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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOREST OIL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 25-0484900
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1600 BROADWAY-SUITE 2200
DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $.10 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Forest Oil Corporation (the "Company") is authorized to issue 210,000,000
shares of capital stock, consisting of 200,000,000 shares of Common Stock,
par value $.10 per share (the "Common Stock"), 10,000,000 shares of
preferred stock, par value $.01 per share, which shares of preferred are
classified into two classes; 2,650,000 shares of junior preferred stock, par
value $.01 per share and 7,350,000 shares of senior preferred stock, par
value $.01 per share. The Company has one class of common equity securities
outstanding, the Common Stock. On September 30, 1997, 1,429,660 shares of
Common Stock were reserved for issuance upon the exercise of stock options.
As of September 30, 1997, 36,313,473 shares of Common Stock were held by
1,679 recordholders. Holders of the Common Stock are not entitled to any
preemptive rights with respect to issuances of capital stock of the Company.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the common shareholders of the Company. In
addition, such holders are entitled to receive ratably such dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally available therefor, subject to the payment of preferential dividends
with respect to any preferred stock of the Company that from time to time may be
outstanding.
In the event of dissolution, liquidation or winding-up of the Company, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of all liabilities of the Company and subject to the prior
distribution rights of the holders of any preferred stock of the Company that
may be outstanding at that time. The holders of Common Stock do not have
cumulative voting rights or preemptive or other rights to acquire or subscribe
for additional, unissued or treasury shares. All outstanding shares of Common
Stock are fully paid and nonassessable.
The only restrictions on the Company's present or future ability to pay
dividends are (i) the provisions of the New York Business Corporation Law
("NYBCL"), (ii) certain restrictive provisions in the Indenture executed in
connection with the Company's 8 3/4% Senior Subordinated Notes due 2007, and
(iii) the Company's Second Amended and Restated Credit Agreement dated January
31, 1997, as amended, with The Chase Manhattan Bank ("Chase"), as agent for a
group of banks (the "Credit Facility"), under which the Company is restricted in
amounts it may pay as dividends (other than dividends payable in Common Stock).
The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services.
ANTI-TAKEOVER PROVISIONS. Certain provisions in the Company's Restated
Certificate of Incorporation and By-laws, the Company's shareholders' rights
plan and executive severance agreements may have the effect of encouraging
persons considering unsolicited tender offers or other unilateral takeover
proposals to negotiate with the Board of Directors rather than pursue
non-negotiated takeover attempts.
CLASSIFIED BOARD OF DIRECTORS. The Company's By-laws provide that the
Board of Directors is divided into four classes as nearly equal in number as
possible, with each class having not less than three members, whose four year
terms of office expire at different times in annual succession. Presently the
number of directors is fixed at 11. A staggered board makes it more difficult
for shareholders to change the majority of the directors and instead promotes a
continuity of existing management.
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BLANK CHECK PREFERRED STOCK. The Company's Restated Certificate of
Incorporation authorizes the issuance of blank check preferred stock. The Board
of Directors can set the voting rights, redemption rights, conversion rights and
other rights relating to such preferred stock and could issue such stock in
either private or public transactions. In some circumstances, the blank check
preferred stock could be issued and have the effect of preventing a merger,
tender offer or other takeover attempt which the Board of Directors opposes.
SHAREHOLDERS' RIGHTS PLAN. In October 1993, the Board of Directors
adopted a shareholders' rights plan (the "Plan") and entered into the Rights
Agreement. The Company issued a dividend of a preferred stock purchase right
(the "Rights") on each outstanding share of Common Stock of the Company,
which, after the Rights become exercisable, entitles the holder to purchase
1/100th of a share of a newly issued series of the Company's preferred stock
at a purchase price of $30 per 1/100th of a preferred share, subject to
adjustment. The Rights expire on October 29, 2003 unless extended or
redeemed earlier. The Rights will become exercisable (unless previously
redeemed or the expiration date of the rights has occurred) following a
public announcement that a person or group (an "Acquiring Person") has
acquired 20% or more of the Common Stock or has commenced (or announced an
intention to make) a tender offer or exchange offer for 20% or more of the
Common Stock. In certain circumstances each holder of Rights (other than an
Acquiring Person) would have the right to receive, upon exercise (i) shares
of Common Stock having a value significantly in excess of the exercise price
of the Rights, or (ii) shares of Common Stock of an acquiring company having
a value significantly in excess of the exercise price of the Rights.
EXECUTIVE SEVERANCE AGREEMENTS. The Company has entered into executive
severance agreements (the "Executive Severance Agreements") with certain
executive officers, including the persons listed under "Management." The
Executive Severance Agreements provide for severance benefits for termination
without cause and for termination following a "change of control" of the
Company. Under the Executive Severance Agreements, a "change of control" of
the Company would be deemed to occur if, (i) the Company is not the surviving
entity in any merger, consolidation or other reorganization (or survives only
as a subsidiary of an entity other than a previously wholly-owned subsidiary
of the Company); (ii) the Company sells, leases or exchanges all or
substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary of the Company); (iii) the Company is dissolved and
liquidated; (iv) any person or entity, including a "group" as contemplated by
Section 13(d)(3) of the Securities Exchange Act of more than 40% of the
outstanding shares of the Company's voting stock (based upon voting power);
or (v) as a result of or in connection with a contested election of
directors, the persons who were directors of the Company before such election
cease to constitute a majority of the Board of Directors.
ITEM 2. EXHIBITS
1. Copies of all constituent instruments defining the rights of holders
of the Common Stock will be supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Forest Oil Corporation
By /s/ Donald H. Stevens
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Donald H. Stevens
Vice President-Capital Markets &
Strategic Initiatives
Dated: October 20, 1997
