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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FOREST OIL CORPORATION
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
346091101
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(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Meyers
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1996
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(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 this 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.
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*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).
(Continued on following page(s))
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CUSIP No. 346091101 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
The Anschutz Corporation
84-0511138
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Kansas
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 11,138,888*
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 11,138,888*
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,138,888*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
35.0%
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(14) Type of Reporting Person*
CO
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*Number of shares have been adjusted to reflect the 5-for-1 stock split of
the Common Stock of the Company effected on January 8, 1996.
Page 2 of 11 Pages
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CUSIP No. 346091101 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Anschutz Company
84-1179412
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 11,138,188*
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 11,138,188*
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,138,188*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
35.0%
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(14) Type of Reporting Person
CO
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*Number of shares have been adjusted to reflect the 5-for-1 stock split of
the Common Stock of the Company effected on January 8, 1996.
Page 3 of 11 Pages
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CUSIP No. 346091101 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Philip F. Anschutz
###-##-####
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 11,138,888*
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 11,138,888*
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,138,888*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares**
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(13) Percent of Class Represented by Amount in Row (11)
35.0%
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(14) Type of Reporting Person*
IN
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*Number of shares have been adjusted to reflect the 5-for-1 stock split of
the Common Stock of the Company effected on January 8, 1996.
Page 4 of 11 Pages
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This Amendment No. 2 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"), hereby further amends Items 4, 5
and 7 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.
All numbers of shares of Common Stock and prices per share of Common
Stock in this Amendment No. 2 have been adjusted to reflect (1) the 5-to-1
reverse stock split of the Common Stock effected by the Company on January 8,
1996 and (2) the number of shares of Common Stock TAC believes to be
outstanding on January 31, 1996.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is amended
to add the following:
I. SECOND RESTRUCTURE AGREEMENT
The following summary and description of the transactions contemplated
by the Second Restructure Agreement dated as of December 29, 1995 between
Joint Energy Development Investments Limited Partnership and the Company (the
"SECOND JEDI RESTRUCTURE AGREEMENT") and certain other documents referred to
therein does not purport to be a complete summary or description thereof and
is subject to and qualified in its entirety by reference to the Second
Restructure Agreement (including the exhibits attached thereto) filed by the
Company with the Securities and Exchange Commission on January 3, 1996 as
Exhibit 10.12 to the Registration Statement on Form S-2 of the Company (No.
33-64949) or to First Amendment to Shareholders Agreement (as defined below)
attached hereto as Exhibit 6:
A. On December 29, 1995, JEDI and the Company entered into the Second
JEDI Restructuring Agreement providing for, among other things, (1) the
exchange of (A) approximately $22.4 million principal amount of indebtedness
outstanding under the Loan Agreement dated as of December 28, 1993 between
JEDI and the Company, as amended or modified, for (B) 1,680,000 shares of
Common Stock and (2) the further amendment of such Loan Agreement.
B. On January 24, 1996, as contemplated by Section 2.1(b) of the
Second JEDI Restructure Agreement, JEDI
Page 5 of 11 Pages
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assigned to the Company the Tranche B Warrants and the rights of JEDI under
the JEDI/Purchaser Option and the Company assumed the obligations of JEDI
under the JEDI/Purchaser Option. As a result of such assignment and
assumption, TAC has the right to purchase from the Company in one or more
transactions from time to time not later than July 27, 1998 the Tranche B
Warrant Shares at a price per Tranche B Warrant Share that is equal to the
lesser of (1) $10.00 as increased at the rate of 18% per annum from July 27,
1995 to the date of the acquisition and (2) $15.50, in each case as such
price per share may be adjusted pursuant to the terms of the JEDI/Purchaser
Option.
C. On January 24, 1996, as contemplated by Section 2.5 of the Second
JEDI Restructure Agreement:
(1) TAC consented to the actions contemplated by
Sections 2.1(b) and 2.1(c) of the Second JEDI Restructure
Agreement and delivered certain documents necessary to effect
such consent(s) and to release JEDI from all obligations under
the Tranche B Warrants and the JEDI/Purchaser Option;
(2) the Company and TAC acknowledged in writing to JEDI
that the JEDI Registration Rights Agreement, as amended by
Amendment No. 1 thereto, continues to constitute the "Other
Registration Rights Agreement" for purposes of the Purchaser
Registration Rights Agreement; and
(3) the Company and TAC entered into a First Amendment
to Shareholders Agreement ("FIRST AMENDMENT TO SHAREHOLDERS
AGREEMENT") to amend lines 5 and 6 of Section 3.1(a) thereof
to delete the phrase "(other than Equity Securities of the
Company owned by Purchaser, any of its Affiliates or any such
Group)" and substitute in its place the phrase "(other than
Equity Securities of the Company owned by JEDI, Purchaser, any
of their respective Affiliates or any Group of which any such
entity is a member)", a copy of which First Amendment to
Shareholders Agreement is attached hereto as Exhibit 6.
II. TRANCHE A WARRANTS
On January 31, 1996, pursuant to Section 3.1(b) of the Tranche A
Warrant, the term of the Tranche A Warrant was extended to July 27, 1998 and
TAC agreed that, during the period of nine consecutive months beginning on
January 31, 1996, TAC shall not transfer to any person the beneficial
ownership of any shares of Common Stock except in one or more transactions
referred to in one or more of clauses (d), (e), (f), (g), (h), (i) and (j) of
Section 3.2 of the Shareholders Agreement.
Page 6 of 11 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is amended
to read as follows:
TAC is the direct beneficial owner, and AC and Anschutz are indirect
beneficial owners, of (i) 3,760,000 shares of Common Stock referred to in
Item 4 as the Purchaser Note Conversion Shares and the Purchaser Additional
Shares, (ii) 620,000 shares of Second Series Convertible Preferred Stock
referred to in Item 4 as the Purchaser Preferred Shares (which are
convertible into the 1,240,000 shares of Common Stock referred to in Item 4
as the Purchaser Preferred Conversion Shares), (iii) Tranche A Warrants to
acquire 3,888,888 shares of Common Stock that are referred to in Item 4 as
the Tranche A Warrant Shares and (iv) an option referred to in Item 4 as the
JEDI/Purchaser Option to acquire from the Company 2,250,000 shares of Common
Stock that are referred to in Item 4 as Tranche B Warrant Shares.
Without giving effect to the conversion of the Purchaser Preferred
Shares or the exercise of any of the Tranche A Warrants, Tranche B Warrants
or the JEDI/Purchaser Option, TAC has acquired the direct beneficial
ownership, and AC and Anschutz the indirect beneficial ownership, of
3,760,000 shares of Common Stock, or approximately 15.4% of the shares of
Common Stock TAC believes to be outstanding as of January 31, 1996.
After giving effect to the conversion of the Purchaser Preferred Shares
and the exercise of all Tranche A Warrants, Tranche B Warrants and the
JEDI/Purchaser Option (assuming for such purpose the absence of the
restrictions imposed on the conversion or exercise thereof by the
Shareholders Agreement), TAC may be deemed to have acquired the beneficial
ownership, and AC and Anschutz the indirect beneficial ownership, of
11,138,888 shares of Common Stock, or approximately 35.0% of the shares of
Common Stock that would be outstanding after giving effect to the issuance of
all such shares.
TAC and its affiliates, including, without limitation, AC and Anschutz,
are subject to certain restrictions on the voting, acquisition and
disposition of shares of Common Stock and other equity securities of the
Company. Reference is made to Item 4 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 this
Amendment No. 2, pursuant to which such restrictions have been imposed.
Page 7 of 11 Pages
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TAC, AC and Anschutz may be deemed to share the power both to vote and
to direct the disposition of the shares of Common Stock and other equity
securities of the Company referred to above if and when beneficial ownership
thereof is acquired by TAC. Reference is made to Item 4 for a summary of the
transactions pursuant to which TAC may acquire such beneficial ownership.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The information previously furnished in response to this item is
supplemented by adding thereto a reference to the following new Exhibit:
Exhibit 6 First Amendment dated as of January 24, 1996 to
Shareholders Agreement dated as of July 27,
1995 between Forest Oil Corporation and The
Anschutz Corporation
Page 8 of 11 Pages
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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.
January 31, 1996
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Date
THE ANSCHUTZ CORPORATION
By /s/ Philip F. Anschutz
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Philip F. Anschutz, President
S-1
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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.
January 31, 1996
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Date
ANSCHUTZ COMPANY
By /s/ Philip F. Anschutz
-------------------------------
Philip F. Anschutz, President
S-2
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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.
January 31, 1996
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Date
By /s/ Philip F. Anschutz
--------------------------
Philip F. Anschutz
S-3
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EXHIBIT INDEX
First Amendment dated as of January 24, . . . . . . . . . . . Exhibit 6
1996 to Shareholders Agreement dated as
of July 27, 1995 between Forest Oil
Corporation and The Anschutz Corporation
Ex. - 1
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EXHIBIT 6
FIRST AMENDMENT
TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT ("Amendment") is
entered into by and between Forest Oil Corporation, a New York corporation
("Forest"), and The Anschutz Corporation, a Kansas corporation ("Anschutz").
W I T N E S S E T H
WHEREAS, Forest and Anschutz have heretofore entered into that certain
Shareholders Agreement dated as of July 27, 1995 (the "Agreement"); and
WHEREAS, Forest and Anschutz desire to amend the Agreement in
accordance with the terms and provisions set forth below.
NOW, THEREFORE, in consideration of the premises for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Forest and Anschutz, Forest and Anschutz hereby agree to amend
lines 5 and 6 of Section 3.1(a) of the Agreement by deleting the phrase "(other
than Equity Securities of the Company owned by Purchaser, any of its Affiliates
or any such Group)" and replacing it with the phrase "(other than Equity
Securities of the Company owned by JEDI, Purchaser, any of their respective
Affiliates or any Group of which any such entity is member)".
Except as expressly amended hereby, the Agreement is hereby ratified
and confirmed, and as hereby amended, shall remain in full force and effect in
accordance with its terms, conditions and provisions.
EXECUTED in multiple counterparts, each having the force and effect of
an original effective as of January 24, 1996.
FOREST OIL CORPORATION
By:/s/ DANIEL L. McNAMARA
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Name: Daniel L. McNamara
Title: Corporate Counsel
THE ANSCHUTZ CORPORATION
By:/s/ CRAIG D. SLATER
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Name: Craig D. Slater
Title: Vice President
