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OMB Approval
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OMB Number: 3235-0145
Expires: November 30, 1999
Estimated average burden
hours per response: 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Forcenergy Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
345206 20 5
- --------------------------------------------------------------------------------
(CUSIP Number)
Cannon Y. Harvey Robert M. Swysgood, Esq.
The Anschutz Corporation The Anschutz Corporation
555 Seventeenth Street, Suite 2400 555 Seventeenth Street, Suite 2400
Denver, CO 80202 Denver, CO 80202
(303) 298-1000 (303) 298-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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. Seess. 240.13d-7 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (11-99)
<PAGE>
CUSIP Number: 345206 20 5
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
The Anschutz Corporation
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Kansas
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares -----------------------------------------
Beneficially 8. Shared Voting Power 6,489,288
Owned by -----------------------------------------
Each Reporting 9. Sole Dispositive Power 0
Person With -----------------------------------------
10. Shared Dispositive Power 6,489,288
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,489,288
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP Number: 345206 20 5
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Anschutz Company
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares -----------------------------------------
Beneficially 8. Shared Voting Power 6,489,288
Owned by -----------------------------------------
Each Reporting 9. Sole Dispositive Power 0
Person With -----------------------------------------
10. Shared Dispositive Power 6,489,288
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,489,288
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP Number: 345206 20 5
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Philip F. Anschutz
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares -----------------------------------------
Beneficially 8. Shared Voting Power 6,489,288
Owned by -----------------------------------------
Each Reporting 9. Sole Dispositive Power 0
Person With -----------------------------------------
10. Shared Dispositive Power 6,489,288
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,489,288
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP Number: 345206 20 5
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Anschutz Investment Company
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Colorado
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares -----------------------------------------
Beneficially 8. Shared Voting Power 932
Owned by -----------------------------------------
Each Reporting 9. Sole Dispositive Power 0
Person With -----------------------------------------
10. Shared Dispositive Power 932
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
932
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND THE ISSUER
The title of the class of equity securities to which this
statement relates is:
Common Stock, par value $.01 per share ("Common Stock"), of
Forcenergy Inc., a Delaware corporation (the "Company")
The name of the issuer and address of the Company's principal
executive officers are:
Forcenergy Inc.
2730 S.W. 3rd. Ave., Suite 800
Miami, Florida 33129
(305) 856-8500
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of The Anschutz Corporation,
a Kansas corporation ("TAC"), Anschutz Company, a Delaware corporation ("AC"),
Anschutz Investment Company, a Colorado corporation ("AIC"), and Philip F.
Anschutz ("Anschutz"). Anschutz owns 100% of the outstanding common stock of AC,
AC owns 100% of the outstanding common stock of TAC, and TAC owns 100% of the
outstanding common stock of AIC. Anschutz may be deemed to control TAC , AC, and
AIC.
The name, residence or business address and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of TAC,
AC, AIC, Anschutz and each executive officer and director of TAC, AC or AIC as
the case may be, are set forth below. Unless otherwise noted, each individual
listed below is a citizen of the United States of America.
Present Principal Occupation Business or
Filing Person Or Employment Residence Address
- ------------- ---------------------------- -----------------
TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
AC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
AIC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
<PAGE>
Present Principal Occupation Business or
Filing Person Or Employment Residence Address
- ------------- ---------------------------- -----------------
Anschutz Chairman and Director 2400 Qwest Tower
of TAC; Chairman and 555 Seventeenth Street
Director of AC; Director Denver, CO 80202
of AIC (303) 298-1000
C. Y. Harvey President and Director of 2400 Qwest Tower
TAC; President and Director 555 Seventeenth Street
of AC; Chairman and Denver, CO 80202
Director of AIC (303) 298-1000
M. A. Williams Director and Executive Vice 2400 Qwest Tower
President of TAC; Director 555 Seventeenth Street
and Executive Vice President Denver, CO 80202
of AC (303) 298-1000
C. D. Slater Executive Vice President and 2400 Qwest Tower
Director of TAC; Executive 555 Seventeenth Street
Vice President and Director Denver, CO 80202
of AC; President and (303) 298-1000
Director of AIC
D. L. Polson Director, Vice President and 2400 Qwest Tower
Assistant Secretary of TAC; 555 Seventeenth Street
Director, Vice President and Denver, CO 80202
Assistant Secretary of AC (303) 298-1000
R. M. Jones Vice President, General Counsel 2400 Qwest Tower
and Assistant Secretary of TAC; 555 Seventeenth Street
Vice President, General Counsel Denver, CO 80202
and Assistant Secretary of AC; (303) 298-1000
Vice President of AIC
W. J. Miller Vice President of TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
W. N. Jones Vice President of TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
<PAGE>
Present Principal Occupation Business or
Filing Person Or Employment Residence Address
- ------------- ---------------------------- -----------------
J. B. Parker Vice President of TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
T. G. Kundert Treasurer and Assistant 2400 Qwest Tower
Secretary of TAC; Treasurer 555 Seventeenth Street
and Assistant Secretary of AC; Denver, CO 80202
Treasurer and Assistant (303) 298-1000
Secretary of AIC
L. T. Wood Secretary of TAC; Secretary 2400 Qwest Tower
of AC; Secretary of AIC 555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
N. E. Holtz Assistant Vice President and 2400 Qwest Tower
Assistant Secretary of TAC 555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
S. M. Balano Assistant Secretary of TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
P. S. Kahlstrom Assistant Secretary of TAC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
S. T. Carpenter Vice President of AIC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
R. L. Kline Vice President of AIC 2400 Qwest Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
During the past five years, none of TAC, AC, AIC, Anschutz and
the executive officers and directors of TAC, AC, or AIC has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
<PAGE>
has 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 violation with respect to such laws.
TAC, AC, AIC and their affiliated companies are principally
engaged in investment in, and exploration and development of, natural resources,
railroads, real estate development, telecommunications, technology,
entertainment and professional sports.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 15, 2000, the effective date of the confirmed
Chapter 11 Bankruptcy plan of reorganization for the Company (the "Plan"), TAC
acquired beneficial ownership of 6,489,288 shares of Common Stock of the
Company, of which 6,488,356 shares are owned directly and 932 shares are owned
indirectly through AIC, TAC's wholly owned subsidiary. Prior to confirmation of
the Plan, TAC directly acquired $105,311,000 in the Company's subordinated debt
and indirectly acquired 23,300 shares of the Company's Common Stock through AIC.
$47,256,000 of the subordinated debt was from the Company's 8.5% Senior
Subordinated Notes and the remaining $58,055,000 was from the Company's 9.5%
Senior Subordinated Notes. All of the debt and shares were acquired for
investment purposes.
Under the Plan, TAC acquired 6,017,776 shares of the Company's
Common Stock, as reorganized, for the $105,311,000 in subordinated debt claims.
In addition, TAC committed to exercise rights to purchase warrants for 470,580
shares of the Company's Common Stock, as reorganized, at $10.00 per share. Also
under the Plan, AIC received 932 shares of the Company's Common Stock, as
reorganized, for AIC's interests represented by the 23,300 shares of the
Company's Common Stock AIC had acquired prior to the Company's bankruptcy
filing.
ITEM 4. PURPOSE OF TRANSACTION
TAC and AIC acquired the 6,488,356 shares for investment
purposes. TAC will continue to monitor and analyze the Company's operations and
opportunities, general market conditions, and various other investment
alternatives along with all other facts and circumstances in determining whether
additional interests in the Company should be purchased. Additional shares of
the Company's Common Stock may be acquired or sold in the open market or in
private transactions. The Company has entered into a Registration Rights
Agreement relating to the Common Stock held by TAC (and AIC). Except as
disclosed in this Schedule 13D, none of the reporting entities currently have an
agreement related to or which would otherwise result in any of the matters
described in Items 4(a)-(j) of Schedule 13D. As TAC continues investigation of
various investment opportunities, TAC may be involved in such matters and,
depending on the facts and circumstances at that time, may formulate a plan with
respect to such matters. In addition, the reporting parties may entertain
discussions with and proposals to the Company, to other shareholders of the
Company or to third parties, either at meetings of the Company's shareholders or
through independent negotiations with third parties.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As to the Company's Common Stock as reorganized, TAC is the
direct beneficial owner of 6,488,356 shares and indirect beneficial owner of the
932 shares directly owned by AIC. AC and Anschutz are indirect beneficial owners
of 6,489,288 shares. Based upon 24,000,000 shares outstanding, AIC beneficially
owns less than .05% of the shares (i.e. 0.0% rounded to the nearest tenth of a
percent), TAC beneficially owns 26.5% of the shares, and AC and Anschutz may be
deemed to beneficially own 26.5% of the shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
TAC has committed to exercise rights to purchase warrants for
470,580 shares of the Company's common stock, as reorganized, at $10.00 per
share. Accordingly, these shares have already been included as being
beneficially owned by TAC (and AC and Anschutz). The warrants are immediately
exercisable provided the Company: (1) registers the shares; (2) receives a no
action letter from the SEC that the shares are exempt from registration; or (3)
receives an opinion letter from counsel that the shares are exempt from
registration.
ITEM 7. MATERIAL TO BE FILES AS EXHIBITS
Exhibit 1 Power of Attorney executed by Philip F. Anschutz
appointing Robert M. Swysgood as attorney-in-fact.
Exhibit 2 Agreement Re Joint Filing
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 25, 2000
- ------------------------
Date
THE ANSCHUTZ CORPORATION
By: Philip F. Anschutz
Chairman
/s/ Robert M. Swysgood
--------------------------
By: Robert M. Swysgood (1)
Attorney-in-Fact
(1) Philip F. Anschutz executed a Power of Attorney that authorizes Robert M.
Swysgood to sign this Schedule 13D on his behalf as an individual and on his
behalf as Chairman of Anschutz Company, and on his behalf as Chairman of the
Anschutz Corporation. A copy of the Power of Attorney is filed as Exhibit 1 to
this Schedule 13D.
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 25, 2000
- --------------------
Date
THE ANSCHUTZ COMPANY
By: Philip F. Anschutz
Chairman
/s/ Robert M. Swysgood
--------------------------
By: Robert M. Swysgood (1)
Attorney-in-Fact
(1) Philip F. Anschutz executed a Power of Attorney that authorizes Robert M.
Swysgood to sign this Schedule 13D on his behalf as an individual and on his
behalf as Chairman of Anschutz Company, and on his behalf as Chairman of the
Anschutz Corporation. A copy of the Power of Attorney is filed as Exhibit 1 to
this Schedule 13D.
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 25, 2000
- ------------------
Date
PHILIP F. ANSCHUTZ
/s/ Robert M. Swysgood
--------------------------
By: Robert M. Swysgood (1)
Attorney-in-Fact
(1) Philip F. Anschutz executed a Power of Attorney that authorizes Robert M.
Swysgood to sign this Schedule 13D on his behalf as an individual and on his
behalf as Chairman of Anschutz Company, and on his behalf as Chairman of the
Anschutz Corporation. A copy of the Power of Attorney is filed as Exhibit 1 to
this Schedule 13D.
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 25, 2000
- ---------------------------
Date
ANSCHUTZ INVESTMENT COMPANY
/s/ Scott T. Carpenter
- ----------------------
By: Scott T. Carpenter
Vice President
<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
I, Philip F. Anschutz, hereby appoint Robert M. Swysgood, my true and
lawful attorney-in-fact to:
(1) execute for me and on my behalf, in my capacity as an
individual and in my capacity as an officer and/or director of
Anschutz Company and The Anschutz Corporation (the
"Companies"), Forms 3, 4, and 5 and Schedules 13D and 13G and
any Amendments thereto, in accordance with Sections 13 and 16
of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for me and on my behalf which
may be necessary or desirable to complete and execute any such
Forms 3, 4, or 5 and Schedules 13D and 13G and any Amendments
thereto and timely file such Form, Schedule or Amendment with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of the
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by me, it being understood that the
documents executed by the attorney-in-fact on my behalf
pursuant to the Power of Attorney shall be in such form and
shall contain such terms and conditions as the
attorney-in-fact may approve in his discretion.
I hereby grant to the attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted
as fully to all intents and purposes as I might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact, or the attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. I hereby acknowledge that the
foregoing attorney-in-fact, in serving in such capacity at my request, is not
assuming, nor are the Companies assuming, any of my responsibilities to comply
with Section 13 or 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until I am
no longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G and any
Amendments thereto, unless I earlier revoke this Power of Attorney in a signed
writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I hereby cause this Power of Attorney to be
executed as of this 21st day of October, 1999.
/s/ Philip F. Anschutz
----------------------
Philip F. Anschutz
<PAGE>
EXHIBIT 2
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant to Rule
13d-1(f) (1) (iii) under the Securities and Exchange Act of 1934, that this
Schedule 13D is to be filed on behalf of each such party.
PHILIP F. ANSCHUTZ THE ANSCHUTZ CORPORATION
/s/ Robert M. Swysgood By: Philip F. Anschutz
- ------------------------- Chairman
By: Robert M. Swysgood (1)
Attorney-in-Fact
/s/ Robert M. Swysgood
--------------------------
By: Robert M. Swysgood (1)
Attorney-in-Fact
ANSCHUTZ INVESTMENT COMPANY THE ANSCHUTZ COMPANY
/s/ Scott T. Carpenter By: Philip F. Anschutz
- ------------------------- Chairman
Scott T. Carpenter
Vice President
/s/ Robert M. Swysgood
--------------------------
By: Robert M. Swysgood (1)
Attorney-in-Fact
(1) Philip F. Anschutz executed a Power of Attorney that authorizes Robert M.
Swysgood to sign this Schedule 13D on his behalf as an individual and on his
behalf as Chairman of Anschutz Company, and on his behalf as Chairman of the
Anschutz Corporation. A copy of the Power of Attorney is filed as Exhibit 1 to
this Schedule 13D.
