UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Forcenergy Inc
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
345206 10 6
------------------
(CUSIP Number)
E. Joseph Grady
c/o Forcenergy Inc
2730 S.W. 3rd Avenue, Suite 800
Miami, Florida 33129-2237
(305) 856-8500
------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 27, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 345206 10 6 Page 2 of 13 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forcenergy AB (no IRS Identification No.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
Sweden
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8,740,486 shares of Common Stock
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH none
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,740,486 shares of Common Stock
------------------------------------------------
10 SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,740,486 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
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14 TYPE OF REPORTING PERSON
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 345206 10 6 Page 3 of 13 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forsinvest AB (no IRS Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX 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
Sweden
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 8,740,486 shares of Common Stock
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH none
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,740,486 shares of Common Stock
------------------------------------------------
10 SHARED DISPOSITIVE POWER
none
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6
8,740,486 shares of Common Stock owned directly by Forcenergy AB.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
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14 TYPE OF REPORTING PERSON
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 345206 10 6 Page 4 of 13 Pages
- ------------------------------ ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric Forss (no IRS Identification No.)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES none
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 8,740,486 shares of Common Stock
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH none
------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,740,486 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,740,486 shares of Common Stock owned directly by Forcenergy AB
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* Excludes 31,000 shares of Common Stock issuable upon the
exercise of vested director stock options /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The title of the class of the equity securities to which this statement
relates is common stock, par value $.01 per share (the "Common Stock"). The name
and address of the principal executive offices of the issuer of such securities
is Forcenergy Inc, a publicly held Delaware corporation (the "Issuer"), 2730
S.W. 3rd Avenue, Suite 800, Miami, Florida 33129-2237. The Issuer was
incorporated under the name Forcenergy Gas Exploration, Inc.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly by Forcenergy AB, a publicly
held Swedish corporation ( "FAB"), Forsinvest AB, a privately held Swedish
corporation ("Forsinvest") and Eric Forss, a citizen of the Kingdom of Sweden.
Information provided in this Schedule 13D is as of the date of filing unless
otherwise specified below.
(b) FAB. Shares of FAB's Series B common stock are listed and traded on
the Stockholm Stock Exchange. FAB is engaged in the business of (i) the trading
of oil and other energy products mainly in the Baltic region through its
ownership of Svenska Oljegruppen AB, a Swedish corporation and a wholly owned
subsidiary of FAB, and (ii) the exploration and production of oil and gas
through its 34% equity ownership interest in the Issuer. The address of FAB's
principal office is Birger Jarlsgatan 73-75, Box 190 40, S-104, 32 Stockholm,
Sweden.
Information concerning (i) each executive officer and director of FAB,
(ii) each controlling person of FAB and (iii) each executive officer, director
and other person ultimately in control of Forsinvest AB, which information is
disclosed in response to Item 2 of General Instruction C to Schedule 13D, is
attached hereto as Appendix A.
(c) FORSINVEST. The business address of Forsinvest is Birger Jarlsgatan
73-75, Box 19040, S-104, 32 Stockholm, Sweden, Stockholm, Sweden. Forsinvest
owns 1,000,000 Series A common shares of FAB and 2,154,433 Series B common
shares of FAB. Each Series A common share is entitled to one vote and each
Series B common share is entitled to 1/10 of a vote. Based on the 1,000,000
Series A common shares and 13,392,000 Series B common shares of FAB outstanding,
Forsinvest owns approximately 22% of the equity interest and a 52% voting
interest in FAB.
Information concerning (i) each executive officer and director of
Forsinvest, (ii) each controlling person of Forsinvest and (iii) each other
individual person (there are no corporations, partnerships or other controlling
persons who are not natural persons) ultimately in control of Forsinvest AB,
which information is disclosed in response to Item 2 of General Instruction C to
Schedule 13D, is attached hereto as Appendix B.
(d) ERIC FORSS. The business address of Eric Forss is Birger
Jarlsgatan 73-75, Box 19040, S-104, 32 Stockholm, Sweden. Eric Forss is the
President and a Director of FAB and is a Director of Forsinvest. Mr. Forss
directly owns a 37% voting interest in Forsinvest. No other person currently
exercises control over Forsinvest.
(e) During the last five years, neither FAB, Forsinvest or Eric Forss,
nor any of the individuals listed on Appendices A or B, have been convicted in
any criminal proceedings (excluding traffic violations and similar
misdemeanors).
(f) During the last five years, neither FAB, Forsinvest or Eric Forss,
nor any of the individuals listed on Appendices A or B, have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding become 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 violation with
respect to such laws.
Page 5 of 13 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Issuer was initially capitalized by FAB on September 14, 1993 with
$2,000,000 in cash and FAB's 97% limited partner interest in Forcenergy
Partners, L.P., a Delaware limited partnership (the "Partnership"), in exchange
for the issuance of 6,450,650 shares of Common Stock of the Issuer. Please refer
to Item 5 below. On May 12, 1994, the Issuer sold an additional 2,355,892 shares
of Common Stock to FAB. The funds for the purchase of the Common Stock in both
instances were provided for out of FAB's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
FAB's initial holdings of Common Stock were in the ordinary course of
its business. Please refer to Item 5 below for current plans and proposals by
certain persons who are shareholders of FAB.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of January 9, 1998, FAB owned directly 8,740,486 shares of Common
Stock (or 34% of the issued and outstanding shares of Common Stock).
Prior to July 27, 1995, the Issuer was a wholly owned subsidiary of
FAB. The Issuer was incorporated on August 16, 1993 to succeed to FAB's
ownership of the Partnership. Please refer to Item 5 above.
In July 1995, a total of 6,210,000 shares of Common Stock were offered
and sold in the initial public offering by the Issuer (Registration Statement on
Form S-1, Commission File No. 33-93020). Prior to that offering, FAB owned 100%
of the Common Stock. Upon completion of the initial public offering by the
Issuer, FAB owned approximately 49.5% of the issued and outstanding shares of
Common Stock.
As a result of a public offering closed in November 1996, a total of
4,025,000 shares of Common Stock (including 300,000 shares of Common Stock then
owned by FAB) were offered and sold to the public (Registration Statement on
Form S-3, Commission File No. 333-13657). Following that offering, FAB owned
approximately 39.1% of the issued and outstanding shares of Common Stock.
Following two acquisitions in October 1997 involving the issuance of
approximately 2.8 million shares of Common Stock in exchange for all of the
issued and outstanding capital stock of two non-affiliated entities, Convest
Energy Corporation and Edisto Resources Corporation (Registration Statement on
Form S-4, Commission File No. 333-31675), FAB owned approximately 34.3% of the
issued and outstanding shares of Common Stock.
As of January 9, 1998, certain executive officers and directors of FAB
owned shares of Common Stock of the Issuer. Mr. Wennerstrom beneficially owned a
total of 264,429 shares of Common Stock and beneficially owned an additional
1,123,438 shares of Common Stock which are subject to outstanding stock options
which may be exercised within the next sixty days. Mr. Issal and Mr. Forss each
beneficially owned 31,000 shares of Common Stock which are subject to
outstanding stock options which may be exercised within the next sixty days. No
other executive officer or director of FAB or Forsinvest owns any shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On December 18, 1997, Mr. Forss, Forsinvest and certain other
shareholders (the "Shareholders") of FAB entered into an agreement (the
"Shareholders' Agreement") with the Issuer pursuant to which the Shareholders
agreed to sell all of the shares of stock they own in FAB. The Shareholders'
Agreement was entered into in connection with a proposed offer (the "Exchange
Offer") to be made by the Issuer. A press release was issued by the Issuer on
December 19, 1997 in regard to the Exchange Offer. Under the proposed terms of
the Exchange Offer, the Issuer may issue shares of Common Stock in exchange for
at least 90% of (i) the issued and outstanding common shares of FAB (calculated
on a fully diluted basis) and (ii) the total voting rights with respect to
common shares of FAB. Assuming the tender of 100% of the issued and outstanding
shares in response to the Exchange Offer, these Shareholders of FAB would hold,
collectively, 7,926,773, or approximately 8%, of the then outstanding shares of
Common Stock. A copy of the Shareholder Agreement is included as an exhibit to
this filing and is incorporated herein by reference.
Page 6 of 13 Pages
<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Shareholders' Agreement, dated December 18, 1997, among
Forsinvest, Eric Forss and Stridor Invest AB.
B. Agreement for Joint Filing on Behalf of Each Reporting
Person
Page 7 of 13 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: January 15, 1998
FORCENERGY AB
By: /s/ Eric Forss
---------------------------
Name: Eric Forss
Title: President
Page 8 of 13 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: January 15, 1998
FORSINVEST AB
By: /s/ Eric Forss
---------------------
Name: Eric Forss
Title: Director
Page 9 of 13 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: January 15, 1998
ERIC FORSS
/s/ Eric Forss
-------------------------
Eric Forss
Page 10 of 13 Pages
<PAGE>
APPENDIX A
CERTAIN INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS
AND CONTROLLING PERSONS
OF
FORCENERGY AB
<TABLE>
<CAPTION>
(a) Executive Officers
<S> <C> <C> <C>
Name Present Principal Occupation or Employment Business Address Citizenship
- ---- ------------------------------------------ ---------------- -----------
Eric Forss President (1) Sweden
Mats Johansson Financial Manager (1) Sweden
</TABLE>
<TABLE>
<CAPTION>
(b) Directors
<S> <C> <C> <C>
Name Present Principal Occupation or Employment Business Address Citizenship
- ---- ------------------------------------------ ---------------- -----------
Eric Forss President, Forcenergy AB * (1) Sweden
Goran Ekdahl Attorney at Law, Gedda & Ekdahl Advokatbyra (2) Sweden
Robert Issal President of Rejmyre Belsning AB * (3) Sweden
Stig Wennerstrom President and CEO of Forcenergy Inc* (4) Sweden
Bengt Wicksen President, Lanforsakringar Liv AB (5) Sweden
</TABLE>
<TABLE>
<CAPTION>
(c) Controlling Persons
<S> <C> <C> <C>
Name Present Principal Occupation or Employment Business Address Citizenship
Forsinvest AB N/A (1) Sweden
</TABLE>
- -----------
* Eric Forss, Robert Issal and Stig Wennerstrom are also members of the
Issuer's Board of Directors.
(1) Birger Jarlsgatan 73-75, Box 19040, S-104, 32 Stockholm, Sweden.
(2) Gedda & Ekdahl Advokatbyra, Box 5348, S-102 47 Stockholm, Sweden.
(3) Rejmyre Belsning AB, S-610 14 Rejmyre, Sweden.
(4) 2730 S.W. 3rd Avenue, Suite 800, Miami, Florida 33129-2237.
(5) Lanforsakringar Liv AB, S-106 50 Stockholm, Sweden.
Page 11 of 13 Pages
<PAGE>
APPENDIX B
CERTAIN INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS AND
CONTROLLING PERSONS
OF
FORSINVEST AB
<TABLE>
<CAPTION>
(a) Executive Officers
<S> <C> <C> <C>
Name Present Principal Occupation or Employment Business Address Citizenship
Tomas Hellstrom President, Forsinvest AB (1) Sweden
</TABLE>
<TABLE>
<CAPTION>
(b) Directors
<S> <C> <C> <C>
Name Present Principal Occupation or Employment Business Address Citizenship
Eric Forss President, Forcenergy AB * (1) Sweden
Tomas Hellstrom President, Forsinvest AB (1) Sweden
Robert Issal President of Rejmyre Belsning AB * (2) Sweden
(c) Controlling Persons
Name Present Principal Occupation or Employment Business Address Citizenship
Eric Forss President, Forcenergy AB * (1) Sweden
</TABLE>
- -----------
* Eric Forss and Robert Issal are also members of the Issuer's Board of
Directors.
(1) Birger Jarlsgatan 73-75, Box 19040, S-104, 32 Stockholm, Sweden.
(2) Rejmyre Belsning AB, S-610 14 Rejmyre, Sweden.
Page 12 of 13 Pages
<PAGE>
EXHIBIT INDEX
A. Shareholders' Agreement, dated December 18, 1997, among Forsinvest,
Eric Forss and Stridor Invest AB.
B. Agreement for Joint Filing on Behalf of Each Reporting Person.
Page 13 of 13 Pages
<PAGE>
EXHIBIT A
December 18, 1997
Forsinvest AB
Mr. Eric Forss
Stridor Invest AB
Birger Jarlsgatan 73-75
Box 19040
S-104 32 Stockholm, Sweden
Re: Forcenergy AB
Dear Sirs:
We understand that Forsinvest AB, Eric Forss and Stridor Invest AB (the
"Shareholders") are the beneficial owners of, or exercise control and direction
over, certain shares of stock of Forcenergy AB (the "Company") identified in the
attached Exhibit A (such shares as well as any additional Shares acquired by the
Shareholders as provided in Section 2.2(c), the "Forss Shares"). Forcenergy Inc
("FEN") proposes to make an offer to purchase all of the outstanding shares of
stock of the Company (the "Shares"). This letter sets forth the agreement
between the Shareholders and FEN relating to the Shareholders tendering the
Forss Shares.
1. The Offer
---------
1.1. FEN intends to make an offer (the "Offer") to purchase all of the
outstanding Shares of the Company at a price per share determined in
the manner set forth in Exhibit B and subject to the other conditions
set forth therein. The Offer shall be made in accordance with
applicable securities laws, rules of applicable stock exchanges and
applicable laws.
1.2. The Offer will be conditional upon more than 90% of the outstanding
Shares being tendered under and not withdrawn from the Offer as well
as certain conditions precedent as set forth in Exhibit B.
1.3. In the event that the press release with respect to the Offer is not
made to the shareholders of the Company on or before January 15, 1998,
or if FEN has withdrawn the Offer prior to the Expiry Date, the
Shareholders may terminate their obligations under this Agreement by
notice to FEN. In the event that the transactions contemplated by the
Offer are not consummated on or before the Closing Date (as defined in
Exhibit B), or where the conditions precedent to the Offer are not
satisfied on or before the Expiry Date, except as provided for in
Section 4 hereof, the Shareholders' obligations under this Agreement
shall also terminate in the manner provided under Section 9 of this
Agreement. The Offer shall be made in accordance with the requirements
of applicable Swedish and securities laws including the Recommendation
Concerning Public Offers to Purchase Shares promulgated in 1988 by the
Joint Committee of the Stockholm Chamber of Commerce and the
Federation of Swedish Industries, as amended from time to time and in
effect (the "Recommendation").
1.4. Notwithstanding anything contained herein to the contrary, except (i)
with respect to the price per Series A Shares and Series B Shares
under Section 4 of Exhibit B, and (ii) the obligations being incurred
by the Shareholders under Sections 2, 3, 4 and 5 hereof in order to
induce FEN to make the Offer to all shareholders, the Offer described
in Exhibit B shall be made by FEN, and the resultant exchange of
Shares for FEN Shares shall be effected, with respect to all
shareholders and Shares of the Company, on the same terms and
conditions.
-1-
<PAGE>
2. Covenants of the Shareholders
-----------------------------
2.1. The Shareholders agree:
(a) to unconditionally and irrevocably accept the Offer in
accordance with the terms and conditions of the Offer, not
later than the 3rd business day after the date on which the
Offer period for acceptance begins;
(b) prior to the expiry or termination of the Option provided
for in Section 4 below, not to sell, assign, convey or
otherwise dispose of any of the Forss Shares other than
pursuant to the Offer or the Option;
(c) not to grant any proxy, power-of-attorney or other
authorization or interest in or with respect to the Forss
Shares; and
(d) not to deposit the Forss Shares into a voting trust or enter
into a voting agreement or arrangement with respect to the
Forss Shares.
2.2. The Shareholders also agree:
(a) not to solicit or initiate proposals or offers from, or
negotiations with, directly or indirectly, any person other
than FEN relating to the Shares or concerning any
transaction involving the Company as a whole;
(b) not to initiate, propose, assist or participate in any
solicitation of shareholders of the Company which may reduce
the likelihood of the Offer being successfully completed;
and
(c) that any shares of the Company that the Shareholders
purchase or with respect to which the Shareholders otherwise
acquire beneficial ownership after the date of this
Agreement and prior to the termination of this Agreement
shall be subject to the terms and conditions of this
Agreement to the same extent as if they constituted Forss
Shares.
2.3. This Agreement shall not restrict any director of the Company from
acting in accordance with such person's fiduciary obligations as a
director of the Company.
3. Proxy
-----
3.1. The Shareholders hereby revoke all previous proxies granted with
respect to any of the Forss Shares owned by the Shareholders that would
conflict with the terms of the Proxy granted hereby.
3.2. Effective as of the date the Offer is made by FEN, the Shareholders
hereby irrevocably constitute and appoint FEN and Stig Wennerstrom,
President and Chief Executive Officer of FEN or E. Joseph Grady, Vice
President, Treasurer and Chief Financial Officer of FEN, in their
respective capacities as officers of FEN, and any individual who shall
hereafter succeed to such respective offices, and each of them
individually, as its true and lawful proxy and attorney-in-fact, with
full power of substitution, for and in the name, place and stead of
the Shareholders, to call and attend any and all meetings of the
Company's shareholders, and any adjournments thereof, to execute any
and all written consents of shareholders of the Company and to vote
all of the Forss Shares and any and all shares of any other class of
capital stock of the Company presently or at any future time owned
beneficially or of record by the Shareholders, including any and all
securities having voting rights issued or issuable in respect thereof,
which the Shareholders are entitled to vote (all of the foregoing
being collectively referred to as the "Subject Stock"), and to
represent and otherwise act as the Shareholders could act, in the same
manner and with the same effect as if the Shareholders were personally
present, at any such annual, special or other meeting of the
shareholders of the Company, and at any adjournment thereof (a
-2-
<PAGE>
"Meeting"), or pursuant to any written consent in lieu of meeting or
otherwise. Such attorneys and proxies are hereby authorized to vote
the Subject Stock in accordance with the terms of the Proxy
contemplated hereby.
3.3. The Shareholders hereby covenant and agree that they will not vote or
take any action by written consent of shareholders in lieu of meeting
on any matter that is subject to the Proxy without FEN's prior
consent.
3.4. The Shareholders acknowledge that FEN will make the Offer in reliance
upon this Agreement, including the Proxy, and that the Proxy is
granted in consideration for the making of the Offer by FEN.
4. Option
------
4.1. If as a result a superior offer being made by another party ("Third
Party Offeror") to the shareholders of the Company, (i) the Offer is
allowed to expire or (ii) the Offer is terminated as a result of the
conditions precedent thereto not being met, in each case without FEN
taking up and paying for any Shares deposited under the Offer, then
FEN shall have an option (the "Option") to purchase all of the Forss
Shares identified in Exhibit A for a consideration with respect to
Series A Shares of (i) all cash in an amount equal to 755,000 times
the greater of $33 and the closing price of a FEN Share as of the date
the Option is exercised by FEN, or (ii) 755,000 FEN Shares, and with
respect to each Series B Share of (i) all cash in an amount equal to
1,192,403 times the greater of $33 and the closing price of a FEN
Share as of the date the Option is exercised by FEN, or (ii) 1,192,403
FEN Shares, in each case exercisable at any time before the third
business day prior to the first publicly announced expiry date of the
said offer; provided if the expiry date of said offer shall occur
prior to the Expiry Date of the Offer, FEN shall have until the
Closing Date to exercise the Option. FEN shall have the option of
paying either cash as provided in subsection (i) or stock as provided
in subsection (ii) with respect to the Series A and Series B Shares.
FEN shall indemnify the Shareholders for all taxes incurred by the
Shareholders as a result of the exercise of the Option by FEN. The
Option may be exercised by written notice to the Shareholders. If FEN
exercises the Option, settlement of the purchase shall be effected by
the Shareholders causing to be delivered to Enskilda Securities, as
agent for FEN, at its principal offices in Stockholm, Sweden, an
assignment to FEN of the Forss Shares in respect of which the Option
is exercised, and such other documents as may be required under
Swedish law to effectively transfer the Forss Shares to FEN, against
payment of the purchase price therefor, or shall be effected in such
other manner and at such other time as may be agreed by the
Shareholders and FEN.
4.2. Notwithstanding anything herein provided, FEN may at any time at its
sole discretion terminate the Option by notice in writing delivered or
sent by telecopy to the Shareholders and forthwith upon the delivery or
receipt of the telecopy of any such notice, the Option shall forthwith
expire and terminate as to such of the Forss Shares in respect of which
the Option has not been exercised.
4.3. Nothing contained herein or done pursuant hereto shall obligate FEN to
purchase and pay for any of the Forss Shares except those Forss Shares
in respect of which FEN shall have exercised the Option in the manner
hereinbefore provided.
4.4. Any Shares of the Company that the Shareholders purchase or with
respect to which the Shareholders otherwise acquire beneficial
ownership after the date of this Agreement and prior to the termination
of this Agreement shall be subject to the Option.
4.5. In the event FEN acquires the Forss Shares pursuant to the Option (i)
FEN shall not transfer the Forss Shares except to the Third Party
Offeror without obtaining the prior written consent of the Shareholders
(which consent shall not be unreasonably withheld), and (ii) if FEN
transfers the Forss Shares to the Third Party Offeror in accordance
with its tender offer, as amended or revised, or, as a result of such
tender offer, FEN transfers the Forss Shares to another party within 30
days of the expiration date of such tender offer, FEN shall pay the
Shareholders 75% of the amount equal to the proceeds received by FEN
less (a) the value of the consideration paid the Shareholders by FEN in
exercising the Option, and (b) the aggregate costs and expenses
-3-
<PAGE>
incurred by FEN in connection with making the Offer, exercising the
Option and the transfer to the Third Party Offeror.
4.6. Nothing contained herein shall give FEN the right to withdraw the Offer
once made except in accordance with the terms of the Offer, and the
Option is granted to FEN to be exercisable only in the event an offer
for the Shares is made by a Third Party Offeror.
5. Covenants, Representations and Warranties
-----------------------------------------
5.1. The Shareholders covenant, represent and warrant to FEN as follows.
(a) The Shareholders are duly authorized to execute and deliver
this Agreement and this Agreement is a valid and binding
agreement, enforceable against the Shareholders with respect
to all Forss Shares in accordance with its terms. Neither
the execution of this Agreement by the Shareholders nor the
completion by the Shareholders of the transactions
contemplated hereby will constitute a violation of or
default under, or conflict with, any contract, commitment,
agreement, understanding, arrangement or restriction of any
kind to which the Shareholders will be parties or by which
they will be bound at the time of such completion.
(b) The Shareholders are the beneficial owners of, or exercise
control and direction over, the Forss Shares and have the
authority to enter into this Agreement on behalf of all
owners or holders of the Forss Shares and carry out the
transactions contemplated hereby.
(c) The Forss Shares are validly issued, fully paid and
non-assessable shares of the Company and the transfer of the
Forss Shares to FEN will pass good and marketable title to
the Forss Shares, free and clear of all claims, liens,
charges, encumbrances and security interests.
(d) The Shareholders have no agreement, option, right or
privilege capable of becoming an agreement, option, right or
privilege, for the purchase, subscription or issuance of any
of the unissued shares in the capital of the Company, the
outstanding Shares or for the issue of any other securities
of any nature or kind of the Company.
(e) Without obtaining the prior written consent of FEN (which
consent shall not be unreasonably withheld), the
Shareholders agree not to transfer, sell, exchange, pledge
or otherwise dispose of or encumber any of the FEN Shares
received pursuant to the Offer, at any time prior to 6
months from the date that the Shareholders acquire the FEN
Shares; provided, however, that notwithstanding the
foregoing, the Shareholders may transfer, sell, exchange,
pledge or otherwise dispose of or encumber (i) up to 25% of
the total number of FEN Shares the Shareholders receive in
accordance with the Offer and (ii) up to 100% of such FEN
Shares for the sole purpose of pledging such FEN Shares to a
lending institution or institutions in connection with
securing a bank line of credit offered by such institution.
The lock up provided herein shall not preclude such pledge
or resulting foreclosure of such FEN Shares.
5.2. FEN hereby represents and warrants to the Shareholders that FEN is duly
authorized to execute and deliver this Agreement and that this
Agreement is a valid and binding agreement, enforceable against FEN in
accordance with its terms. Neither the execution of this Agreement nor
the consummation by FEN of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or
restriction of any kind to which FEN is a party or by which FEN is
bound, except for prohibitions contained in agreements for which FEN
shall obtain waivers prior to making the Offer.
-4-
<PAGE>
5.3. FEN acknowledges that the Forss Shares are presently pledged to secure
certain lines of credit, and that the pledge and subsequent foreclosure
of such pledge does not constitute a misrepresentation by the
Shareholders of the representations of the Shareholders contained
herein. It is intended that the pledge of such shares shall be released
in connection with any transfer of such shares to FEN, and that the FEN
Shares received by the Shareholders in exchange therefore would be
pledged to secure such lines of credit.
5.4. Upon consummation of the transactions contemplated by the Offer, FEN
shall cause the Company to discharge the directors of the Company from
liability provided such discharge is recommended by the auditors of the
Company, Price Waterhouse.
6. Expenses
--------
6.1. Each party hereto agrees to pay its own expenses incurred in
connection with this Agreement.
7. Public Disclosure of Offer
--------------------------
Each party shall consult with the other and the Company before making
any public disclosure or announcement of, or pertaining to, this Agreement and
any such disclosure or announcement shall be mutually satisfactory to both
parties; provided that this paragraph shall not apply to any disclosure or
announcement pertaining to this Agreement which a party is advised by legal
counsel is required to be made by applicable laws, stock exchange rules or
policies of regulatory authorities having jurisdiction, in which case the other
party to this Agreement shall be so notified.
8. Amendments
----------
This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by the
parties hereto. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party.
9. Termination of Agreement
------------------------
The Shareholders' obligations under this Agreement shall be terminated
under Section 1.3 or, except as provided in Section 4.1, on the first business
day following the Closing Date of the Offer.
10. Time
----
Time shall be of the essence of this Agreement.
11. Successors and Assigns
----------------------
This Agreement shall be binding upon, enure to the benefit of and be
enforceable by the Shareholders and FEN.
12. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with
the laws of the Kingdom of Sweden. All disputes arising in connection with this
Agreement shall be finally settled by arbitration in Stockholm, Sweden, in
accordance with the Swedish Arbitration Act.
13. Notices
-------
Any notice, request, demand or other instrument which may be required
or permitted to be delivered, given or served upon any party hereto shall be
sufficiently delivered, given to or served upon the party in question, if in
-5-
<PAGE>
writing, and if either delivered by hand, by facsimile or by any other means of
instant written telecommunication, in each case addressed, in the case of each
of the Shareholders, to:
Birger Jarlsgatan 73-75
Box 19040
S-104 32 Stockholm Sweden
Telecopy No. +46 (0)8-723 10 15
and in the case of FEN, to:
Forcenergy Inc
2730 SW 3rd Avenue
Suite 800
Miami, FL 33129
Attention: President
Telecopy No. (305) 856-4300
Any written communication as aforesaid, if delivered or sent by
facsimile or any other means of instant written telecommunication, shall be
deemed to have been given or made on the day on which it was delivered or sent
as aforesaid if it is received at or before 3:30 p.m. Miami, FL time on the day
in question or, if such day is not a business day, delivery shall be deemed to
have occurred on the next following business day. Any party hereto may from time
to time change its address for service hereunder by notice to the other party.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof by signing and returning the enclosed duplicate
of this letter. This letter may be signed in two counterparts which together
shall be deemed to constitute one valid and binding agreement and delivery of
the counterparts may be effected by means of telecopier from us to you and from
you to us.
Yours truly,
Forcenergy Inc
By: /s/ Stig Wennerstrom
--------------------------
President
-6-
<PAGE>
The foregoing is in accordance with our understanding and is accepted
and agreed this 18th day of December, 1997.
Forsinvest AB Stridor Invest AB
By: /s/ Eric Forss By: /s/ Eric Forss
---------------------------- ---------------------------
/s/ Eric Forss
----------------------------
Eric Forss
-7-
<PAGE>
EXHIBIT A
Name of Owner Series No. of Shares
- ------------- ------ -------------
Forsinvest AB A 1,000,000
B 2,154,433
Stridor Invest AB B 40,000
Eric Forss B 30,200
------
Total Series A 1,000,000
-----
Series B 2,224,633
<PAGE>
EXHIBIT B
TERMS OF THE OFFER
------------------
1. General Terms
-------------
The Offer shall be made to the Shareholders and all other shareholders
of the Company in compliance with the applicable laws and the
Recommendation.
2. Expiry Date
-----------
The Offer shall be open until March 31, 1998 (provided that FEN may,
subject to all legal and regulatory requirements, extend such period of
time at its sole discretion) (the "Expiry Date").
3. Closing Date
------------
FEN shall pay for and receive the Shares which have been tendered under
the Offer not later than ten business days after the Expiry Date (the
"Closing Date")
4. Price Per Share
---------------
The Offer shall provide that FEN shall pay 0.75 FEN Share for each
Series A Share of the Company (the "A Shares") and 0.5359 FEN Share for
each Series B Share of the Company (the "B Shares"), which in each case
have been tendered under the Offer.
5. Conditions of the Offer
-----------------------
The Offer shall not be subject to any conditions other than the
hereinafter described conditions which must be satisfied on or before
the Expiry Date and remain satisfied until the Closing Date:
a. There shall have been validly tendered under the Offer and
not withdrawn, a number of Shares which constitutes more
than 90% of (i) the issued and outstanding Shares
(calculated on a fully diluted basis) and (ii) the total
voting rights with respect to the Shares.
b. All Shares tendered under the Offer shall be free and clear
of all claims, liens, charges, encumbrances and security
interests.
c. The Offer and issuance of the FEN Shares provided for in
paragraph 4 shall have been approved by the shareholders of
FEN at a special meeting of the shareholders called for such
purpose.
d. There shall not have occurred any change (including any
announcement, governmental or regulatory initiative,
condition, event or development involving a change to the
law) that, in the judgment of FEN, acting reasonably,
directly or indirectly has a material adverse effect in
relation to the current business or operations of FEN or the
Company in relation to the regulatory regime applicable to
their respective businesses and operations, or with respect
to completing a compulsory acquisition or any subsequent
acquisition, transaction, or with respect to any intended
integration of the Company with FEN, or with any
reorganization of the Company or FEN in connection with any
such intended integration.
e. Any required prospectus is declared effective by the U.S.
Securities and Exchange Commission and the Stockholm Stock
Exchange and that the FEN Shares are approved for
registration and listing on the NYSE and the Stockholm Stock
Exchange.
<PAGE>
f. Any applicable waiting periods under any competition, foreign
investment or similar law, regulation or other governmental
authority having jurisdiction over FEN or the Company with
respect to such matters shall have expired or been terminated
in respect of such transactions.
g. Any other requisite regulatory approvals (including, without
limitation, those of any stock exchanges or other regulatory
authorities) shall have been obtained by FEN on terms and
conditions satisfactory to FEN acting reasonably.
h. No act, action, suit or proceeding shall have been taken
before or by any federal, provincial or foreign court or other
tribunal or governmental agency or other regulatory or
administrative agency or commission or by any elected or
appointed public official or private person or corporation,
and no law, regulation or policy shall have been enacted,
promulgated or applied, which would reasonably be expected to
have a material adverse effect on the consummation of the
transactions contemplated by the Offer.
i. There shall not have occurred any material breach of any of
the terms of the agreement with the Shareholders on behalf of
the Forss Shares or any termination of such agreement pursuant
to the terms thereof, all representations and warranties with
respect to the Company in Exhibit B-1 hereto shall be true and
correct in all material respects, and all covenants with
respect to the Company in Exhibit B-2 shall have been
performed or complied with. In this regard, the Shareholders
make no representations, warranties or covenants with regard
to Exhibits B-1 and B-2.
The foregoing conditions are for the exclusive benefit of FEN and may
be waived by FEN in whole or in part at any time and from time to time
before or after the Expiry Date.
-2-
<PAGE>
EXHIBIT B-1
REPRESENTATIONS AND WARRANTIES
1. Capitalization. There are 14,392,000 Shares issued and outstanding,
consisting of 1,000,000 Series A Shares and 13,392,000 Series B
Shares. There are no options, warrants, or other commitments
obligating the Company or any Subsidiary to issue or sell any shares
of any capital stock of the Company or any of its Subsidiaries.
2. FEN Shares. The Company is the record and beneficial owner of
8,740,486 shares of common stock of FEN (the "FEN Shares"). The FEN
Shares are free and clear of all security interests, liens, charges,
encumbrances or other evidence of indebtedness, and rights of others,
except 1,100,000 FEN Shares are pledged to secure an unutilized line
of credit in which no indebtedness is outstanding.
3. Absence of Changes. Since December 31,1996 (i) the Company has
conducted its business only in the ordinary course, (ii) no liability
or obligation of any nature material to the Company has been incurred,
and (iii) there has not been any adverse change in the financial
conditions, results of operations or businesses of the Company.
4. Employment Agreements. The Company is not a party to any written or
oral policy, agreement, obligation or understanding providing for
severance or termination payments to, or any employment agreement
with, any person except for payments required under Swedish law and
payments due under employment contracts, copies of which have been
delivered to FEN.
5. Financial Statements. The Company's 1996 Annual Report, and the
unaudited financial statements for 1997 up to and including the
statements for the third quarter of 1997, were prepared in accordance
with generally accepted accounting principles in Sweden consistently
applied.
6. Litigation, etc. There is no claim, action, proceeding or
investigation pending or threatened against or relating to the Company
or any Subsidiary that, if adversely determined, is likely to have a
material adverse effect on the Company or prevent or materially delay
consummation of the transactions contemplated by the Offer.
7. Returns Filed and Taxes Paid. All tax returns required to be filed by
or on behalf of the Company or any material Subsidiaries have been
duly filed on a timely basis and, such returns are true, complete and
correct in all material respects. All taxes shown to be payable on the
returns or on subsequent assessments with respect thereto have been
paid in full, and no other taxes are payable by the Company or any
material Subsidiaries with respect to items or periods covered by such
returns.
8. Insurance. The Company maintains insurance policies naming the Company
as an insured covering risks reasonably and prudently foreseeable in
the operation and conduct of the business of the Company and the
Subsidiaries.
<PAGE>
EXHIBIT B-2
Ordinary Course of Business
Unless FEN shall otherwise agree in writing, or unless the contrary is
expressly contemplated or permitted by the terms of the Offer, each of
the Company and its subsidiaries shall, prior to the Expiry Date:
(a) conduct its business only in, and not take any action except
in, the usual, ordinary and regular course of business
consistent with past practices;
(b) not:
(i) issue, sell, pledge, or dispose of:
(A) any shares of FEN held by the Company;
or
(B) any additional Shares of, or rights of
any kind to acquire any Shares of, any
capital stock of the Company;
(C) except in the ordinary course of
business consistent with past practices,
any assets of the Company.
(ii) amend the Articles of Association or other
corporate governance documents;
(iii) split, combine or reclassify any outstanding
Shares, or declare, set aside or pay any dividend
or other distribution with respect to the Shares;
(iv) redeem, purchase or offer to purchase any Shares
of the Company;
(v) reorganize, consolidate or merge the Company with
any other person, corporation, partnership or
other business organization whatsoever;
(vi) incur or commit to incur any indebtedness for
borrowed money or issue any debt securities except
the Company's wholly owned subsidiary, Svenska
Oljegruppen AB (SOG) may incur indebtedness in the
ordinary course of business consistent with past
practices.
(c) not to:
(i) take any action with respect to any employment,
severance, collective bargaining or similar
agreements, policies or arrangements or with respect
to the grant of any bonuses, salary increases, stock
options, pension benefits, retirement allowances,
deferred compensation, severance or termination pay,
or any other form of compensation or profit sharing
or with respect to any increase of benefits payable
otherwise than pursuant to agreements, policies or
arrangements in effect (without amendment) on the
date hereof;
(d) not take any action that would render, or that reasonably may
be expected to render, any representation or warranty with
respect to the Company in Exhibit B-1 untrue at any time prior
to the Expiry Date unless any particular representation or
warranty contained herein cannot reasonably be expected to
apply as of the Expiry Date.
<PAGE>
EXHIBIT B
AGREEMENT FOR JOINT FILING
In connection with the beneficial ownership of shares of
common stock, par value $.01 per share, of Forcenergy Inc, Forcenergy AB,
Forsinvest AB and Eric Forss hereby agree to the joint filing on behalf of such
persons all filings, including the filing of a Schedule 13D and all amendments
thereto pursuant to Rule 13d-2(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant
to which joint filing statements are permitted.
IN WITNESS WHEREOF, the undersigned have caused this Agreement
for Joint Filing to be signed as of this 15th day of January, 1998.
FORCENERGY AB
By: /s/ Eric Forss
------------------
Name: Eric Forss
Title: President
FORSINVEST AB
By: /s/ Eric Forss
--------------------
Name: Eric Forss
Title: Director
ERIC FORSS
/s/ Eric Forss
-------------------------
Eric Forss
