SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED
ON NASDAQ INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 thereunder
FOREST OIL CORPORATION
(Exact name of issuer as specified in charter)
2200 Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202
(Address of principal executive offices)
(303) 812-1400
(Issuer's telephone number, including area code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in
number of shares outstanding:
1. Title of Security: Common Stock, Par Value $.10 Per
Share (Common Stock)
2. Number of shares of Common Stock outstanding before the
change: 47,718,291
3. Number of shares of Common Stock outstanding after the
change: 53,289,960
4. Effective date of change: December 20, 1995
5. Method of change: The number of shares of Common Stock
outstanding has changed from the amount as last reported
because of (i) an adjustment to the reclassification of the
Forest Oil Corporation (the Company) Class B Stock into shares
of Common Stock, (ii) an adjustment to the stock dividend
payable in shares of Common Stock, on the aggregate shares
outstanding of $.75 Convertible Preferred Stock paid on August
1, 1995 to shareholders of record on July 10, 1995, (iii)
conversions of the Company's $.75 Convertible Preferred
Stock, Par Value $.01 Per Share, into shares of Common Stock,
(iv) the issuance by the Company of shares of Common Stock,
previously held as treasury shares, as contributions to the
Company's Retirement Savings Plan for the benefit of its
employees, (v) the issuance to Saxon Petroleum Inc. of certain
shares pursuant to a Purchase Agreement dated as of October 6,
1995 between the Company and Saxon Petroleum Inc., and (vi)
stock dividend payable in shares of Common Stock, on the
aggregate shares outstanding of $.75 Convertible Preferred
Stock payable on November 1, 1995, to shareholders of record
on October 10, 1995.
Give brief description of transactions: From July 26, 1995
(the effective date of last reported change), through December
20, 1995, an adjustment of 3 shares was necessary pursuant to
the rounding up of Class B shares for reclassification at a
conversion rate of 1.1 into shares of Common Stock. An
adjustment of 4 shares was necessary pursuant to the rounding
up of Common Stock shares issued as a result of the August 1,
1995 stock dividend on its $.75 Convertible Preferred Stock.
800 shares of the Company's $.75 Convertible Preferred Stock
was converted into 2,800 shares of Common Stock at a conversion
rate of 3.5. During the same period, the Company issued and
contributed 53,067 shares of Common Stock to its Retirement
Savings Plan. As a result of the Purchase Agreement between
the Company and Saxon Petroleum Inc., Saxon received 790,000
shares of the Company's Common Stock as a part of a first
closing, which occurred in October 1995, and 4,510,000 shares
of the Company's Common Stock in connection with a second
closing which occurred on December 20, 1995. As a result of
the November 1, 1995 stock dividend on its $.75 Convertible
Preferred Stock, 215,795 shares of Common Stock were issued.
As of December 20, 1995 there were 53,289,960 total shares of
Common Stock outstanding.
The following table summarizes the changes in the amount of
shares outstanding from the last reported change:
Shares of
Common Stock
Outstanding as of 8/1/95 47,718,291
Adjustment to Reclassification 3
Adjustment to Stock Dividend
Payable 8/1/95 4
Conversions 2,800
Retirement Savings Plan Contribution 53,067
Saxon Agreement 5,300,000
Stock Dividend
Payable 11/1/95 215,795
Outstanding as of 12/20/95 53,289,960
The Common Stock is traded in the National Market System of the
National Association of Securities Dealers, Inc. Automated
Quotation System. Each share of the $.75 Convertible Preferred
Stock is convertible at any time into 3.5 shares of Common Stock.
Each Warrant is exercisable at any time into shares of Common
Stock.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: Not applicable.
2. Name after change:
3. Effective date of charter amendment changing name:
4. Date of shareholder approval of change, if required:
FOREST OIL CORPORATION
(Registrant)
By: /s/ Daniel L. McNamara
_______________________
Daniel L. McNamara
Secretary
December 21, 1995
