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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
FOREST OIL CORPORATION
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
346091 60 6
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 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 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.
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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).
CUSIP Number 346091 60 6
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Page 1 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
84-0511138
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
11,134,888
OWNED BY -----------------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
0
ING PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,888
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
84-1179412
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
11,134,888
OWNED BY -----------------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
0
ING PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
-----------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,134,888
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 7 SOLE VOTING POWER
834
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
11,134,888
OWNED BY -----------------------------------------------
EACH REPORT- 9 SOLE DISPOSITIVE POWER
834
ING PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,134,888
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,135,722
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14 TYPE OF REPORTING PERSON
IN
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Page 4 of 15 Pages
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This Amendment No. 4 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"), as further amended
by Amendment No. 3, which was filed on August 5, 1996 (the "Amendment No. 3"),
hereby further amends Items 3, 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.
This Amendment No. 4 reflects TAC's belief that the number of shares
of Common Stock outstanding on October 17, 1996 was 26,886,451 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 acquire 388,888 shares of Common Stock pursuant to the
partial exercise of the Tranche A Warrant, at a purchase price of $10.50 per
share or $4,083,324 in the aggregate, as described in the response to Item 4 of
this Amendment No. 4, were provided by cash and short-term investments of TAC.
TAC acquired 1,240,000 shares of Common Stock pursuant to the exercise
of 620,000 shares of Second Series Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On November 5, 1996, JEDI and the Company entered into a Loan
Termination Agreement (the "Loan Termination Agreement") providing for, among
other things, (1) the exchange of (A) approximately $42,969,122.40 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) 2,000,000
shares of Common Stock and (2) $13,469,122.40. The Company and JEDI also
entered into Amendment No. 1 to the JEDI Shareholders Agreement and Amendment
No. 2 to the JEDI Registration Rights Agreement.
Page 5 of 15 Pages
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On November 5, 1996, as contemplated by Section 2.2 of the Loan
Termination Agreement:
(1) TAC consented to Amendment No. 2 to the JEDI Registration Rights
Agreement;
(2) the Company and TAC acknowledged in writing to JEDI that the JEDI
Registration Rights Agreement, as amended by Amendment Nos. 1 and 2
thereto, continues to constitute the "Other Registration Rights Agreement"
for purposes of the Purchaser Registration Rights Agreement;
(3) the Company and TAC entered into Amendment No. 1 to the Purchaser
Registration Rights Agreement, a copy of which Amendment No. 1 is attached
hereto as Exhibit 7;
(4) TAC exercised its rights under the Tranche A Warrants to cause
the issuance and delivery by the Company to TAC of 388,888 shares of Common
Stock (which are referred to in the response to this Item 4 as Tranche A
Warrant Shares) pursuant to the partial exercise of the Tranche A Warrant;
(5) TAC converted all 620,000 shares of Second Series Convertible
Preferred Stock into 1,240,000 shares of Common Stock (which are referred
to in the response to this Item 4 as Purchase Preferred Conversion Shares);
and
(6) the Company extended from July 27, 1998 to July 27, 1999 the
expiration date of the Tranche A Warrant with respect to the 3,500,000
Tranche A Warrant Shares that remain subject to issuance upon the exercise
of the remainder of the Tranche A Warrant.
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. 4:
(i) TAC is the direct owner, and AC and Anschutz are indirect
beneficial owners, of (A) 7,634,888 shares of Common Stock, and (B) Tranche
A Warrants to acquire 3,500,000 shares of Common Stock (which are referred
to in the response to Item 4 as Tranche A Warrant Shares); and
Page 6 of 15 Pages
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(ii) Anschutz is the direct owner of 834 shares of Common Stock,
which 7,635,722 shares of Common Stock in the aggregate that are directly owned
by TAC or Anschutz, as the case may be, are approximately 25.0% of the
30,515,339 shares of Common Stock that would have been outstanding on October
17, 1996 if effect were given on that date to the issuance of 2,000,000 shares
of Common Stock to JEDI and the issuance to TAC of 1,628,888 shares of Common
Stock upon the partial exercise of the Tranche A Warrant with respect to 388,888
Tranche A Warrant Shares and the conversion of the Second Series Convertible
Preferred Stock.
If effect were also given to the exercise of the Tranche A Warrant
with respect to the remaining 3,500,000 Tranche A Warrant Shares subject to
issuance upon the exercise thereof,
(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 32.7% of the 34,015,339 shares of Common Stock that would
have been outstanding on October 17, 1996 if effect were given on that date to
the issuance to TAC of 3,500,000 additional shares of Common Stock upon 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 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.
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 7 Amendment No. 1 dated as of November 5, 1996 to Registration
Rights Agreement dated as of May 19, 1995 between Forest
Page 7 of 15 Pages
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Oil Corporation and The Anschutz Corporation
Page 8 of 15 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.
November 5, 1996
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Date
THE ANSCHUTZ CORPORATION
By /s/ Philip F. Anschutz
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Philip F. Anschutz, President
Page 9 of 15 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.
November 5, 1996
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Date
ANSCHUTZ COMPANY
By /s/ Philip F. Anschutz
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Philip F. Anschutz, President
Page 10 of 15 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.
November 5, 1996
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Date
By /s/ Philip F. Anschutz
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Philip F. Anschutz
Page 11 of 15 Pages
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EXHIBIT INDEX
Amendment No. 1 dated as of November 5, 1996
to Registration Rights Agreement dated as of
May 19, 1995 between Forest Oil Corporation
and The Anschutz Corporation...........................................Exhibit 7
Page 12 of 15 Pages
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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of November
5, 1996 between FOREST OIL CORPORATION, a New York corporation (the "Company"),
and THE ANSCHUTZ CORPORATION, a Kansas corporation (the "Shareholder").
RECITALS
A. The Company and the Shareholder entered into a Registration
Rights Agreement dated as of May 19, 1995 (the "Registration Rights Agreement").
Terms not otherwise defined herein have the meanings stated in the Registration
Rights Agreement or, if not defined therein, in the Purchase Agreement (as
defined therein).
B. The Company and Joint Energy Development Investments Limited
Partnership, a Delaware limited partnership (the "Other Shareholder"), entered
into a Registration Rights Agreement dated July 27, 1995, as amended by
Amendment No. 1 to Registration Rights Agreement dated January 24, 1996 (as so
amended, the "Other Registration Rights Agreement").
C. The Company and the Shareholder desire to amend the Registration
Rights Agreement pursuant to this Amendment No. 1, and the Company and the Other
Shareholder desire to further amend the Other Registration Rights Agreement
pursuant to Amendment No. 2 dated the date hereof between the Company and the
Other Shareholder (the "Other Amendment No. 2").
AGREEMENT
The parties agree as follows:
SECTION 1. AMENDMENTS. The Registration Rights Agreement shall be
amended as follows:
(a) Section 1(b) shall be amended by inserting the following at
the end of the fourth line thereof, immediately following the phrase "whether
pursuant to Section 1(a) or otherwise, ":
that shall not be offered and sold on a delayed or
continuous basis pursuant to paragraph (ix) of
Rule 415 under the Securities Act (or any
successor provision) or if the Company shall
determine to offer for sale any Equity Securities
under a registration statement that shall provide
for the offering and sale of such Equity
Securities on a delayed or continuous basis
pursuant to paragraph
Page 13 of 15 Pages
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(ix) of Rule 415 under the Securities Act (or any
successor provision),
(b) Section 1(b) shall be further amended by inserting "same or
different" on the tenth line thereof, immediately after the words "include in
the".
SECTION 2. CONFIRMATION. Anschutz hereby approves the Other
Amendment No. 2. The Other Registration Rights Agreement, as further amended by
the Other Amendment No. 2 continues to constitute the "Other Registration Rights
Agreement" for purposes of the Registration Rights Agreement, as amended by this
Amendment No. 1.
SECTION 3. CONTINUING EFFECT. Except as modified by this Amendment
No. 1, the terms of the Registration Rights Agreement shall continue in full
force and effect. Any reference in the Registration Rights Agreement to "this
Agreement" shall be deemed to include the amendments to the Registration Rights
Agreement effected by this Amendment No. 1.
SECTION 4. GOVERNING LAW. This Amendment No. 1 shall be governed by
and construed in accordance with the internal laws of the State of New York.
All rights and obligations of the Company and the Shareholder shall be in
addition to and not in limitation of those provided by applicable law.
SECTION 5. COUNTERPARTS; EFFECTIVENESS. This Amendment No. 1 may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if all signatures were on the same instrument.
[Remainder of Page Intentionally Left Blank]
Page 14 of 15 Pages
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 as of the date first written above in Denver, Colorado.
FOREST OIL CORPORATION
By:/s/ Daniel L. McNamara
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Name: Daniel L. McNamara
Title: Secretary
Address: 1600 Broadway
Suite 2200
Denver, Colorado 80202
Telecopy: (303) 812-1510
THE ANSCHUTZ CORPORATION
By:/s/ Craig D. Slater
----------------------------
Name: Craig D. Slater
Title: Vice President
Address: 2400 Anaconda Tower
555 17th Street
Denver, Colorado 80202
Telecopy: (303) 298-8881
Page 15 of 15 Pages
