UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 1-13515
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FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
State of incorporation: NEW YORK I.R.S. Employer Identification No. 25-0484900
1600 BROADWAY
SUITE 2200
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-812-1400
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, Par Value $.10 Per Share New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
Warrants to purchase Common Stock, expiring February 15, 2004
Warrants to purchase Common Stock, expiring February 15, 2005
Warrants to purchase Common Stock, expiring March 20, 2010
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $1,070,311,179 as of February 28, 2001 (based
on the last reported sale price of such stock on the New York Stock Exchange
Composite Tape).
There were 48,480,706 shares of the registrant's Common Stock, Par Value
$.10 Per Share outstanding as of February 28, 2001.
Document incorporated by reference: Proxy Statement of Forest Oil
Corporation relative to the Annual Meeting of Shareholders to be held on May 9,
2001, which is incorporated into Part III of this Form 10-K.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
TABLE OF CONTENTS
PAGE NO.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
1. Independent Auditors' Report
2. Consolidated Balance Sheets--December 31, 2000 and 1999
3. Consolidated Statements of Operations--Years ended December 31,
2000, 1999 and 1998
4. Consolidated Statements of Shareholders' Equity--Years ended
December 31, 2000, 1999 and 1998
5. Consolidated Statements of Cash Flows--Years ended December 31,
2000, 1999 and 1998
6. Notes to Consolidated Financial Statements--Years ended December
31, 2000, 1999 and 1998
(2) Financial Statement Schedules
All schedules have been omitted because the information is either not
required or is set forth in the financial statements or the notes
thereto.
(3) Exhibits--See Index of Exhibits for a list of those exhibits filed
herewith, which index also includes management contracts or
compensatory plans or arrangements required to be filed as exhibits to
this Form 10-K by Item 601(10)(iii) of Regulation S-K. Forest shall,
upon written request to the Corporate Secretary of Forest, addressed
to Forest Oil Corporation, 1600 Broadway, Suite 2200, Denver, CO
80202, provide copies of each of the Exhibits listed in the Index of
Exhibits.
(b) Reports on Form 8-K
On November 14, 2000, Forest filed a Form 8-K announcing (i) earnings for
the third quarter of 2000 and (ii) operations results for the third quarter
of 2000.
On November 20, 2000, Forest filed a Form 8-K announcing completion of
testing on South African well.
On December 7, 2000, Forest filed a Form 8-K announcing (i) financial
forecast information and (ii) merger with Forcenergy Inc and 1-for-2
reverse stock split of Forest common stock.
(c) Index of Exhibits:
Exhibit 3(i) 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).
Exhibit 3(i)(a) 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).
Exhibit 3(i)(b) 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).
Exhibit 3(i)(c) 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).
** Exhibit 3(i)(d) Certificate of Amendment of the Certificate of Incorporation
dated as of December 7, 2000.
** Exhibit 3(ii) Restated By-Laws of Forest Oil Corporation dated as of
February 14, 2001.
Exhibit 4.1 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 4.2 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).
Exhibit 4.3 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. 1-13515).
Exhibit 4.4 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).
Exhibit 4.5 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).
Exhibit 4.6 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).
Exhibit 4.7 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).
Exhibit 4.8 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.1-13515).
Exhibit 4.9 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).
Exhibit 4.10 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).
Exhibit 4.11 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).
** Exhibit 4.12 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.
** Exhibit 4.13 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.
** Exhibit 4.14 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.
Exhibit 10.1 Description of Executive Life Insurance Plan, incorporated
herein by reference to Exhibit 10.2 to Form 10-K for Forest
Oil Corporation for the year ended December 31, 1991 (File
No. 0-4597).
Exhibit 10.2 Form of non-qualified Executive Deferred Compensation
Agreement, incorporated herein by reference to Exhibit 10.3
to Form 10-Q for Forest Oil Corporation for the years ended
Exhibit 10.3 Form of non-qualified Supplemental Executive Retirement
Plan, incorporated herein by reference to Exhibit 10.4 to
Form 10-K for Forest Oil Corporation for the year ended
December 31, 1990 (File No. 0-4597).
Exhibit 10.4 Form of Executive Retirement Agreement, incorporated herein
by reference to Exhibit 10.5 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1990 (File No.
0-4597).
Exhibit 10.5 Forest Oil Corporation Stock Incentive Plan and Option
Agreement, incorporated herein by reference to Exhibit 4.1
to Form S-8 for Forest Oil Corporation dated June 7, 1996
(File No. 0-4597).
Exhibit 10.6 Form of Executive Severance Agreement, incorporated herein
by reference to Exhibit 10.9 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1993 (File No.
0-4597).
Exhibit 10.7 Shareholders Agreement dated as of January 24, 1996 between
Forest Oil Corporation and Joint Energy Development
Investments Limited Partnership, incorporated herein by
reference to Exhibit 10.12 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1995 (File No.
0-4597).
Exhibit 10.8 Employment Agreement, dated as of February 15, 2000, between
Forcenergy Inc and Gary E. Carlson, incorporated herein by
reference to Exhibit 10.8 to Form 8-K for Forcenergy Inc
filed on February 16, 2000 (File No. 0-26444).
Exhibit 10.9 Employment Agreement, dated as of February 15, 2000, between
Forcenergy Inc and Robert G. Gerdes, incorporated herein by
reference to Exhibit 10.10 to Form 8-K for Forcenergy Inc
filed on February 16, 2000 (File No. 0-26444).
* Exhibit 10.10 Employment Agreement, dated as of April 3, 2000, between
Forcenergy Inc and Richard G. Zepernick, Jr.
** Exhibit 21 List of Subsidiaries of the Registrant.
** Exhibit 23 Consent of KPMG LLP
** Exhibit 24 Powers of Attorney of the following Officers and Directors:
Philip F. Anschutz, William L. Britton, Cortlandt S.
Dietler, Dod A. Fraser, Cannon Y. Harvey, Forrest E.
Hoglund, Stephen A. Kaplan, James H. Lee, J. J. Simmons,
III, Craig D. Slater, Michael B. Yanney.
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* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
FOREST OIL CORPORATION
(Registrant)
Date: March 29, 2001 By: /s/ Robert S. Boswell
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Robert S. Boswell
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signatures Title Date
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/s/ Robert S. Boswell Chairman and Chief Executive March 29, 2001
-------------------------- Officer (Principal Executive
(Robert S. Boswell) Officer)
/s/ David H. Keyte Executive Vice President and March 29, 2001
-------------------------- Chief Financial Officer
(David H. Keyte) (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President--Controller and March 29, 2001
-------------------------- Chief Accounting Officer
(Joan C. Sonnen) (Principal Accounting Officer)
/s/ Philip F. Anschutz * Directors of the Registrant March 29, 2001
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(Philip F. Anschutz)
/s/ Robert S. Boswell March 29, 2001
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(Robert S. Boswell)
/s/ William L. Britton * March 29, 2001
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(William L. Britton)
/s/ Cortlandt S. Dietler * March 29, 2001
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(Cortlandt S. Dietler)
/s/ Dod. A. Fraser * March 29, 2001
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(Dod. A. Fraser)
/s/ Cannon Y. Harvey * March 29, 2001
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(Cannon Y. Harvey)
/s/ Forrest E. Hoglund * March 29, 2001
--------------------------
(Forrest E. Hoglund)
/s/ Steven A. Kaplan * March 29, 2001
--------------------------
(Steven A. Kaplan)
/s/ James H. Lee * March 29, 2001
--------------------------
(James H. Lee)
/s/ J. J. Simmons, III * March 29, 2001
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(J. J. Simmons, III)
/s/ Craig D. Slater * March 29, 2001
--------------------------
(Craig D. Slater)
/s/ Michael B. Yanney * March 29, 2001
--------------------------
(Michael B. Yanney)
*By /s/ Newton W. Wilson III March 29, 2001
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Newton W. Wilson III
(as attorney-in-fact for
each of the persons indicated)