Principal Business and the principal office of the
Reporting Person is 1600 Broadway, Suite 2200, Denver, Colorado 80202.
(e) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(f) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violations with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 6 below, on March 18, 2000, the Reporting
Person purchased from the Issuer the number of shares of Common Stock and the
number of Options to purchase shares of Common Stock at the purchase price set
forth below.
<TABLE>
<CAPTION>
Number of Number of Shares Purchasable Number of Shares Purchasable
Shares Purchased Pursuant to 2001 Options Pursuant to 2004 Options Purchase Price
---------------- ---------------------------- ---------------------------- --------------
<S> <C> <C> <C>
1,000,000 2,000,000 1,000,000 $ 650,000
</TABLE>
The Reporting Person obtained funds for the purchase price of its shares of
Common Stock and its Options from working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
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The Reporting Person consummated the transactions described herein in order
to acquire an interest in the Issuer for investment purposes. The Reporting
Person intends to review continuously its position in the Issuer. Depending upon
future evaluations of the business prospects of the Issuer and upon other
developments including, but not limited to, general economic and business
conditions and stock market conditions, the Reporting Person may retain or from
time to time increase its holdings or dispose of all or a portion of its
holdings subject to any applicable legal and contractual restrictions on its
ability to do so.
The Stock Purchase Agreement, dated as of March 18, 2000, between the
Company and the Reporting Person (the "Stock Purchase Agreement") contained a
90-day restriction on the sale of the shares of Common Stock of the Company
held by the Reporting Person. Before expiration of such 90-day period and in
accordance with the Registration Rights Agreement, dated as of March 18,
2000, by and among the Company, the Reporting Person and Anschutz Investment
Company (the "Registration Rights Agreement")), the Company completed a
public offering of its common stock. On June 6, 2000 the Reporting Person
assigned 2.5% of its investment in the Company to each of two of the
Reporting Person's executive officers. In late June 2000, in accordance with a
periodic review of its position in the Company, the Reporting Person
commenced a divestiture program pursuant to which it sold a total of 475,000
shares of the Company's common stock over a period of approximately 40 days.
The Reporting Person intends to continue to review its position in the
Company.
In addition, the matters set forth in Item 6 below are incorporated in this
Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described in Item
6 below which are incorporated in this Item 4 by reference), the Reporting
Person has no present plans or proposals that relate to or that would result in
any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person is the record and
beneficial owner of 475,000 shares of Common Stock, 1,929,767 options to
purchase Common Stock pursuant to the 2001 Options, and 964,883 options to
purchase Common Stock pursuant to the 2004 Options. Assuming exercise of all
such options, the Reporting Person is the beneficial owner of 3,369,650
shares of Common Stock, which, based on calculations made in accordance with
Rule 13d-3 of the Exchange Act and, as of August 18, 2000, there being
65,158,878 shares of Common Stock outstanding, represents approximately 5.2%
of the outstanding shares of Common Stock, including the shares we have a
right to acquire within 60 days. This calculation utilizes the Company's
statement that 62,264,228 shares of common stock were outstanding on June 30,
2000, as set forth in the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 2000, along with Forest's right to acquire
1,929,767 and 964,883 shares of common stock pursuant to the 2001 Option
Agreement and the 2004 Option Agreement, respectively.
The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares owned
of record by such Reporting Person.
(b) The information set forth in Items 7 through 11 of the cover page
hereto is incorporated herein by reference.
(c) The transactions set forth in Item 6 below are incorporated in this
Item 5 as if fully set forth herein. Except as set forth herein, none of the
persons named in response to paragraph (a) has effected any transactions in
shares of Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
(a) Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement (the "Stock Purchase Agreement")
dated as of March 18, 2000, by and between the Issuer and the Reporting Person,
the Issuer agreed to sell to the Reporting Person, and the Reporting Person
agreed to purchase from the Issuer, 1,000,000 shares of Common Stock ("Purchased
Common Shares"), options to purchase 2,000,000 shares of Common Stock having an
exercise price of $1.25 per share and expiring December 31, 2001 ("2001
Options"), and options to purchase 1,000,000 shares of Common Stock having an
exercise price of $5.00 per share and expiring December 31, 2004 ("2004
Options"), collectively referred to as the "Purchased Securities", for an
aggregate purchase price of $650,000.00. The 2001 Options and the 2004 Options
are subject to the terms of their respective option agreements.
The foregoing description of the Stock Purchase Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and
is incorporated herein by reference.
(b) Registration Rights Agreement
The Issuer and the Reporting Person entered into a Registration Rights
Agreement (the "Registration Rights Agreement"), dated as of March 18, 2000,
pursuant to which the Issuer agreed to use its best efforts to file a
registration statement within 30 days from the date thereof , and to cause it to
become effective within 90 days thereof, covering the resale of all of Reporting
Person's Registrable Securities. In addition, the Reporting Person has certain
piggyback registration rights in connection with registrations of the Issuer's
securities under the Securities Act of 1933 (the "Securities Act").
On April 17, 2000 the Company filed a registration statement in
accordance with its obligations under the Registration Rights Agreement.
Pursuant to such registration statement, which became effective on May 26,
2000, 2000, the Company registered 13,990,560 shares of its Common Stock,
including 4,047,000 shares beneficially owned by the Reporting Person and two
of its executive officers. A total of 475,000 of the shares registered in the
offering were sold by Forest under the registration statement. The shares
sold by Forest were sold in the period beginning June 27, 2000 with the final
sale settling on August 7, 2000.
As used in this statement, "Registrable Securities" means the Purchased
Common Shares, the shares purchasable under the 2001 Options and the 2004
Options, and any shares of capital stock issued or issuable with respect to the
Purchased Securities as a result of any sale or issuance of Common Stock by the
Issuer for less than its then prevailing fair market value, any stock split,
stock dividend, recapitalization, exchange or similar event.
The foregoing description of the Registration Rights Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2
hereto and is incorporated herein by reference.
(c) Option Agreements
In furtherance of the Stock Purchase Agreement, the Issuer and the
Reporting Person entered into two Option Agreements (the "Option Agreements"),
both dated as of March 18, 2000, in respect of the 2001 Options and the 2004
Options. Under the 2001 Option Agreement, the Reporting Person or its permitted
assignee was originally entitled to purchase from the Issuer an aggregate of
2,000,000 shares of Common Stock at an exercise price of $1.25 per share, as
adjusted from time to time pursuant to the terms thereof. The 2001 Option
Agreement expires on December 31, 2001. Under the 2004 Option Agreement, the
Reporting Person or its permitted assignee was originally entitled to purchase
from the Issuer an aggregate of 1,000,000 shares of Common Stock at an exercise
price of $5.00 per share as adjusted from time to time pursuant to the terms
thereof. The 2004 Option Agreement expires on December 31, 2004.
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Because of an anti-dilution adjustment provision in the 2001 Option
Agreement and the 2004 Option Agreement and based upon information provided by
the Company, the right to acquire shares of Common Stock pursuant to the 2001
Option Agreement and the 2004 Option Agreement has since increased by 29,767 and
14,883 shares of Common Stock, respectively. After this anti-dilution adjustment
and after giving effect to the assignments discussed in subsection (d) below,
the 2001 Option Agreement currently grants the Reporting Person the right to
acquire a total of 1,929,767 shares of Common Stock and the 2004 Option
Agreement currently grants the Reporting Person the right to acquire a total of
964,883 shares of Common Stock.
The foregoing description of the 2001 Option Agreement and the 2004 Option
Agreement is not, and does not purport to be, complete and is qualified in its
entirety by reference to the Option Agreements and the Assignment and Assumption
Agreements discussed in subsection (d) below. A copy of the 2001 Option
Agreement is filed as Exhibit 10.3(a) hereto, and is incorporated herein by
reference, and a copy of the 2004 Option Agreement is filed as Exhibit 10.3(b)
hereto, and is incorporated herein by reference.
(d) Assignment and Assumption Agreements
On June 6, 2000, Forest assigned 2.5% of its interest in the Company to
each of Robert S. Boswell, Forest's Chairman and Chief Executive Officer, and
David H. Keyte, Forest's Executive Vice President and Chief Financial Officer.
As a result, 25,000 shares of common stock and Forest's rights to purchase
50,000 and 25,000 shares of common stock under the 2001 Option Agreement and
2004 Option Agreement, respectively, were transferred to each of Robert S.
Boswell and David H. Keyte. The purpose of the assignment was for Forest to
transfer part of its ownership in the Company to and for the benefit of each of
Robert S. Boswell and David H. Keyte for consideration. The Assignment and
Assumption Agreement, dated as of June 6, 2000 by and between the Reporting
Person and Robert S. Boswell (the "Boswell Assignment Agreement" ) and the
Assignment and Assumption Agreement, dated as of June 6, 2000, by and between
the Reporting Person and David H. Keyte (the "Keyte Assignment Agreement") are
filed herewith as Exhibits 10.4(a) and 10.4(b), respectively, and each is
incorporated herein by reference. Given these assignments, the related rights
under the Registration Rights Agreement as to the 2001 Options and the 2004
Options transferred to each of Mr. Boswell and Mr. Keyte have likewise been
assigned to each of Mr. Boswell and Mr. Keyte. Following these assignments and
the anti-dilution adjustment discussed in Item 5 above, Forest has rights to
purchase 1,929,767 shares of Common Stock under the 2001 Option Agreement and
964,883 shares of Common Stock under the 2004 Option Agreement.
The foregoing description of the Boswell Assignment Agreement and the Keyte
Assignment Agreement is not, and does not purport to be, complete and is
qualified in its entirety by reference to the Boswell Assignment Agreement and
the Keyte Assignment Agreement. A copy of the Boswell Assignment Agreement is
filed as Exhibit 10.4(a) hereto, and is incorporated herein by reference, and a
copy of the Keyte Assignment Agreement is filed as Exhibit 10.4(b) hereto, and
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
*Exhibit 10.1: Stock Purchase Agreement, dated as of March 18, 2000,
between the Issuer and the Reporting Person relating to the
purchase and sale of Common Stock, and options to purchase
Common Stock, of Rentech, Inc..
*Exhibit 10.2: Registration Rights Agreement, dated as of March 18, 2000,
by and among the Issuer, the Reporting Person, and Anschutz
Investment Company.
*Exhibit 10.3(a): 2001 Option Agreement dated as of March 18, 2000, between
the Issuer and the Reporting Person.
*Exhibit 10.3(b): 2004 Option Agreement dated as of March 18, 2000, between
the Issuer and the Reporting Person.
**Exhibit 10.4(a): Assignment and Assumption Agreement, dated as of June 6,
2000, between the Reporting Person and Robert S. Boswell
relating to the assignment of Common Stock, and options to
purchase Common Stock, of Rentech, Inc.
</TABLE>
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<TABLE>
<S> <C>
**Exhibit 10.4(b): Assignment and Assumption Agreement, dated as of June 6,
2000, between the Reporting Person and David H. Keyte
relating to the assignment of Common Stock, and options to
purchase Common Stock, of Rentech, Inc.
</TABLE>
*Previously filed.
**Filed herewith.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
August 21, 2000
Forest Oil Corporation
By: /s/ Joan C. Sonnen
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Name: Joan C. Sonnen
Title: Vice President, Controller and
Corporate Secretary
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EXHIBIT INDEX
<TABLE>
<S> <C>
*Exhibit 10.1: Stock Purchase Agreement, dated as of March 18, 2000,
between the Issuer and the Reporting Person relating to the
purchase and sale of Common Stock, and options to purchase
Common Stock, of Rentech, Inc..
*Exhibit 10.2: Registration Rights Agreement, dated as of March 18, 2000,
by and among the Issuer, the Reporting Person, and Anschutz
Investment Company.
*Exhibit 10.3(a): 2001 Option Agreement dated as of March 18, 2000, between
the Issuer and the Reporting Person.
*Exhibit 10.3(b): 2004 Option Agreement dated as of March 18, 2000, between
the Issuer and the Reporting Person.
**Exhibit 10.4(a): Assignment and Assumption Agreement, dated as of June 6,
2000, between the Reporting Person and Robert S. Boswell
relating to the assignment of Common Stock, and options to
purchase Common Stock, of Rentech, Inc.
**Exhibit 10.4(b): Assignment and Assumption Agreement, dated as of June 6,
2000, between the Reporting Person and David H. Keyte
relating to the assignment of Common Stock, and options to
purchase Common Stock, of Rentech, Inc.
</TABLE>
*Previously filed.
**Filed herewith.
