As filed with the Securities and Exchange Commission on October 16, 2001
Registration No. 333-35270
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
Forest Oil Corporation
(Exact name of registrant as specified in its charter)
New York 25-0484900
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Newton W. Wilson, III
Senior Vice President-Legal
Affairs and Secretary
1600 Broadway 1600 Broadway
Suite 2200 Suite 2200
Denver, Colorado 80202 Denver, Colorado 80202
(303) 812-1400 (303) 812-1400
(Address, including zip code, and (Name, address, including zip code, and
telephone number, including area telephone number, including
code, of registrant's principal area code, of agent for service)
executive offices)
Copy to:
Alan P. Baden
Vinson & Elkins L.L.P.
666 Fifth Avenue
26th Floor
New York, New York 10103
(917) 206-8000
(917) 206-8100 (FAX)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 is being filed solely for the purpose of amending the exhibit list and
adding new exhibits.
Part II
Information Not Required in Prospectus
Item 16. Exhibits.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
below:
Exhibit
No. Exhibit
------- -------
*1.1 - Form of Underwriting Agreement (Debt Securities).
*1.2 - Form of Underwriting Agreement (Preferred Stock).
*1.3 - Form of Underwriting Agreement (Common Stock).
*1.4 - Form of Underwriting Agreement (Securities Warrants).
**1.5 - Underwriting Agreement, dated October 11, 2001, by and between Forest
Oil Corporation and J.P. Morgan Securities Inc.
***4.1 - Form of Senior Debt Indenture.
***4.2 - Form of Subordinated Debt Indenture.
***4.3 - Form of Senior Debt Securities (included in Exhibit 4.1).
***4.4 - Form of Subordinated Debt Securities (included in Exhibit 4.2).
*4.5 - Form of Securities Warrants.
4.6 - Restated Certificate of Incorporation of Forest Oil Corporation,
dated October 14, 1993, incorporated herein by reference to Exhibit
3(i) to Form 10-Q for Forest Oil Corporation for the quarter ended
September 30, 1993 (File No. 0-4597).
4.7 - Certificate of Amendment of the Restated Certificate of
Incorporation, dated as of July 20, 1995, incorporated herein by
reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No. 0-4597).
4.8 - Certificate of Amendment of the Certificate of Incorporation, dated
as of July 26, 1995, incorporated herein by reference to Exhibit
3(i)(b) to Form 10-Q for Forest Oil Corporation for the quarter
ended June 30, 1995 (File No. 0-4597).
4.9 - Certificate of Amendment of the Certificate of Incorporation dated
as of January 5, 1996, incorporated herein by reference to Exhibit
3(i)(c) to Forest Oil Corporation's Registration Statement on Form
S-2 (File No. 33-64949).
4.10 - Certificate of Amendment of the Certificate of Incorporation dated
as of December 7, 2000, incorporated herein by reference to Exhibit
3(i)(d) to Form 10-K for Forest Oil Corporation for the year ended
December 31, 2000 (File No. 001-13515).
4.11 - Restated Bylaws of Forest Oil Corporation dated as of February 14,
2001, incorporated herein by reference to Exhibit 3(ii) to Form
10-K for Forest Oil Corporation for the year ended December 31,
2000 (File No. 001-13515).
4.12 - Indenture dated as of September 8, 1993 between Forest Oil
Corporation and Shawmut Bank, Connecticut, (National Association),
incorporated herein by reference to Exhibit 4.1 to Form 10-Q for
Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
II-1
Exhibit
No. Exhibit
------- -------
4.13 - First Supplemental Indenture dated as of February 8, 1996 among
Forest Oil Corporation, 611852 Saskatchewan Ltd. and Fleet National
Bank of Connecticut (formerly known as Shawmut Bank, Connecticut,
National Association, which was formerly known as The Connecticut
Bank), incorporated herein by reference to Exhibit 4.2 to Form 10-K
for Forest Oil Corporation for the year ended December 31, 1995
(File No. 0-4597).
4.14 - Second Supplemental Indenture dated as of September 12, 1997
between Forest Oil Corporation, 611852 Saskatchewan Ltd. and State
Street Bank and Trust Company (as successor in interest to Fleet
National Bank of Connecticut (formerly known as Shawmut Bank
Connecticut, National Association)), incorporated herein by
reference to Exhibit 4.3 to Form 10-K for Forest Oil Corporation
for the year ended December 31, 1997 (File No. 001-13515).
4.15 - Indenture dated as of September 29, 1997 among Canadian Forest Oil
Ltd., Forest Oil Corporation and State Street Bank and Trust
Company, incorporated herein by reference to Exhibit 4.1 to Forest
Oil Corporation's Registration Statement on Form S-4 dated October
31, 1997 (File No. 333-39255).
4.16 - Indenture dated as of February 5, 1999 between Forest Oil
Corporation and State Street Bank and Trust Company, incorporated
herein by reference to Exhibit 4.16 to Forest Oil Corporation's
Registration Statement on Form S-3 dated November 14, 1996, as
amended (File No. 333-16125).
4.17 - Rights Agreement between Forest Oil Corporation and Mellon
Securities Trust Company, as Rights Agent dated as of October 14,
1993, incorporated herein by reference to Exhibit 4.3 to Form 10-Q
for Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
4.18 - Amendment No. 1 dated as of July 27, 1995 to Rights Agreement dated
as of October 14, 1993 between Forest Oil Corporation and Mellon
Securities Trust Company, incorporated herein by reference to
Exhibit 99.5 of Form 8-K for Forest Oil Corporation dated October
11, 1995 (File No. 0-4597).
4.19 - Amendment No. 2, dated as of June 25, 1998 to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.1 to Form 8-K for Forest Oil Corporation, dated June
25, 1998 (File No. 001-13515).
4.20 - Amendment No. 3, dated as of September 1, 1998 to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.13 to Forest Oil Corporation Registration Statement on
Form S-4, dated November 6, 2000 (File No. 333-49376).
4.21 - Amendment No. 4, dated as of July 10, 2000, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.14 to Forest Oil Corporation Registration Statement on
Form S-4, dated November 6, 2000 (File No. 333-49376).
4.22 - Registration Rights Agreement, dated as of July 10, 2000, by and
between Forest Oil Corporation and the other signatories thereto,
incorporated herein by reference to Exhibit 4.15 to Forest Oil
Corporation Registration Statement on Form S-4, dated November 6,
2000 (File No. 333-49376).
4.23 - Credit Agreement, dated as of October 10, 2000, among Forest Oil
Corporation, the lenders party thereto, Bank of America, N.A., as
U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation
Agent, and The Chase Manhattan Bank, as Global Administrative
Agent, incorporated herein by reference to Exhibit 4.12 to Form
10-K for Forest Oil Corporation for the year ended December 31,
2000 (File No. 001-13515).
II-2
Exhibit
No. Exhibit
------- -------
4.24 - Mortgage, Deed of Trust, Assignment, Security Agreement, Financing
Statement and Fixture Filing from Forest Oil Corporation to Robert
C. Mertensotto, trustee, and Gregory P. Williams, trustee (Utah),
and The Chase Manhattan Bank, as Global Administrative Agent, dated
as of December 7, 2000, incorporated herein by reference to Exhibit
4.13 to Form 10-K for Forest Oil Corporation for the year ended
December 31, 2000 (File No. 001-13515).
4.25 - Canadian Credit Agreement, dated as of October 10, 2000, among
Canadian Forest Oil Ltd., the subsidiary borrowers from time to
time parties thereto, the lenders party thereto, Bank of Montreal,
as Canadian Syndication Agent, The Toronto-Dominion Bank, as
Canadian Documentation Agent, The Chase Manhattan Bank of Canada,
as Canadian Administrative Agent, and The Chase Manhattan Bank, as
Global Administrative Agent, incorporated herein by reference to
Exhibit 4.14 to Form 10-K for Forest Oil Corporation for the year
ended December 31, 2000 (File No. 001-13515).
4.26 - First Amendment to Combined Credit Agreement dated as of May 24,
2001, by and between Forest Oil Corporation, Canadian Forest Oil
Ltd., each of the lenders that is a party thereto, Bank of America,
N.A., as U.S. Syndication Agent, Citibank N.A., as U.S.
Documentation Agent, The Chase Manhattan Bank of Canada, as
Canadian Administrative Agent, Bank of Montreal, as Canadian
Syndication Agent, The Toronto-Dominion Bank, as Canadian
Documentation Agent, and The Chase Manhattan Bank, as Global
Administrative Agent, incorporated herein by reference to Exhibit
4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 2001 (File No. 001-13515).
4.27 - Indenture dated as of June 21, 2001 between Forest Oil Corporation
and State Street Bank and Trust Company, as Trustee, incorporated
herein by reference to Exhibit 4.2 to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 2001 (File No.
001-13515).
***5.1 - Opinion of Vinson & Elkins L.L.P.
**12.1 - Statement Regarding Computation of Ratios
***23.1 - Consent of KPMG LLP.
***23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
***24.1 - Powers of Attorney (included on the original signature pages hereof).
*25.1 - Form T-1 Statement of Eligibility of Trustee under the Senior Indenture.
*25.2 - Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture.
25.3 - Statement of Eligibility on Form T-1 of State Street Bank and Trust
Company, incorporated herein by reference to Exhibit 25.1 to the Company's
Registration Statement on Form S-4 (File No. 333-67970)
* The Company will file as an exhibit to a Current Report on Form 8-K or by
post-effective amendment (i) any form of Debt Securities, Securities Warrant
Agreement or Securities Warrants, and any Preferred Stock certificate or
certificate of designations, (ii) any form of underwriting agreement to be used
in connection with an offering of securities, (iii) any opinions of Vinson &
Elkins L.L.P. not previously filed and (iv) any statement of eligibility of a
trustee in connection with an offering of Debt Securities.
** Filed herewith.
*** Previously filed with this Registration Statement on Form S-3 on April 20,
2000.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on October 16, 2001.
FOREST OIL CORPORATION
By: /s/ Joan C. Sonnen
-----------------------------
Joan C. Sonnen
Vice President - Controller,
Chief Accounting Officer and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert S. Boswell* Chairman and Chief Executive Officer October 16, 2001
------------------------ (Principal Executive Officer)
Robert S. Boswell
/s/ David H. Keyte* Executive Vice President and Chief October 16, 2001
------------------------ Financial Officer (Principal
David H. Keyte Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller, Chief October 16, 2001
------------------------ Accounting Officer and Assistant
Joan C. Sonnen Secretary (Principal Accounting Officer)
/s/ Philip F. Anschutz* Director October 16, 2001
------------------------
Philip F. Anschutz
/s/ William L. Britton* Director October 16, 2001
------------------------
William L. Britton
/s/ Cortlandt S. Dietler* Director October 16, 2001
------------------------
Cortlandt S. Dietler
/s/ Dod A. Fraser* Director October 16, 2001
------------------------
Dod A. Fraser
/s/ Cannon Y. Harvey* Director October 16, 2001
------------------------
Cannon Y. Harvey
II-4
Director
------------------------
Forrest E. Hoglund
Director
------------------------
Stephen A. Kaplan
/s/ James H. Lee* Director October 16, 2001
------------------------
James H. Lee
/s/ Craig D. Slater* Director October 16, 2001
------------------------
Craig D. Slater
/s/ Michael B. Yanney* Director October 16, 2001
------------------------
Michael B. Yanney
* By Joan C. Sonnen as attorney-in-fact pursuant to a power of attorney
previously filed as exhibit 24.1 to this registration statement.
II-5
Exhibit
No. Exhibit Index
------- -------------
*1.1 - Form of Underwriting Agreement (Debt Securities).
*1.2 - Form of Underwriting Agreement (Preferred Stock).
*1.3 - Form of Underwriting Agreement (Common Stock).
*1.4 - Form of Underwriting Agreement (Securities Warrants).
**1.5 - Underwriting Agreement, dated October 11, 2001, by and between Forest
Oil Corporation and J.P. Morgan Securities Inc.
***4.1 - Form of Senior Debt Indenture.
***4.2 - Form of Subordinated Debt Indenture.
***4.3 - Form of Senior Debt Securities (included in Exhibit 4.1).
***4.4 - Form of Subordinated Debt Securities (included in Exhibit 4.2).
*4.5 - Form of Securities Warrants.
4.6 - Restated Certificate of Incorporation of Forest Oil Corporation,
dated October 14, 1993, incorporated herein by reference to Exhibit
3(i) to Form 10-Q for Forest Oil Corporation for the quarter ended
September 30, 1993 (File No. 0-4597).
4.7 - Certificate of Amendment of the Restated Certificate of
Incorporation, dated as of July 20, 1995, incorporated herein by
reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No. 0-4597).
4.8 - Certificate of Amendment of the Certificate of Incorporation, dated
as of July 26, 1995, incorporated herein by reference to Exhibit
3(i)(b) to Form 10-Q for Forest Oil Corporation for the quarter
ended June 30, 1995 (File No. 0-4597).
4.9 - Certificate of Amendment of the Certificate of Incorporation dated
as of January 5, 1996, incorporated herein by reference to Exhibit
3(i)(c) to Forest Oil Corporation's Registration Statement on Form
S-2 (File No. 33-64949).
4.10 - Certificate of Amendment of the Certificate of Incorporation dated
as of December 7, 2000, incorporated herein by reference to Exhibit
3(i)(d) to Form 10-K for Forest Oil Corporation for the year ended
December 31, 2000 (File No. 001-13515).
4.11 - Restated Bylaws of Forest Oil Corporation dated as of February 14,
2001, incorporated herein by reference to Exhibit 3(ii) to Form
10-K for Forest Oil Corporation for the year ended December 31,
2000 (File No. 001-13515).
4.12 - Indenture dated as of September 8, 1993 between Forest Oil
Corporation and Shawmut Bank, Connecticut, (National Association),
incorporated herein by reference to Exhibit 4.1 to Form 10-Q for
Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
Exhibit
No. Exhibit Index
------- -------------
4.13 - First Supplemental Indenture dated as of February 8, 1996 among
Forest Oil Corporation, 611852 Saskatchewan Ltd. and Fleet National
Bank of Connecticut (formerly known as Shawmut Bank, Connecticut,
National Association, which was formerly known as The Connecticut
Bank), incorporated herein by reference to Exhibit 4.2 to Form 10-K
for Forest Oil Corporation for the year ended December 31, 1995
(File No. 0-4597).
4.14 - Second Supplemental Indenture dated as of September 12, 1997
between Forest Oil Corporation, 611852 Saskatchewan Ltd. and State
Street Bank and Trust Company (as successor in interest to Fleet
National Bank of Connecticut (formerly known as Shawmut Bank
Connecticut, National Association)), incorporated herein by
reference to Exhibit 4.3 to Form 10-K for Forest Oil Corporation
for the year ended December 31, 1997 (File No. 001-13515).
4.15 - Indenture dated as of September 29, 1997 among Canadian Forest Oil
Ltd., Forest Oil Corporation and State Street Bank and Trust
Company, incorporated herein by reference to Exhibit 4.1 to Forest
Oil Corporation's Registration Statement on Form S-4 dated October
31, 1997 (File No. 333-39255).
4.16 - Indenture dated as of February 5, 1999 between Forest Oil
Corporation and State Street Bank and Trust Company, incorporated
herein by reference to Exhibit 4.16 to Forest Oil Corporation's
Registration Statement on Form S-3 dated November 14, 1996, as
amended (File No. 333-16125).
4.17 - Rights Agreement between Forest Oil Corporation and Mellon
Securities Trust Company, as Rights Agent dated as of October 14,
1993, incorporated herein by reference to Exhibit 4.3 to Form 10-Q
for Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
4.18 - Amendment No. 1 dated as of July 27, 1995 to Rights Agreement dated
as of October 14, 1993 between Forest Oil Corporation and Mellon
Securities Trust Company, incorporated herein by reference to
Exhibit 99.5 of Form 8-K for Forest Oil Corporation dated October
11, 1995 (File No. 0-4597).
4.19 - Amendment No. 2, dated as of June 25, 1998 to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.1 to Form 8-K for Forest Oil Corporation, dated June
25, 1998 (File No. 001-13515).
4.20 - Amendment No. 3, dated as of September 1, 1998 to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.13 to Forest Oil Corporation Registration Statement on
Form S-4, dated November 6, 2000 (File No. 333-49376).
4.21 - Amendment No. 4, dated as of July 10, 2000, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.14 to Forest Oil Corporation Registration Statement on
Form S-4, dated November 6, 2000 (File No. 333-49376).
4.22 - Registration Rights Agreement, dated as of July 10, 2000, by and
between Forest Oil Corporation and the other signatories thereto,
incorporated herein by reference to Exhibit 4.15 to Forest Oil
Corporation Registration Statement on Form S-4, dated November 6,
2000 (File No. 333-49376).
4.23 - Credit Agreement, dated as of October 10, 2000, among Forest Oil
Corporation, the lenders party thereto, Bank of America, N.A., as
U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation
Agent, and The Chase Manhattan Bank, as Global Administrative
Agent, incorporated herein by reference to Exhibit 4.12 to Form
10-K for Forest Oil Corporation for the year ended December 31,
2000 (File No. 001-13515).
Exhibit
No. Exhibit Index
------- -------------
4.24 - Mortgage, Deed of Trust, Assignment, Security Agreement, Financing
Statement and Fixture Filing from Forest Oil Corporation to Robert
C. Mertensotto, trustee, and Gregory P. Williams, trustee (Utah),
and The Chase Manhattan Bank, as Global Administrative Agent, dated
as of December 7, 2000, incorporated herein by reference to Exhibit
4.13 to Form 10-K for Forest Oil Corporation for the year ended
December 31, 2000 (File No. 001-13515).
4.25 - Canadian Credit Agreement, dated as of October 10, 2000, among
Canadian Forest Oil Ltd., the subsidiary borrowers from time to
time parties thereto, the lenders party thereto, Bank of Montreal,
as Canadian Syndication Agent, The Toronto-Dominion Bank, as
Canadian Documentation Agent, The Chase Manhattan Bank of Canada,
as Canadian Administrative Agent, and The Chase Manhattan Bank, as
Global Administrative Agent, incorporated herein by reference to
Exhibit 4.14 to Form 10-K for Forest Oil Corporation for the year
ended December 31, 2000 (File No. 001-13515).
4.26 - First Amendment to Combined Credit Agreement dated as of May 24,
2001, by and between Forest Oil Corporation, Canadian Forest Oil
Ltd., each of the lenders that is a party thereto, Bank of America,
N.A., as U.S. Syndication Agent, Citibank N.A., as U.S.
Documentation Agent, The Chase Manhattan Bank of Canada, as
Canadian Administrative Agent, Bank of Montreal, as Canadian
Syndication Agent, The Toronto-Dominion Bank, as Canadian
Documentation Agent, and The Chase Manhattan Bank, as Global
Administrative Agent, incorporated herein by reference to Exhibit
4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 2001 (File No. 001-13515).
4.27 - Indenture dated as of June 21, 2001 between Forest Oil Corporation
and State Street Bank and Trust Company, as Trustee, incorporated
herein by reference to Exhibit 4.2 to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 2001 (File No.
001-13515).
***5.1 - Opinion of Vinson & Elkins L.L.P.
**12.1 - Statement Regarding Computation of Ratios
***23.1 - Consent of KPMG LLP.
***23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
***24.1 - Powers of Attorney (included on the original signature pages hereof).
*25.1 - Form T-1 Statement of Eligibility of Trustee under the Senior Indenture.
*25.2 - Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture.
25.3 - Statement of Eligibility on Form T-1 of State Street Bank and Trust
Company, incorporated herein by reference to Exhibit 25.1 to the Company's
Registration Statement on Form S-4 (File No. 333-67970)
* The Company will file as an exhibit to a Current Report on Form 8-K or by
post-effective amendment (i) any form of Debt Securities, Securities Warrant
Agreement or Securities Warrants, and any Preferred Stock certificate or
certificate of designations, (ii) any form of underwriting agreement to be used
in connection with an offering of securities, (iii) any opinions of Vinson &
Elkins L.L.P. not previously filed and (iv) any statement of eligibility of a
trustee in connection with an offering of Debt Securities.
** Filed herewith.
*** Previously filed with this Registration Statement on Form S-3 on April 20,
2000.