-----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, LwtbpfNI0wfWrccKF7f0PoPJVbXSWfcWFYZ6JfU5sqisv2JIzFluH9/anwGKYRvA G0sf6w85Cw25ao/rsfVlPw== 0001047469-99-029193.txt : 19990802 0001047469-99-029193.hdr.sgml : 19990802 ACCESSION NUMBER: 0001047469-99-029193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990729 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990730 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13515 FILM NUMBER: 99673983 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: 2200 COLORADO STATE BANK BLDG CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 29, 1999 FOREST OIL CORPORATION (Exact name of registrant as specified in charter) New York 0-13515 25-0484900 (State or other juris- (Commission (IRS Employer diction of incorporation) file number) Identification No.) 2200 Colorado State Bank Building, 1600 Broadway, Denver, CO 80202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 812-1400 ITEM 5. Filed herewith is a pro forma combined statement of operations of the Company for the year ended December 31, 1998 giving effect to acquisitions completed in February 1998 and June 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Condensed pro forma combined Statement of Operations of Forest Oil Corporation for the year ended December 31, 1998. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOREST OIL CORPORATION (Registrant) Dated: July 29, 1999 By /s/ Joan C. Sonnen ----------------------- Joan C. Sonnen Vice President - Controller and Corporate Secretary FOREST OIL CORPORATION CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS On February 3, 1998, Forest Oil Corporation (Forest) purchased interests in 13 oil and gas properties located onshore Louisiana from a private company for total consideration of approximately $230,776,000 (the Louisiana Acquisition). The consideration consisted of 1,000,000 shares of Forest Common Stock and approximately $216,557,000 of cash. The cash portion of the consideration was funded from the Company's bank credit facility and from the issuance of $75,000,000 principal amount of 8 3/4% Senior Subordinated Debentures. On April 6, 1998 Forest entered into a definitive purchase and sale agreement with The Anschutz Corporation to acquire certain oil and gas property interests from Anschutz in exchange for 5,950,000 shares of Forest Common Stock (the Anschutz Transaction). The properties include an interest in the Anschutz Ranch Field which is located in Utah and Wyoming, prospects and producing acreage in Canada, and interests in projects in various other countries (the Anschutz Properties). On June 25 and 29, 1998, in two separate closings, Forest acquired all of the Anschutz Properties with the exception of an interest in a project in Thailand. The closing relating to this interest, which is not material to the Company or to the transaction, was completed in December 1998. The following unaudited condensed pro forma combined statement of operations for the year ended December 31, 1998 assumes that the Louisiana Acquisition and the Anschutz Transaction occurred as of January 1, 1997. The pro forma results of operations are not necessarily indicative of the results of operations that would actually have been attained if the transactions had occurred as of this date. This statement should be read in conjunction with the historical financial statements and related notes of Forest, the Statement of Oil and Gas Revenue and Direct Operating and Production Expenses of the properties acquired in the Louisiana Acquisition included in the Form 8-K/A dated February 3, 1998, and the Statement of Oil and Gas Revenue and Direct Operating Expenses of the Anschutz Ranch Field included in the Form 8-K dated June 25, 1998. FOREST OIL CORPORATION CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS (NOTE A) YEAR ENDED DECEMBER 31, 1998 (UNAUDITED) (IN THOUSANDS)
Louisiana Combined Anschutz Acquisition Forest and Transaction Pro Forma Forest Adjustments Louisiana Adjustments Combined Historical (Note B) Acquisition (Note C) Forest ------------ -------------- ------------- ------------- ----------- Revenue: Marketing and processing $ 151,079 - 151,079 - 151,079 Oil and gas sales: Gas 121,615 2,435 (1) 124,050 5,483 (1) 129,533 Oil, condensate and natural gas liquids 49,125 1,199 (1) 50,324 3,076 (1) 53,400 ------- ----- ------- ----- ------- Total oil and gas sales 170,740 3,634 174,374 8,559 182,933 ------- ----- ------- ----- ------- Total revenue 321,819 3,634 325,453 8,559 334,012 Operating expenses: Marketing and processing 144,758 - 144,758 - 144,758 Oil and gas production 41,983 378 (1) 42,361 1,427 (1) 43,788 General and administrative 19,849 - 19,849 - 19,849 Depreciation and depletion 100,105 1,770 (2) 101,875 3,343 (2) 105,218 Impairment of oil and gas properties 199,500 - 199,500 - 199,500 ------- ----- ------- ----- ------- Total operating expenses 506,195 2,148 508,343 4,770 513,113 ------- ----- ------- ----- ------- Earnings (loss) from operations (184,376) 1,486 (182,890) 3,789 (179,101) Other income and expense: Other income, net (7,561) - (7,561) - (7,561) Interest expense 38,986 1,432 (3) 40,418 - 40,418 Minority interest in loss of subsidiary (517) - (517) - (517) Translation loss on subordinated debt 8,320 - 8,320 - 8,320 ------- ----- ------- ----- ------- Total other income and expense 39,228 1,432 40,660 - 40,660 ------- ----- ------- ----- ------- Earnings (loss) before income taxes (223,604) 54 (223,550) 3,789 (219,761) Income tax benefit (25,818) - (25,818) - (25,818) ------- ----- ------- ----- ------- Income (loss) from continuing operations $(197,786) 54 (197,732) 3,789 (193,943) ------- ----- ------- ----- ------- ------- ----- ------- ----- ------- Weighted average number of common shares outstanding 40,910 - 40,910 5,950 (3) 46,860 ------- ----- ------- ----- ------- ------- ----- ------- ----- ------- Loss from continuing operations attributable to common stock $(197,786) (197,732) (193,943) ------- ------- ------- ------- ------- ------- Basic and diluted loss per share from continuing operations $ (4.83) (4.83) (4.14) ------- ------- ------- ------- ------- -------
See accompanying notes to condensed pro forma combined statement of operations. FOREST OIL CORPORATION NOTES TO CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS DECEMBER 31, 1998 (UNAUDITED) A. BASIS OF PRESENTATION The accompanying unaudited condensed pro forma combined statement of operations for the year ended December 31, 1998 assumes that the Louisiana Acquisition and the Anschutz Transaction occurred as of January 1, 1997. The pro forma results of operations are not necessarily indicative of the results of operations that would actually have been attained if the transactions had occurred as of this date. This statement should be read in conjunction with the historical financial statements and related notes of Forest, the Statement of Revenue and Direct Operating Expenses of the properties acquired in the Louisiana Acquisition included in Form 8-K/A dated February 3, 1998 and the Statement of Revenue and Direct Operating Expenses of the Anschutz Properties included in Form 8-K dated June 25, 1998. B. ACQUISITION OF LOUISIANA PROPERTIES On February 3, 1998, Forest purchased interests in 13 oil and gas properties located onshore Louisiana from a private company for total consideration of approximately $230,776,000. The consideration consisted of 1,000,000 shares of Forest Common Stock and approximately $216,557,000 of cash. The cash portion of the consideration was funded by borrowings under the Company's bank credit facility and from the issuance of $75,000,000 principal amount of 8 3/4% Senior Subordinated Debentures. The historical information of Forest Oil Corporation in the accompanying condensed pro forma combined statement of operations for the year ended December 31, 1998 includes the historical revenue and direct operating expenses of the Louisiana properties subsequent to their acquisition on February 3, 1998. In addition, the following pro forma adjustments have been made to the accompanying historical revenue and direct operating expenses of Forest Oil Corporation for the year ended December 31, 1998: 1. To record oil and gas revenue and related production expense of the Louisiana properties for the period from January 1, 1998 to February 2, 1998. 2. To adjust depletion expense to reflect the pro forma combined depletion rate giving effect to the acquisition of the properties. 3. To increase interest expense for interest associated with the debt incurred in connection with the Louisiana Acquisition. C. ACQUISITION OF ANSCHUTZ PROPERTIES On January 9, 1998 Forest entered into an agreement in principle with The Anschutz Corporation to purchase certain oil and gas property interests in exchange for shares of Forest Common Stock. On April 6, 1998 a definitive purchase and sale agreement was executed. The properties include an interest in The Anschutz Ranch Field which is located in Utah and Wyoming, prospects and producing acreage in Canada, and interests in projects in various other countries (the Anschutz Properties). Forest's consideration consists of 5,950,000 shares of Common Stock. On June 25 and 29, 1998, in two separate closings, Forest acquired all of the Anschutz Properties with the exception of an interest in a project in Thailand. The closing relating to this interest, which is not material to the Company or to the transaction, was completed in December 1998. C. ACQUISITION OF ANSCHUTZ PROPERTIES (continued) The historical information of Forest Oil Corporation in the accompanying condensed pro forma combined statement of operations for the year ended December 31, 1998 includes the historical revenue and direct operating expenses of the Anschutz Ranch Field subsequent to its acquisition on June 25, 1998. There was no significant production from any of the other acquired properties. In addition, the following adjustments have been made to the accompanying condensed pro forma combined statement of operations for the year ended December 31, 1998: 1. To record oil and gas revenue and related production expense for the Anschutz Ranch Field for the period from January 1, 1998 to June 25, 1998. 2. To adjust depletion expense to reflect the pro forma combined depletion rate giving effect to the acquisition of the Anschutz Ranch Field. 3. To adjust the weighted average shares outstanding to reflect shares issued in connection with the Anschutz Acquisition. -----END PRIVACY-ENHANCED MESSAGE-----