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) - December 12, 1995
FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
New York 0-4597 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. Other Events
For information concerning this item, please refer to Exhibit 99.1
hereto, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) Forest Oil Corporation press release announcing the
execution of a definitive agreement to acquire ATCOR Resources,
Ltd.
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: December 19, 1995 By: /s/ Daniel L. McNamara
________________________
Daniel L. McNamara
Secretary
-2-
FOR IMMEDIATE RELEASE
FOREST OIL CORPORATION AGREES TO ACQUIRE
ATCOR RESOURCES, LTD.
DENVER, COLORADO - December 13, 1995 - Forest Oil Corporation
("Forest") today announced the signing of a definitive agreement
to acquire ATCOR Resources, Ltd. ("ATCOR") for C$4.88 per share
or a total of C$186 million (U.S.$135). ATCOR is a Calgary-based
Canadian exploration and production company with properties
concentrated in Alberta and British Columbia. ATCOR is also
engaged in gas processing and marketing in Canada, and has an
interest in undeveloped Canadian frontier lands.
Closing of the transaction is contingent upon Forest's completion
of an offering of its common stock, in contemplation of which a
registration statement is being filed with the Securities and
Exchange Commission. It is anticipated that approximately 5.3
million of the Forest common shares sold pursuant to the offering
will be sold by Saxon Petroleum Inc., in which Forest has agreed
to acquire a 56% (slightly less than 50% voting) common stock
interest. The offering and the transaction are expected to close
in late January 1996.
The transaction is subject to approval by ATCOR's shareholders,
for which a meeting has been scheduled for January 1996.
Approximately 45% of the ATCOR equity outstanding is held by
ATCO, Ltd. and its affiliates, all of which have agreed to vote
their shares in favor of the transaction. The controlling
stockholders will also purchase certain assets of ATCOR for
approximately C$22 million pursuant to the agreement. Proceeds
from that sale will be used to repay all the long-term debt of
ATCOR.
In conjunction with the anticipated transactions, Forest
announced it will seek approval of its stockholders for a 1 for 5
reverse stock split at a stockholders' meeting scheduled for
January 9, 1996.
At December 31, 1994, ATCOR had estimated net proved reserves of
169 BCFE, substantially all of which were proved developed.
ATCOR owns gas processing and gathering facilities in each of its
major fields. In addition, ATCOR at December 31, 1994 had an
interest in 253,000 net acres of undeveloped land and 441,000
gross acres of frontier lands. The frontier lands include
interests in 22 significant discovery areas on which wells have
been drilled and oil and/or gas have been discovered. Virtually
all of ATCOR's interests in these discovery areas are retained by
Significant Discovery Licenses. A one-half interest in these
frontier lands is among the assets to be sold to the controlling
stockholders of ATCOR.
ATCOR has natural gas marketing operations which marketed an
average of 671 MMCF per day during the nine months ended
September 30, 1995 and over 800 MMCF per day for the quarter then
ended. ATCOR established its marketing operations in 1981 and is
one of the largest natural gas marketers in Canada.
ATCOR also has a one-third interest in an ethane extraction plant
located in south Edmonton. The plant has a designed inlet
natural gas volume of 315 MMCF per day. An 18% interest in this
plant is also among the assets to be sold to the controlling
stockholders of ATCOR.
Forest Oil Corporation is engaged in the acquisition,
exploration, development and production of natural gas and crude
oil. Forest's principal reserves and producing properties are
located in the Gulf of Mexico, Texas and Oklahoma and in Canada.
Forest's common and preferred stocks are traded on the Nasdaq
National Market System under the FOIL and FOILO symbols,
respectively.
December 13, 1995
For further information please contact:
Zack Hager Jr.
Director Investor Relations
(303) 812-1610
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