New York
(State or other jurisdiction of
incorporation or organization)
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25-0484900
(I.R.S. Employer
Identification Number)
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Large accelerated filer ý
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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Title of Each Class of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Unit (1)
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Proposed Maximum
Aggregate Offering
Price (1)
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Amount of
Registration Fee (1)
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Common Stock, including attached preferred share purchase rights (2)
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Preferred Stock
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Depositary shares representing preferred stock (3)
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Warrants
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Debt Securities
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Guarantees of Debt Securities
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Units (4)
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(1)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.
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(2)
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Each share of common stock registered hereunder includes an associated First Series Junior Preferred Stock purchase right. Until the occurrence of certain prescribed events, none of which has occurred, the First Series Junior Preferred Stock purchase rights are not exercisable and may be transferred only with the common stock. No separate consideration is payable for the First Series Junior Preferred Stock purchase rights.
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(3)
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Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional preferred share or multiple preferred shares and will be evidenced by a depositary receipt.
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(4)
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Each unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from one another.
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(1)
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correct inadvertent errors on the cover page to the Registration Statement to reflect (a) that the securities registered on the Registration Statement are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”) and (b) that the Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act;
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(2)
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add an undertaking unintentionally omitted from Item 17 of Part II of the Registration Statement; and
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(3)
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update the exhibit list.
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SEC registration fee
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*
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Accounting fees and expenses
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**
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Printing expenses
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**
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Legal fees and expenses
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**
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Miscellaneous
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**
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Total*
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**
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*
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In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, we are deferring payment of the registration fee for the securities offered by this prospectus.
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**
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The applicable prospectus supplement will set forth the estimated amount of expenses in respect of any offering of securities.
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Exhibit
Number
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Description
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1.1***
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Form of Underwriting Agreement.
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4.1
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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).
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4.2
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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).
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4.3
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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).
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4.4
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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 Registration Statement on Form S-2 dated January 25, 1996 (File No. 33-64949).
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4.5
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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).
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4.6
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Bylaws of Forest Oil Corporation Restated as of February 14, 2001 as amended by Amendments No. 1, No. 2, No. 3, No. 4, and No. 5 incorporated herein by reference to Exhibit 3.6 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2011 (File No. 001-13515).
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4.7
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Indenture dated as of June 6, 2007 between Forest Oil Corporation and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2007 (File No. 001-13515).
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4.8
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Indenture dated as of February 17, 2009 among Forest Oil Corporation, Forest Oil Permian Corporation, and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.4 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2008 (File No. 001-13515).
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4.9
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First Amended and Restated Rights Agreement, dated as of October 17, 2003, between Forest Oil Corporation and Mellon Investor Services LLC, incorporated herein by reference to Exhibit 4.1 to Form 8-K for Forest Oil Corporation dated October 17, 2003 (File No. 001-13515).
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4.10
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U.S. Credit Agreement—Second Amended and Restated Credit Agreement dated as of June 6, 2007 among Forest Oil Corporation, each of the lenders that is party thereto, Bank of America, N.A. and Citibank, N.A., as Co-Global Syndication Agents, BNP Paribas, BMO Capital Markets Financing, Inc., Credit Suisse, Cayman Islands Branch, and Deutsche Bank Securities, Inc., as Co-U.S. Documentation Agents, and JP Morgan Chase Bank, N.A., as Global Administrative Agent, incorporated herein by reference to Exhibit 4.4 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2007 (File No. 001-13515).
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4.11
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First Amendment dated May 9, 2008 to Second Amended and Restated Combined Credit Agreements dated June 6, 2007 among Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, incorporated by reference to Exhibit 10.1 to Form 8-K for Forest Oil Corporation dated May 9, 2008 (File No. 001-13515).
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4.12
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Second Amendment dated March 16, 2009, to Second Amended and Restated Combined Credit Agreements dated June 6, 2007, among Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent., incorporated herein by reference to Exhibit 4.1 for Form 8-K for Forest Oil Corporation dated March 16, 2009 (File No. 001-13515).
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4.13
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Third Amendment to Second Amended and Restated U.S. Credit Agreement and Termination of Second Amended and Restated Canadian Credit Agreement, dated May 25, 2011, by and among Forest Oil Corporation, Canadian Forest Oil Ltd., JPMorgan Chase Bank, N.A., Toronto branch, as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as global administrative agent, and the Lenders named therein, incorporated by reference to Exhibit 4.1 to Form 8-K to Forest Oil Corporation filed June 1, 2011 (File No. 001-13515).
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4.14
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Third Amended and Restated Credit Agreement, dated as of June 30, 2011, among Forest Oil Corporation, the Lenders party thereto, BNP Paribas and Wells Fargo Bank, N.A., as Co-Syndication Agents, Bank of America, N.A., The Bank of Nova Scotia, Credit Suisse AG, Cayman Islands branch, Deutsche Bank Securities, Inc. and Toronto Dominion (Texas) LLC, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to Form 8-K for Forest Oil Corporation filed July 6, 2011 (File No. 001-13515).
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4.15**
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Form of Senior Indenture
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4.16**
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Form of Subordinated Indenture
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4.17***
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Form of Senior Debt Security
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4.18***
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Form of Subordinated Debt Security
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4.19***
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Form of Certificate of Designation
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4.20***
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Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares
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4.21***
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Form of Preferred Stock Certificate
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4.22***
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Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-2 (Registration No. 33-64949) filed December 13, 1995.
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4.23***
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Form of Warrant Agreement, including form of Warrant
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4.24***
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Form of Unit Agreement, including form of Unit
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5.1**
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Opinion of Stinson Morrison Hecker LLP, as to the validity of the securities.
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12.1**
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Computation of Ratio of Earnings to Fixed Charges
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23.1*
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Consent of Ernst & Young LLP.
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23.2*
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Consent of DeGolyer and MacNaughton.
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23.3**
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Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1).
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24.1**
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Powers of Attorney (included on the signature page to the Registration Statement).
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25.1***
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Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture
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25.2***
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Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture
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FOREST OIL CORPORATION
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By:
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/s/ Cyrus D. Marter IV
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Name:
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Cyrus D. Marter IV
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Title:
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Senior Vice President, General Counsel and Secretary
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Signatures
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Title
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Date
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*
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Interim Chief Executive Officer and Director (Principal Executive Officer)
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July 27, 2012
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Patrick R. McDonald
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*
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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July 27, 2012
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Michael N. Kennedy
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*
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Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
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July 27, 2012
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Victor A. Wind
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*
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Chairman of the Board
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July 27, 2012
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James D. Lightner
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*
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Director
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July 27, 2012
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Loren K. Carroll
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*
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Director
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July 27, 2012
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Dod A. Fraser
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*
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Director
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July 27, 2012
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James H. Lee
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*
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Director
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July 27, 2012
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Raymond I. Wilcox
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Name:
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Cyrus D. Marter IV
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Title:
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Attorney-in-Fact for the Officers and Directors signing in the capacities indicated
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EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1***
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Form of Underwriting Agreement.
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4.1
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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).
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4.2
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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).
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4.3
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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).
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4.4
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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 Registration Statement on Form S-2 dated January 25, 1996 (File No. 33-64949).
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4.5
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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).
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4.6
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Bylaws of Forest Oil Corporation Restated as of February 14, 2001 as amended by Amendments No. 1, No. 2, No. 3, No. 4, and No. 5 incorporated herein by reference to Exhibit 3.6 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2011 (File No. 001-13515).
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4.7
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Indenture dated as of June 6, 2007 between Forest Oil Corporation and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2007 (File No. 001-13515).
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4.8
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Indenture dated as of February 17, 2009 among Forest Oil Corporation, Forest Oil Permian Corporation, and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.4 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2008 (File No. 001-13515).
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4.9
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First Amended and Restated Rights Agreement, dated as of October 17, 2003, between Forest Oil Corporation and Mellon Investor Services LLC, incorporated herein by reference to Exhibit 4.1 to Form 8-K for Forest Oil Corporation dated October 17, 2003 (File No. 001-13515).
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4.10
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U.S. Credit Agreement—Second Amended and Restated Credit Agreement dated as of June 6, 2007 among Forest Oil Corporation, each of the lenders that is party thereto, Bank of America, N.A. and Citibank, N.A., as Co-Global Syndication Agents, BNP Paribas, BMO Capital Markets Financing, Inc., Credit Suisse, Cayman Islands Branch, and Deutsche Bank Securities, Inc., as Co-U.S. Documentation Agents, and JP Morgan Chase Bank, N.A., as Global Administrative Agent, incorporated herein by reference to Exhibit 4.4 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2007 (File No. 001-13515).
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4.11
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First Amendment dated May 9, 2008 to Second Amended and Restated Combined Credit Agreements dated June 6, 2007 among Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, incorporated by reference to Exhibit 10.1 to Form 8-K for Forest Oil Corporation dated May 9, 2008 (File No. 001-13515).
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4.12
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Second Amendment dated March 16, 2009, to Second Amended and Restated Combined Credit Agreements dated June 6, 2007, among Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent., incorporated herein by reference to Exhibit 4.1 for Form 8-K for Forest Oil Corporation dated March 16, 2009 (File No. 001-13515).
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4.13
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Third Amendment to Second Amended and Restated U.S. Credit Agreement and Termination of Second Amended and Restated Canadian Credit Agreement, dated May 25, 2011, by and among Forest Oil Corporation, Canadian Forest Oil Ltd., JPMorgan Chase Bank, N.A., Toronto branch, as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as global administrative agent, and the Lenders named therein, incorporated by reference to Exhibit 4.1 to Form 8-K to Forest Oil Corporation filed June 1, 2011 (File No. 001-13515).
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4.14
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Third Amended and Restated Credit Agreement, dated as of June 30, 2011, among Forest Oil Corporation, the Lenders party thereto, BNP Paribas and Wells Fargo Bank, N.A., as Co-Syndication Agents, Bank of America, N.A., The Bank of Nova Scotia, Credit Suisse AG, Cayman Islands branch, Deutsche Bank Securities, Inc. and Toronto Dominion (Texas) LLC, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to Form 8-K for Forest Oil Corporation filed July 6, 2011 (File No. 001-13515).
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4.15**
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Form of Senior Indenture
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4.16**
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Form of Subordinated Indenture
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4.17***
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Form of Senior Debt Security
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4.18***
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Form of Subordinated Debt Security
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4.19***
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Form of Certificate of Designation
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4.20***
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Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares
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4.21***
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Form of Preferred Stock Certificate
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4.22***
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Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-2 (Registration No. 33-64949) filed December 13, 1995.
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4.23***
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Form of Warrant Agreement, including form of Warrant
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4.24***
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Form of Unit Agreement, including form of Unit
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5.1**
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Opinion of Stinson Morrison Hecker LLP, as to the validity of the securities.
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12.1**
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Computation of Ratio of Earnings to Fixed Charges
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23.1*
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Consent of Ernst & Young LLP.
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23.2*
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Consent of DeGolyer and MacNaughton.
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23.3**
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Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1).
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24.1***
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Powers of Attorney (included on the signature page to the Registration Statement).
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25.1***
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Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture
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25.2***
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Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture
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