<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FOREST OIL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
FOREST OIL CORPORATION
1600 BROADWAY
SUITE 2200
DENVER, CO 80202
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JANUARY 5, 1996
------------------------
To the Shareholders of
FOREST OIL CORPORATION:
As a shareholder of Forest Oil Corporation, a New York corporation (the
"Company"), you are invited to be present in person or to be represented by
proxy at the Special Meeting of Shareholders (the "Special Meeting"), to be held
at the Petroleum Club of Denver, 555 17th Street, Suite 3700, Denver, Colorado,
on Friday, January 5, 1996, at 10:00 a.m., Denver time, for the following
purposes:
1. Consider and vote upon a proposal to authorize an amendment to the
Company's Restated Certificate of Incorporation to effect a reverse stock
split that would result in the reclassification of each five (5) shares
of Common Stock held into one (1) share and to authorize a reduction in
the stated capital of the Company.
2. Transact such other business as may be properly brought before the
Special Meeting and any adjournments thereof.
Shareholders of the Company of record at the close of business on December
14, 1995 are entitled to vote at the meeting and all adjournments thereof.
A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY MUST BE
REPRESENTED AT THE MEETING TO CONSTITUTE A QUORUM. THEREFORE, ALL SHAREHOLDERS
ARE URGED EITHER TO ATTEND THE MEETING OR TO BE REPRESENTED BY PROXY. IF A
QUORUM IS NOT PRESENT AT THE MEETING, A VOTE FOR ADJOURNMENT WILL BE TAKEN AMONG
THE SHAREHOLDERS PRESENT OR REPRESENTED BY PROXY. IF A MAJORITY OF THE
SHAREHOLDERS PRESENT OR REPRESENTED BY PROXY VOTE FOR ADJOURNMENT, IT IS THE
COMPANY'S INTENTION TO ADJOURN THE MEETING UNTIL A LATER DATE AND TO VOTE
PROXIES RECEIVED AT SUCH ADJOURNED MEETING(S).
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED BUSINESS REPLY
ENVELOPE. If you later find that you can be present or for any other reason
desire to revoke your proxy, you may do so at any time before the voting.
By order of the Board of Directors
DANIEL L. McNAMARA
SECRETARY
December 22, 1995
<PAGE>
PROXY STATEMENT
OF
FOREST OIL CORPORATION
1600 BROADWAY
SUITE 2200
DENVER, COLORADO 80202
------------------------
December 22, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the "Board of Directors") of Forest Oil Corporation (the
"Company") of proxies to be voted at the Special Meeting of Shareholders (the
"Special Meeting") to be held on Friday, January 5, 1996, at the Petroleum Club
of Denver, 555 17th Street, Suite 3700, Denver, Colorado, at 10:00 a.m., Denver
time, and at any adjournment thereof. Each holder of record at the close of
business on December 14, 1995 (the "Record Date") of shares of the Company's
Common Stock, Par Value $.10 Per Share (the "Common Stock"), will be entitled to
one vote for each share so held. As of November 30, 1995, there were 48,779,960
shares of Common Stock issued and outstanding. On December 20, 1995, the Company
issued 4,510,000 shares of Common Stock to Saxon Petroleum Inc. ("Saxon") in
connection with the second closing of the acquisition by the Company of a
controlling interest in Saxon (the "Saxon Closing"). Saxon will not be entitled
to vote these shares at the Special Meeting.
Shares represented by properly executed proxy cards received by the Company
at or prior to the Special Meeting will be voted according to the instructions
indicated on the proxy card. Unless contrary instructions are given, the persons
named on the proxy card intend to vote the shares so represented for an
amendment to the Company's Restated Certificate of Incorporation to effect a
reverse stock split that would result in the reclassification of each five
shares held of Common Stock into one share and to authorize a reduction in the
stated capital of the Company. As to any other business which may properly come
before the meeting, the persons named on the proxy card will vote according to
their judgment. The enclosed proxy may be revoked prior to the meeting by
written notice to the Secretary of the Company at 1600 Broadway, Suite 2200,
Denver, Colorado 80202, or by written or oral notice to the Secretary at the
Special Meeting at any time prior to being voted. This Proxy Statement and the
Proxy Card enclosed herewith were first sent to Shareholders of the Company on
or about December 22, 1995.
If a quorum is not present at the meeting, a vote for adjournment will be
taken among the shareholders present or represented by proxy. If a majority of
the shareholders present or represented by proxy vote for adjournment, it is the
Company's intention to adjourn the meeting until a later date and to vote
proxies received at such adjourned meeting(s).
Under the law of New York, the Company's state of incorporation, "votes
cast" at a meeting of shareholders by the holders of shares entitled to vote are
determinative of the outcome of the matter subject to vote. Abstentions and
broker non-votes will not be considered "votes cast" based on the Company's
understanding of state law requirements. A "broker non-vote" occurs if a broker
or other nominee does not have discretionary authority and has not received
instructions with respect to a particular item. Shareholders may not cumulate
their votes.
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT AND TO AUTHORIZE A CHANGE IN STATED CAPITAL
The Board of Directors of the Company has approved a proposal (the
"Reverse-Split Proposal") authorizing, subject to shareholder approval, an
amendment to the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") to effect a reverse stock split of the Company's
outstanding shares of Common Stock, by reclassifying each five outstanding
shares of Common Stock held ("Old Common Stock") into one share of new Common
Stock ("New Common Stock") and to authorize a reduction in the stated capital of
the Company. The certificate of amendment ("Certificate of Amendment") to effect
the Reverse-Split Proposal is in the form attached to this Proxy Statement as
Appendix A. Approval of the Reverse-Split Proposal by shareholders requires the
affirmative vote of the holders of a majority of the outstanding shares of the
Common Stock.
<PAGE>
GENERAL
The Company is presently authorized to issue up to 210,000,000 shares of
stock, of which 200,000,000 shares are Common Stock, $.10 Par Value, and
10,000,000 shares are Preferred Stock, $.01 Par Value. The Reverse-Split
Proposal would effect a reverse stock split on the basis of one share of New
Common Stock for each five shares of outstanding Old Common Stock and would
authorize a reduction in the stated capital of the Company. The authorized
number of shares of Common Stock, however, will not change.
PRINCIPAL EFFECTS OF REVERSE STOCK SPLIT
The principal effects of the Reverse-Split Proposal will be:
1. Based upon the 48,779,960 shares of Old Common Stock outstanding as of
November 30, 1995, the adoption of the Reverse-Split Proposal would
decrease the outstanding shares of Common Stock by approximately 80%, and
thereafter approximately 9,756,000 shares of New Common Stock would be
outstanding. These calculations do not include the 4,510,000 additional
shares of Old Common Stock issued in connection with the Saxon Closing,
which would be reduced to 902,000 shares of New Common Stock by the
reverse split. The reverse split will not affect any shareholder's
proportionate equity interest in the Company, subject to the provisions
for the elimination of fractional shares as described below.
2. The Company is authorized under the Restated Certificate of Incorporation
to issue up to 200,000,000 shares of Common Stock. The Company is not
proposing to reduce the amount of its authorized Common Stock. If the
Reverse-Split Proposal is adopted, the New Common Stock issued and
outstanding will represent approximately 4.8% of the Company's authorized
Common Stock whereas the Old Common Stock currently issued and
outstanding represents approximately 24% of the authorized Common Stock.
After giving effect to the Reverse-Split Proposal, approximately
189,342,000 shares of Common Stock (after giving effect to the issuance
of 902,000 shares of New Common Stock to Saxon) will be available for
future issuance by the Board of Directors without further action by the
shareholders.
3. As of November 30, 1995, there were outstanding options to purchase an
aggregate of 3,059,000 shares of Old Common Stock under the Company's
1992 Stock Option Plan (the "Stock Option Plan") and 1,244,715 shares
issuable upon exercise of the Company's publicly traded warrants.
11,250,000 shares of Old Common Stock are currently reserved for issuance
upon exercise of the warrants held by Joint Energy Development
Investments Limited Partnership with an exercise price of $2.00, and
19,444,444 shares are currently reserved for issuance upon exercise of
the warrants held by The Anschutz Corporation ("Anschutz") with an
exercise price of $2.10. All of the outstanding options and warrants
include provisions for adjustments in the number of shares covered
thereby, and the exercise price thereof, in the event of a reverse stock
split. If the Reverse-Split Proposal is approved and effected, there
would be reserved for issuance upon exercise of all outstanding options
and warrants a total of approximately 6,999,630 shares of New Common
Stock. Each of the outstanding options and warrants would thereafter
evidence the right to purchase 20% of the shares of Common Stock
previously covered thereby, and the exercise price per share would be
five times the previous exercise price.
4. 10,080,606 shares of Old Common Stock are currently reserved for issuance
upon conversion of all outstanding $.75 Convertible Preferred Stock. If
the Reverse-Split Proposal is approved and effected, the conversion rate
would be adjusted proportionately so that the new conversion rate would
be 20% of the present conversion rate, and there would be reserved for
issuance for this purpose approximately 2,016,120 shares of New Common
Stock.
5. 6,200,000 shares of Old Common Stock are currently reserved for issuance
upon conversion of 620,000 shares of the Company's Second Series
Preferred Stock which are held by Anschutz. If the Reverse-Split Proposal
is approved and effected, the conversion rate would be
2
<PAGE>
adjusted proportionately so that the new conversion rate would be 20% of
the present conversion rate, and there would be reserved for issuance for
this purpose 1,240,000 shares of New Common Stock.
Assuming the Reverse-Split Proposal is approved and implemented, the
Certificate of Amendment amending the Restated Certificate of Incorporation will
be filed with the Secretary of State of New York as promptly as practicable
thereafter. The reverse stock split would become effective as of the close of
business on the date of such filing (the "Effective Date").
REASONS FOR THE REVERSE-SPLIT PROPOSAL
The Company has filed a Registration Statement with the Securities and
Exchange Commission for an offering of shares of Common Stock. The Company
believes that the adoption of the Reverse-Split Proposal would increase the
acceptance of the stock by the financial community and the investing public and,
accordingly, should enhance shareholder value.
The adoption of the Reverse-Split Proposal would decrease the number of
shares outstanding and presumably increase the per share market price for the
New Common Stock. Theoretically, the number of shares outstanding should not, by
itself, affect the marketability of the stock, the type of investor who acquires
it, or the Company's reputation in the financial community, but in practice this
is not necessarily the case, as many investors look upon a stock trading below
$5.00 as unduly speculative in nature and, as a matter of policy, avoid
investment in such stocks.
Moreover, many leading brokerage firms are reluctant to recommend
lower-priced securities to their clients and a variety of brokerage house
policies and practices currently tend to discourage individual brokers within
firms from dealing in lower-priced stocks. Some of those policies and practices
pertain to the payment of brokers' commissions and to time-consuming procedures
that function to make the handling of lower-priced stocks unattractive to
brokers from an economic standpoint. In addition, the structure of trading
commissions also tends to have an adverse impact upon holders of lower-priced
stocks because the brokerage commission on a sale of a lower-priced stock
generally represents a higher percentage of the sales price than the commission
on a relatively higher-priced issue.
Although there can be no assurance that the price of the Company's shares
after the reverse split will actually increase in an amount proportionate to the
decrease in the number of outstanding shares, the Reverse-Split Proposal is
intended to result in a price level for the New Common Stock that will broaden
investor interest and provide a market that will more closely reflect the
Company's underlying values.
As a growth oriented independent oil and gas exploration and production
company, the Company has extensively relied on outside sources of funds,
including the proceeds from the sale of equity and debt securities, to fund its
capital expenditures in the past. The Company expects to continue to rely on
outside sources of funds in the future, and believes that the Reverse-Split
Proposal may enhance the Company's ability to obtain such capital on favorable
terms.
EXCHANGE OF STOCK CERTIFICATES AND ELIMINATION OF FRACTIONAL SHARE INTERESTS
As soon as practicable after the Effective Date, shareholders will be
notified and requested to surrender their Old Common Stock certificates for new
certificates representing the number of shares of New Common Stock after the
reverse stock split. Until so surrendered, each current certificate representing
shares of Old Common Stock will be deemed for all corporate purposes after such
Effective Date to evidence ownership of New Common Stock in the appropriately
reduced number. Chemical Mellon Shareholder Services will be appointed exchange
agent (the "Exchange Agent") to act for shareholders in effecting the exchange
of their certificates.
In cases in which the Reverse-Split Proposal results in any shareholder
holding a fraction of a share, the Company will pay the shareholder for such
fractional interest on the basis of the average closing market price on the
Nasdaq National Market System for the 10 trading days immediately
3
<PAGE>
preceding the Effective Date. Because the price of the Common Stock fluctuates,
the amount to be paid for fractional shares cannot be determined until such date
and may be greater or lesser than the price on the date that any shareholder
executes his proxy.
There were approximately 2,027 shareholders of record of the Company as of
November 30, 1995. The Reverse-Split Proposal, if adopted, is not expected to
cause a significant change in the number of shareholders. The Company has no
plans for the cancellation or purchase of its shares from individuals holding a
nominal number of such shares if the Reverse-Split Proposal is adopted.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income tax consequences
of the proposed reverse stock split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes that the New Common
Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised to
consult their own tax advisers regarding the federal income tax consequences of
the proposed reverse stock split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in Section
368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with the
reverse split.
3. No gain or loss will be recognized by a shareholder who exchanges all of his
shares of Old Common Stock solely for shares of New Common Stock.
4. The aggregate basis of the shares of New Common Stock to be received in the
reverse split (including any fractional share deemed received) will be the
same as the aggregate basis of the shares of Old Common Stock surrendered in
exchange therefor.
5. The holding period of the shares of New Common Stock to be received in the
reverse split (including any fractional share deemed received) will include
the holding period of the shares of Old Common Stock surrendered in exchange
therefor.
6. A holder of Common Stock receiving cash in lieu of a fractional share will
be treated as receiving the payment in connection with a redemption of the
fractional share, with the tax consequences of the redemption determined
under Section 302 of the Code. As such, a holder of Common Stock will
generally recognize gain or loss upon such payment equal to the difference,
if any, between such shareholder's basis in the fractional share (as
described in 4., above) and the amount of cash received. Such gain or loss
will be capital gain or loss and will be long-term capital gain or loss if
the shareholder's holding period (as described in 5., above) exceeds one
year. A holder of Common Stock receiving cash in lieu of a fractional share
may be subject to dividend treatment on such payment if the redemption of
the fractional share is "essentially equivalent to a dividend" under Section
302 of the Code. However, based on a published IRS ruling, dividend
treatment is unlikely if, taking into account the constructive ownership
rules set forth in Section 318 of the Code, (a) the shareholder's relative
stock interest in the Company is minimal, (b) the shareholder exercises no
control over the Company's affairs and (c) there is a reduction in the
shareholder's proportionate interest in the Company.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY,
EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH
4
<PAGE>
THEIR OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED
REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY
STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
VOTE REQUIRED
Approval by shareholders of the proposed amendment to the Company's Restated
Certificate of Incorporation in the form set forth on Appendix A hereto
effecting the reverse split of the Common Stock and the authorization of a
reduction of stated capital requires the affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock. The Board of
Directors of the Company has adopted a resolution that authorizes Anschutz to
vote all of the shares held by it. As a result, Anschutz will be in a position
to vote approximately 40% of the outstanding shares in favor of the
Reverse-Split Proposal.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE REVERSE-SPLIT PROPOSAL.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows, as of November 30, 1995, the number of shares of
the Company's Old Common Stock beneficially owned by each director, certain
executive officers and all directors and executive officers as a group. Unless
otherwise indicated, each of the persons has sole voting power and sole
investment power with respect to the shares beneficially owned by such person.
If the Reverse-Split Proposal is approved, all share numbers set forth below
would be reduced by 80%.
<TABLE>
<CAPTION>
COMMON STOCK (2)
------------------------
PERCENT
NAME OF INDIVIDUAL OR NUMBER OF OF
NUMBER IN GROUP (1) SHARES CLASS
- ------------------------------------------------------------------------------------------ -----
<S> <C> <C>
Philip F. Anschutz (3).......................................................... 55,694,444(4) 65.0
Bulent A. Berilgen.............................................................. 143,774(5) *
Robert S. Boswell............................................................... 287,178(5)(10) *
Richard J. Callahan............................................................. 2,000 *
Dale F. Dorn.................................................................... 92,005(6) *
Forest D. Dorn.................................................................. 252,365(5)(7) *
William L. Dorn................................................................. 486,819(5)(8) 1.0
David H. Keyte.................................................................. 159,455(5)(9) *
James H. Lee.................................................................... 1,000 *
Craig D. Slater................................................................. 0 --
Drake S. Tempest................................................................ 0 --
Michael B. Yanney............................................................... 15,000 *
All directors and executive officers as a group (16 persons, including the 12
named above)................................................................... 57,470,195 66.1
</TABLE>
- ------------------------
The *percentage of shares beneficially owned does not exceed one percent of
the outstanding shares of the class.
(1)
William L. Dorn and Forest D. Dorn are brothers, and they and Dale F. Dorn
are cousins. See "Principal Holders of Securities".
(2)
Amounts reported also include shares held for the benefit of certain
directors and executive officers by the trustee of the Company's Retirement
Savings Plan Trust as of September 30, 1995.
5
<PAGE>
(3)
The shares indicated as owned by Philip F. Anschutz are owned of record by
Anschutz, of which Mr. Anschutz is the Chairman of the Board, President and
a director. Mr. Anschutz may be deemed to beneficially own such shares based
on his affiliation with Anschutz.
(4)
The shares indicated as owned by Anschutz and Philip F. Anschutz include (a)
6,200,000 shares issuable upon conversion of 620,000 shares of the Company's
Second Series Preferred Stock and (b) 30,694,444 shares issuable pursuant to
warrants exercisable within 60 days.
(5)
The shares indicated as owned by Messrs. Berilgen, Boswell, Forest D. Dorn,
William L. Dorn and Keyte include 140,000, 245,000, 140,000, 245,000 and
140,000 shares, respectively, which such party has the right to acquire
within 60 days upon the exercise of stock options.
(6)
Of the 92,005 shares indicated as owned by Dale F. Dorn, 3,437 shares are
held by Mr. Dorn as trustee of a trust for the benefit of his immediate
family, and of which shares Mr. Dorn has disclaimed beneficial ownership,
and 12,250 are shares, which Mr. Dorn as trustee, has the right to acquire
upon conversion of 3,500 shares of the Company's $.75 Convertible Preferred
Stock.
(7)
Of the 252,365 shares indicated as owned by Forest D. Dorn, 25,800 shares
are held of record by Mr. Dorn as co-trustee of a trust for the benefit of
his mother and of which shares Mr. Dorn disclaims beneficial ownership. This
amount excludes 8,628 shares held by Forest D. Dorn's wife and 25,967 shares
held by his children, of which shares Mr. Dorn disclaims beneficial
ownership.
(8)
Of the 486,819 shares indicated as beneficially owned by William L. Dorn,
25,800 shares are held of record by William L. Dorn, as co-trustee of a
trust for the benefit of his mother and 74,223 shares are held of record by
William L. Dorn as trustee of trusts for the benefit of related parties, of
which shares Mr. Dorn disclaims beneficial ownership. Amount does not
include 14,990 shares held by William L. Dorn's wife or 35,997 shares held
by his children, of which shares Mr. Dorn disclaims beneficial ownership.
(9)
Of the 159,455 shares indicated as owned by David H. Keyte, 7,000 shares are
issuable upon conversion of 2,000 shares of the Company's $.75 Convertible
Preferred Stock.
(10)
Such amount excludes 225 shares held by Mr. Boswell's wife and 830 shares
held by Mr. Boswell's children of which Mr. Boswell disclaims beneficial
ownership.
PRINCIPAL HOLDERS OF SECURITIES
The Company currently has one class of voting securities outstanding. On
November 30, 1995, there were 48,779,960 shares of Old Common Stock outstanding,
with each such share being entitled to one vote. This does not include the
4,510,000 additional shares of Old Common Stock issued in connection with the
Saxon Closing. If the Reverse-Split Proposal is approved, all share numbers set
forth below would be reduced by 80%.
6
<PAGE>
As of November 30, 1995, to the knowledge of the Board of Directors, the
only shareholders who owned beneficially more than 5% of the outstanding shares
of Common Stock were:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------------- -------------------------------- -------------------- -----------
<S> <C> <C> <C>
Common Stock (1) The Anschutz Corporation 55,694,444(2) 65.0%
2400 Anaconda Tower
555 17th Street
Denver, Colorado 80202
R. B. Haave Associates, Inc. 3,701,650(3) 7.4%
2700 Madison Avenue
New York, New York 10016
Saxon Petroleum, Inc. 5,300,000(4) 10.9%
1700, 736 6th Avenue SW
Calgary, Alberta T2P 377
Canada
</TABLE>
- ------------------------
(1) Based on Schedules 13D and 13G and amendments thereto filed with the SEC and
the Company by the reporting person through November 30, 1995 and the amount
of Old Common Stock outstanding on November 30, 1995.
(2) The shares indicated as owned by Anschutz and Philip F. Anschutz include (a)
6,200,000 shares issuable upon conversion of 620,000 shares of the Company's
Second Series Preferred Stock and (b) 30,694,444 shares issuable pursuant to
warrants exercisable within 60 days. Anschutz has indicated that it intends
to vote all of the 18,800,000 shares of Common Stock held by it
(approximately 40% of the outstanding shares) in favor of the Reverse-Split
Proposal.
(3) The shares indicated as beneficially owned by R. B. Haave Associates, Inc.
include 1,150,450 shares issuable upon conversion of 328,700 shares of the
Company's Convertible Preferred Stock.
(4) Pursuant to an Agreement between the Company and Saxon, Saxon has agreed to
issue its securities to the Company in exchange for (i) 790,000 shares of
the Company's Old Common Stock issued as a part of a first closing which
occurred in October 1995, and (ii) 4,510,000 shares of the Company's Old
Common Stock issued in connection with a second closing that occurred on
December 20, 1995. At this Special Meeting, Saxon will only be entitled to
vote 790,000 shares of Common Stock (approximately 2% of the outstanding
Common Stock). Saxon has indicated that it intends to vote such shares in
favor of the Reverse-Split Proposal.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be included in the Board of Directors'
solicitation of proxies for the 1996 Annual Meeting of Shareholders must have
been received by Daniel L. McNamara, Secretary at 1600 Broadway, Suite 2200,
Denver, CO 80202, no later than December 2, 1995.
GENERAL AND OTHER MATTERS
The Board of Directors knows of no matter, other than those referred to in
this Proxy Statement, which will be presented at the Special Meeting. However,
if any other matters are properly brought before the meeting or any of its
adjournments, the person or persons voting the proxies will vote them in
accordance with their judgment on such matters.
The cost of preparing, assembling, and mailing this Proxy Statement, the
enclosed proxy card and the Notice of Special Meeting will be paid by the
Company. Additional solicitation by mail, telephone, telegraph or personal
solicitation may be done by directors, officers, and regular employees of the
7
<PAGE>
Company. Such persons will receive no additional compensation for such services.
Brokerage houses, banks and other nominees, fiduciaries and custodians nominally
holding shares of Common Stock of record will be requested to forward proxy
soliciting material to the beneficial owners of such shares, and will be
reimbursed by the Company for their reasonable expenses. The Company has
retained Morrow & Co., Inc. to assist in such solicitation and has agreed to pay
reasonable and customary fees for its services and to reimburse it for
reasonable out-of-pocket expenses in connection therewith.
You are urged to complete, sign, date and return your proxy promptly. You
may revoke your proxy at any time before it is voted. If you attend the Special
Meeting, as we hope you will, you may vote your shares in person.
By order of the Board of Directors
DANIEL L. McNAMARA
SECRETARY
December 22, 1995
8
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION
OF FOREST OIL CORPORATION
Under Section 805 of the New York Business Corporation Law
WE, THE UNDERSIGNED, William L. Dorn and Daniel L. McNamara being,
respectively, the Chairman of the Board and Secretary of Forest Oil Corporation,
do hereby certify:
1. The name of the Corporation is Forest Oil Corporation.
2. The Certificate of Incorporation of said Corporation was filed by the
Department of State, State of New York, on the 13th day of March, 1924, and its
previous restated certificates of incorporation were filed by the Department of
State on the 12th day of May, 1978, the 19th day of May, 1992 and the 21st day
of October, 1993.
3. Immediately upon the effectiveness of this amendment to the
Corporation's Restated Certificate of Incorporation pursuant to the New York
Business Corporation Law (the "Effective Time"), each five issued and
outstanding shares of the Corporation's Common Stock, Par Value $.10 Per Share
("Old Common Stock"), shall automatically, without further action on the part of
the Corporation or any holder of such Old Common Stock, be reclassified into one
new share of the Corporation's Common Stock, $.10 Par Value Per Share ("New
Common Stock"), as constituted following the Effective Time. The
reclassification of the Old Common Stock into New Common Stock, will be deemed
to occur at the Effective Time, regardless of when the certificates representing
such Old Common Stock are physically surrendered to the Corporation for exchange
into certificates representing New Common Stock. After the Effective Time,
certificates representing the Old Common Stock will, until such shares are
surrendered to the Corporation for exchange into New Common Stock, represent the
number and class of New Common Stock into which such Old Common Stock shall have
been converted pursuant to this amendment.
In cases in which the conversion of the Old Common Stock into New Common
Stock results in any shareholder holding a fraction of a share, the Company will
pay the shareholder for such fractional interest on the basis of the average
closing market price on the Nasdaq National Market System for the 10 trading
days immediately preceding the Effective Time.
4. Following the Effective Time, the number of outstanding shares of the
Corporation will be reduced. This amendment authorizes the officers of the
Corporation to reduce the stated capital of the Corporation to reflect the
change in outstanding shares of the Corporation.
At a meeting of the Board of Directors held on December 12, 1995, and at a
meeting of the shareholders held on January 5, 1996, the foregoing amendment was
approved by more than a majority of the votes cast by the holders of the
outstanding shares of Common Stock entitled to vote thereon, all in accordance
with Section 614 of the New York Business Corporation Law.
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<PAGE>
IN WITNESS WHEREOF, this certificate has been signed and the truth of the
statements therein affirmed under penalty of perjury, on this day of January,
1996.
______________________________________
William L. Dorn
CHAIRMAN OF THE BOARD
______________________________________
Daniel L. McNamara
SECRETARY
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