-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NK2mlQrgjbIwL+GRdEdTZUn7o3KiOLybfBYOTaNxFDkGnaqyiijczv1XHVMNNqXx GSjxk0zGU8a1M5nhPNrwrg== 0000899243-96-001507.txt : 19961120 0000899243-96-001507.hdr.sgml : 19961120 ACCESSION NUMBER: 0000899243-96-001507 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961115 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250484900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-10360 FILM NUMBER: 96667259 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: STE 2200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOINT ENERGY DEVELOPMENT INVESTMENTS LP CENTRAL INDEX KEY: 0001007030 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138534829 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Forest Oil Corporation ---------------------- (Name of Issuer) Common Stock, $.10 par value per share -------------------------------------- (Title of Class of Securities) 346091 60 6 --------------------------- (CUSIP Number) Julia Heintz, General Counsel - Finance Enron Capital & Trade Resources Corp. 1400 Smith Street Houston, Texas 77002 (713) 853-4794 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 5, 1996 ---------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). SCHEDULE 13D - ------------------------ CUSIP NO.: 346091 60 6 - ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Joint Energy Development Investments Limited Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] N/A (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEM 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 -0- NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 3,680,000 shares of Common Stock, $.10 par value OWNED BY per share, of Forest Oil Corporation ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 -0- REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 3,680,000 shares of Common Stock, $.10 par value per share, of Forest Oil Corporation - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,680,000 shares of Common Stock, $.10 par value per share, of Forest Oil Corporation - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 N/A [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.1% of the Common Stock of Forest Oil Corporation - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 PN - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------ CUSIP NO.: 346091 60 6 - ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Enron Corp. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] N/A (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEM 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 -0- NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 3,680,000 shares of Common Stock, $.10 par value per share, of Forest Oil Corporation OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 -0- REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 3,680,000 shares of Common Stock, $.10 par value per share, of Forest Oil Corporation - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,680,000 shares of Common Stock, $.10 par value per share, of Forest Oil Corporation - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 N/A [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.1% of the Common Stock of Forest Oil Corporation - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ Capitalized terms that are used herein and are defined in the Schedule 13D of Joint Energy Development Investments Limited Partnership and Enron Corp. filed on February 1, 1996 (the "Initial Schedule 13D") have the meanings ascribed to them in the Initial Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The information furnished under this Item in the Initial Schedule 13D is hereby amended by the addition of the following: On November 5, 1996, JEDI acquired 2,000,000 shares (the "New Shares") of Common Stock pursuant to a Loan Termination Agreement with the Issuer. JEDI acquired the New Shares in exchange for the cancellation of approximately $42,800,000 million in principal amount and accrued interest of a loan under a Loan Agreement between JEDI and the Issuer and the payment by the Issuer to JEDI of $13,469,122.40. Item 4. Purpose of Transaction ---------------------- The information furnished under this Item in the Initial Schedule 13D is hereby amended by the addition of "and the New Shares" after "The Shares" in the second line. Item 5. Interest in Securities of the Issuer ------------------------------------ The information furnished under this Item in the Initial Schedule 13D is hereby amended by the deletion of the first sentence and the insertion in its place of the following: "JEDI beneficially owns and has the power to vote and dispose of shares of Common Stock, representing approximately 12.1% of the shares of Common Stock outstanding." Item 6. Interest in Securities of the Issuer ------------------------------------ The information furnished under this Item in the Initial Schedule 13D is hereby amended by the addition of the following: (i) At the end of the first sentence shall be added the following: ", as amended by Amendment No. 2 to Registration Rights Agreement dated November 5, 1996 between the Issuer and JEDI" (ii) The following sentence shall be added at the end of the paragraph: " JEDI and the Issuer have entered into Amendment No. 1 to Shareholders Agreement dated November 5, 1996 that, among other things, provides that (i) the New Shares are subject to the voting restrictions of the Shareholders Agreement, (ii) except in certain limited circumstances that permit earlier transfer, the New Shares may only be transferred on or after May 31, 1997, and (iii) except in limited circumstances that permit earlier transfer, fifty percent of the Shares may only be transferred on or after July 31, 1997 and the remainder of the Shares may only be transferred on or after July 31, 1999." Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1 Amendment No. 1 to Shareholders Agreement dated November 5, 1996 between the Issuer and JEDI. Exhibit 2 Amendment No. 2 to Registration Rights Agreement dated November 5, 1996 between the Issuer and JEDI. Signature: - --------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. November 14, 1996 JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP By: Enron Capital Management Limited Partnership, its general partner By: Enron Capital Corp., its general partner By:_________________________________ Peggy B. Menchaca Vice President and Secretary ENRON CORP. By:______________________________________ Peggy B. Menchaca Vice President and Secretary EXHIBIT INDEX Exhibit - ------- Exhibit 1 Amendment No. 1 to Shareholders Agreement dated November 5, 1996 between the Issuer and JEDI Exhibit 2 Amendment No. 2 to Registration Rights Agreement dated November 5, 1996 between the Issuer and JEDI EX-1 2 EXHIBIT 1 EXHIBIT 1 AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT THIS AMENDMENT TO SHAREHOLDERS AGREEMENT ("Amendment") dated November 5, 1996 is between FOREST OIL CORPORATION, a New York corporation (the "Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Shareholder"). RECITALS WHEREAS, the Company and the Shareholder entered into a Shareholders Agreement (the "Shareholders Agreement") dated January 24, 1996 relating to shares of common stock, par value $.10 per share, of the Company ("Common Stock") owned by the Shareholder. WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof between the Company and the Shareholder, 2,000,000 shares of Common Stock shall be issued to the Shareholder. WHEREAS, the Company and the Shareholder wish to amend the Shareholders Agreement to take account of the issue of the shares referred to above and to make certain other amendments thereto. AGREEMENT NOW, THEREFORE, for good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged by the parties, it is agreed as follows: 1. The Shareholders Agreement shall be amended as follows: (a) The following shall be added to Recital A: The parties have further entered into the Loan Termination Agreement (the "Loan Termination Agreement") dated November 5, 1996. (b) Recital B shall be deleted and replaced by the following: "B. Pursuant to the Second Restructure Agreement, JEDI has acquired 1,680,000 shares (the "Initial Exchange Shares") of the Company's common stock, par value $.10 per share, together with the associated Rights (as defined in the Second Restructure Agreement) (the "Common Stock"). Pursuant to the Loan Termination Agreement, JEDI has acquired 2,000,000 shares (the "Additional Exchange Shares") of Common Stock. The Initial Exchange Shares and Additional Exchange Shares are sometimes hereafter referred to as the "JEDI Shares." (c) In Article I: (i) the definition of Permitted Transfer Date shall be deleted and replaced by the following: "Permitted Transfer Date" means the earlier of (a) the date on which Anschutz and its Affiliates or Groups shall have sold 50% or more of the shares of Common Stock beneficially owned by Anschutz and its Affiliates or Groups, which figure shall include shares of Common Stock issuable pursuant to the Second Series Convertible Preferred Stock, the JEDI/Anschutz Option and the Tranche A Warrants (as each such term is defined in the Second Restructure Agreement), held by Anschutz and its Affiliates or Groups on the date hereof, but excluding any shares of Common Stock issuable pursuant to the JEDI/Anschutz Option or the Tranche A Warrants if such option or warrants expires or is canceled or terminated during the period between the date hereof and July 27, 1999, or (b) (i) in the case of the Additional Exchange Shares, May 31, 1997, (ii) in the case of fifty percent of the Initial Exchange Shares, July 31, 1997, and (iii) in the case of the remainder of the Initial Exchange Shares, July 31, 1999." (ii) the following shall be added to the definition of Transaction Documents: "and the Loan Termination Agreement". 2. Except as modified by the terms of this Amendment, the terms of the Shareholders Agreement shall continue in full force and effect. Any reference in the Shareholders Agreement to "this Agreement" shall be deemed to include the amendments to the Shareholders Agreement effected by this Amendment. 3. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. 4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. -2- IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. Joint Energy Development Investments Limited Partnership By: Enron Capital Management Limited Partnership, its General Partner By: Enron Capital Corp., its General Partner By: -------------------------------- Clifford P. Hickey Vice President FOREST OIL CORPORATION By: ------------------------------- Daniel L. McNamara Corporate Secretary and Corporate Counsel -3- EX-2 3 EXHIBIT 2 EXHIBIT 2 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated November 5, 1996 is between FOREST OIL CORPORATION, a New York corporation (the "Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Shareholder"). Terms not otherwise defined herein have the meanings stated in the Loan termination Agreement (as defined below) or, if not defined therein, in the Second Restructure Agreement (as defined below) or, if not defined therein, in the Restructure Agreement. RECITALS WHEREAS, the Company and the Shareholder entered into a Registration Rights Agreement dated July 27, 1995, as amended by Amendment No. 1 to Registration Rights Agreement dated January 24, 1996 (the "Registration Rights Agreement") relating to registration rights granted by the Company to the Shareholder. WHEREAS, pursuant to the Second Restructure Agreement dated December 29, 1995 between the Company and the Shareholder, the Tranche B Warrants were exchanged for 1,680,000 shares of common stock of the Company, par value $.10 per share. WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof between the Company and the Shareholder, certain debt owed by the Company to the Shareholder shall, on the closing of the Loan Termination Agreement, be exchanged for 2,000,000 shares of common stock of the Company, par value $.10 per share, together with certain cash. WHEREAS, the Company and the Shareholder wish to amend the Registration Rights Agreement to take account of the exchange referred to in the immediately preceding recital and to make certain other amendments thereto. AGREEMENT NOW, THEREFORE, for good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged by the parties, it is agreed as follows: 1. The Registration Rights Agreement shall be amended as follows: (a) In the Recitals, the last sentence of Paragraph A shall be deleted and the following substituted therefor: "The 1,680,000 shares of the Common Stock of the Company acquired pursuant to the Second Restructure Agreement (the "Initial Exchange Shares") and the 2,000,000 shares of Common Stock of the Company acquired pursuant to the Loan Termination Agreement (the "Additional Exchange Shares") are together referred to as the "Registrable Shares"." (b) In Section 1(a): (i) the phrase "the date that is the Permitted Transfer Date (as defined in the Shareholders Agreement dated January 24, 1996, between the Company and the Shareholder)" shall be deleted and replaced by "May 31, 1997"; (ii) each reference to "1,000,000 Registrable Shares" shall be deleted and replaced by "800,000 Registrable Shares"; (iii) in the second line of sub-section (a)(1), "two" shall be deleted and replaced by "three"; and (iv) there shall be added the following sub-section (a)(3): "any such written request may only relate to those Registrable Shares to which, at the date of such request, the transfer restrictions contained in Section 3.2 of the Shareholders Agreement dated January 24, 1996 between the Company and the Shareholder, as amended from time to time (the "Shareholders Agreement") shall have ceased to apply. " (c) In Section 1(b): (i) The first two sentences shall be deleted and replaced by the following: "Subject to Sections 1(b)(4) and 1(b)(5), from and after the Effective Date to and including the tenth anniversary thereof, if the Company shall determine to register or qualify by a registration statement filed under the Securities Act and under any applicable state securities laws, any offering of any Equity Securities of the Company, whether pursuant to Section 1(a) or otherwise, that shall not be offered and sold on a delayed or continuous basis pursuant to paragraph (ix) of Rule 415 under the Securities Act (or any successor provision), or if the Company shall determine to offer for sale any Equity Securities under a registration statement that shall provide for the offering and sale of such Equity Securities on a delayed or continuous basis pursuant to paragraph (ix) of Rule 415 under the Securities Act (or any successor provision), the Company shall give notice of such determination to each potential Registering Shareholder and Other Registering Shareholder (collectively, the "Transaction Registering Shareholders") about which the Company -2- has knowledge; it being understood that without prior notice to the Company, the Company shall not be deemed to have knowledge of the existence of any pledgee of Registrable Shares. The Company shall, as expeditiously as possible and in good faith, include in the same or different registration statement such Registrable Shares and Other Registrable Shares (collectively, the "Transaction Registrable Shares"), as those persons shall specify by notice received by the Company not later than 30 days after the giving of the notice by the Company; provided any such Registrable Shares may only be included if at the date of such notice the transfer restrictions contained in Section 3.2 of the Shareholders Agreement shall have ceased to apply to such Registrable Shares. Each person so notifying the Company shall hereinafter be referred to as a "PIGGY-BACK SHAREHOLDER"." (ii) The following Section 1(b)(5) shall be inserted: "If, prior to the Effective Date, the Company shall, other than pursuant to the exercise of a demand registration right by any shareholder of the Company, determine to register or qualify by a registration statement filed under the Securities Act and under any applicable state securities laws, any offering of any Equity Securities of the Company that shall not be offered and sold on a delayed or continuous basis pursuant to paragraph (ix) of Rule 415 under the Securities Act (or any successor provision), or if the Company shall determine to offer for sale any Equity Securities under a registration statement that shall provide for the offering and sale of such Equity Securities on a delayed or continuous basis pursuant to paragraph (ix) of Rule 415 under the Securities Act (or any successor provision), the Company shall give notice of such determination to the Transaction Registering Shareholders about which the Company has knowledge; it being understood that without prior notice to the Company, the Company shall not be deemed to have knowledge of the existence of any pledgee of Registrable Shares. The Company shall, as expeditiously as possible and in good faith, include in the same or different registration statement such Additional Exchange Shares and Other Registrable Shares as such recipients of such notice shall specify by notice received by the Company not later than 30 days after the giving of the notice of the Company; provided that the Company shall not be required to include any such Additional Exchange Shares or Other Registrable Shares owned by such Registering Shareholders in a registration statement on Form S-4 or S-8 (or any successor form) or a registration statement filed in connection with an exchange offer or other offering of securities -3- solely to the then existing shareholders of the Company. If the registration involves an underwritten offering, and the managing underwriter of such offering advises the Company in writing that, in its opinion, the number of securities requested to be included in the registration is so great as would adversely affect the offering, including the price as to which the Additional Exchange Shares and Other Registrable Shares can be sold, the Company will include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated in accordance with the priorities set forth in Section 1(b)(3)." 2. Except as modified by the terms of this Amendment, the terms of the Registration Rights Agreement shall continue in full force and effect. Any reference in the Registration Rights Agreement to "this Agreement" shall be deemed to include the amendments to the Registration Rights Agreement effected by this Amendment. 3. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. 4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. Joint Energy Development Investments Limited Partnership By: Enron Capital Management Limited Partnership, its General Partner By: Enron Capital Corp., its General Partner By: -------------------------------- Clifford P. Hickey Vice President -4- FOREST OIL CORPORATION By: ------------------------------- Daniel L. McNamara Corporate Secretary and Corporate Counsel -5- -----END PRIVACY-ENHANCED MESSAGE-----