SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FOREST OIL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
---------------------------------------------
(Title of Class of Securities)
346091101
--------------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Anaconda Tower The Citicorp Center
555 Seventeenth Street 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 298-1000 (212) 326-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
--------------------
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP Number 346091101
-------------
<PAGE>
------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
84-0511138
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,134,888
----------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON 0
----------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
----------------------------------------
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,888
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------
Page 2 of 10 Pages
<PAGE>
------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
84-1179412
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,134,888
---------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON 0
----------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
---------------------------------------
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,134,888
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------
Page 3 of 10 Pages
<PAGE>
------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
###-##-####
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 834
---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,134,888
----------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON 834
----------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
----------------------------------------
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,135,722
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------
Page 4 of 10 Pages
<PAGE>
This Amendment No. 3 to Schedule 13D (the "Schedule
13D"), which was filed on May 26, 1995 by The Anschutz
Corporation ("TAC"), Anschutz Company ("AC") and Philip F.
Anschutz ("Anschutz"), and which relates to shares of Common
Stock, par value $.10 per share ("Common Stock"), of Forest
Oil Corporation (the "Company"), as amended by Amendment No.
1, which was filed on July 28, 1995 (the "Amendment No. 1"),
as further amended by Amendment No. 2, which was filed on
February 7, 1996 (the "Amendment No. 2"), hereby further
amends Items 3, 4 and 5 of the Schedule 13D. Unless
otherwise indicated, all capitalized terms used but not
defined herein shall have the same meaning as set forth in
the Schedule 13D, as so amended.
This Amendment No. 3 reflects TAC's belief that the
number of shares of Common Stock outstanding on June 30, 1996
was 24,598,059 shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information previously furnished in response to
this item is amended to read as follows:
Funds used to exercise the JEDI/Purchase Option and
Tranche B Warrant in full, at a purchase price of $11.6385
per share or $26,186,625 in the aggregate, as described in
the response to Item 4 of this Amendment No. 3, were provided
by cash and short-term investments of TAC.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to
this item is amended to add the following:
On March 5, 1996, TAC transferred to an employee of
TAC, as compensation, 4,000 shares of Common Stock. The
closing price of the Common Stock on March 5, 1996, as
reported on NASDAQ/NMS, was $10.75 per share.
On May 9, 1996, the Company issued to Anschutz 834
shares of Common Stock as a non-discretionary grant to a non-
employee director pursuant to the Forest Oil Corporation
Stock Incentive Plan, as amended and restated as of March 22,
1996 and approved by the shareholders of the Company on May
8, 1996. The price at which the shares were issued was
$12.00 per share.
On August 1, 1996, TAC exercised its rights under
the JEDI/Purchaser Option to cause the issuance and delivery
by the Company to TAC of 2,250,000 Tranche B Warrant Shares
pursuant to the exercise in full of the Tranche B Warrant.
Page 5 of 10 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to
this item is amended to read as follows:
After giving effect to the transactions described
in the response to Item 4 of this Amendment No. 3:
(i) TAC is the direct owner, and AC and
Anschutz are indirect beneficial owners, of (A)
6,006,000 shares of Common Stock, (B) 620,000 shares of
Second Series Convertible Preferred Stock of the Company
(referred to the response to Item 4 as the Purchaser
Preferred Shares, which are convertible into the
1,240,000 shares of Common Stock referred to in the
response to Item 4 as the Purchaser Preferred Conversion
Shares) and (C) Tranche A Warrants to acquire 3,888,888
shares of Common Stock (which are referred to in the
response to Item 4 as Tranche A Warrant Shares); and
(ii) Anschutz is the direct owner of 834
shares of Common Stock,
which 6,006,834 shares of Common Stock in the aggregate that
are directly owned by TAC or Anschutz, as the case may be,
are approximately 21.1% of the shares of Common Stock that
were outstanding on June 30, 1996 after giving effect to the
issuance of 2,250,000 shares of Common Stock upon the
exercise of the JEDI/Purchaser Option and the Tranche B
Warrant.
If effect were also given to the conversion of all
620,000 Purchaser Preferred Shares and the exercise of the
Tranche A Warrant with respect to 3,888,888 Tranche A Warrant
Shares,
(i) TAC would be the direct owner, and AC and
Anschutz the indirect beneficial owners, of 11,134,888
shares of Common Stock and
(ii) Anschutz would be the direct owner of 834
shares of Common Stock,
which 11,134,888 shares and 11,135,722 shares in the
aggregate, respectively, are each approximately 34.8% of the
shares of Common Stock that would be outstanding on June 30,
1996 after giving effect to the issuance of 5,128,888
additional shares of Common Stock upon such conversion of the
Purchaser Preferred Shares and such exercise of the Tranche A
Warrant.
TAC and its affiliates, including, without
limitation, AC and Anschutz, are subject to certain
restrictions on the voting, acquisition and disposition of
Page 6 of 10 Pages
<PAGE>
shares of Common Stock and other equity securities of the
Company. Reference is made to Item 4 of the Schedule 13D, as
amended by Amendment Nos. 1 and 2, for a summary of such
restrictions, as well as to the Shareholders Agreement
attached as Exhibit 5 to Amendment No. 1 and First Amendment
to Shareholders Agreement attached as Exhibit 6 to Amendment
No. 2, pursuant to which such restrictions have been imposed.
Page 7 of 10 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
August 1, 1996
--------------------------
Date
THE ANSCHUTZ CORPORATION
By /s/ Philip F. Anschutz
-------------------------------
Philip F. Anschutz, President
S-1
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
August 1, 1996
--------------------
Date
ANSCHUTZ COMPANY
By /s/ Philip F. Anschutz
------------------------------
Philip F. Anschutz, President
S-2
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
August 1, 1996
-------------------
Date
By /s/ Philip F. Anschutz
------------------------
Philip F. Anschutz
S-3
