<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FOREST OIL CORPORATION
(Name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 25-0484900
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DANIEL L. MCNAMARA
CORPORATE COUNSEL AND SECRETARY
FOREST OIL CORPORATION
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
ALAN P. BADEN
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1)(2) PRICE PER UNIT OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock (par value $.10 per share).. 196,856 $14 7/8 $2,928,233 $888
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Including associated stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be evidenced or
traded separately from the Common Stock.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 9, 1997
<PAGE>
PROSPECTUS
[LOGO]
FOREST OIL CORPORATION
COMMON STOCK
This Prospectus relates to 196,856 shares (the "Shares") of common stock,
par value $.10 per share (the "Common Stock"), of Forest Oil Corporation, a New
York corporation (the "Company" or "Forest"). The Shares are outstanding shares
of Common Stock owned by the person named in this Prospectus under the caption
"Selling Stockholder."
The Selling Stockholder may from time to time sell the Shares on The Nasdaq
National Market, in the over-the-counter market, on any other national
securities exchange on which the Common Stock may be listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. The Shares may be sold
directly or through brokers or dealers. See "Plan of Distribution."
The Company will receive no part of the proceeds of any sales made
hereunder. See "Use of Proceeds." All expenses of registration incurred in
connection with the offering are being borne by the Company, but all selling and
other expenses incurred by the Selling Stockholder will be borne by the Selling
Stockholder. See "Selling Stockholder."
The Selling Stockholder and any broker-dealers participating in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and profits on
the sales of Shares by the Selling Stockholder and any commissions or discounts
given to any such broker-dealer may be regarded as underwriting commissions or
discounts under the Securities Act.
The Shares have not been registered for sale by the Selling Stockholder
under the securities laws of any state as of the date of this Prospectus.
Brokers or dealers effecting transaction in the Shares should confirm the
registration thereof under the securities laws of the States in which such
transactions occur or the existence of any exemption from registration.
The Common Stock is traded on The Nasdaq National Market. On July 7, 1997,
the last sale price of the Common Stock on The Nasdaq National Market was
$14 7/8 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS PROSPECTUS AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
The date of this Prospectus is July 9, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at the following addresses: Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon the payment of fees prescribed by the Commission. In addition,
the Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at http://www.sec.gov. Similar information concerning the
Company can also be inspected at the offices of The Nasdaq National Market at
1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"), of which this Prospectus is a
part, which Forest has filed with the Commission under the Securities Act.
Statements contained herein concerning the provisions of any contract or other
document are necessarily summaries of such contracts or documents filed with the
Commission. Copies of the Registration Statement are on file at the offices of
the Commission and may be obtained, upon payment of fees prescribed by the
Commission, or may be examined without charge at the public reference facilities
of the Commission described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents which have been filed with the Commission pursuant to the
Exchange Act (File No. 0-4597):
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 Annual Report");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) The Company's Current Reports on Form 8-K dated January 28, February
7, March 7 and May 9, 1997 and on Form 8-K/A dated January 28, 1997.
All reports and any definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Such requests should be directed to Daniel L. McNamara,
Corporate Counsel and Secretary, Forest Oil Corporation, 1600 Broadway, Suite
2200, Denver, Colorado 80202 (telephone: (303) 812-1400).
2
<PAGE>
THE COMPANY
Forest and its subsidiaries are engaged in the acquisition, exploration,
exploitation, development, production and marketing of natural gas and crude oil
in North America. The Company, which is a successor to a company formed in 1916,
has been a publicly held company since 1969. The Company is active in several of
the major exploration and producing regions of the United States and Canada. The
Company's principal reserves and producing properties are located in the Gulf of
Mexico, Texas, Oklahoma and Canada. The Company operates from production offices
located in Denver, Colorado; Lafayette, Louisiana; and Calgary, Alberta, Canada.
The Company's principal offices are located at 1600 Broadway, Suite 2200,
Denver, Colorado 80202 (telephone: (303) 812-1400).
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholder. The Company will receive no part of the proceeds of any sales made
hereunder.
SELLING STOCKHOLDER
All of the 196,856 shares of Common Stock offered hereby are being sold by
Saxon Petroleum Inc. ("Saxon").
Robert S. Boswell and William L. Dorn, directors and executive officers of
the Company, and David H. Keyte, an executive officer of the Company, are
directors of Saxon.
The Company will pay all expenses in connection with the registration and
sale of the Shares, except any selling commissions or discounts allocable to
sales of the Shares, fees and disbursements of counsel and other representatives
of the Selling Stockholder, and any stock transfer taxes payable by reason of
any such sale.
PLAN OF DISTRIBUTION
The Selling Stockholder may from time to time sell all or a portion of the
Shares on The Nasdaq National Market, in the over-the-counter market, on any
other national securities exchange or U.S. automated interdealer quotation
system of a registered national securities association on which the Common Stock
is listed or traded, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The Shares may be sold directly or through brokers or dealers. The methods by
which the Shares may be sold include (a) a block trade (which may involve
crosses) in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) exchange distributions and/or secondary distributions in
accordance with the rules of The Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (e) in
one or more underwritten offerings; and (f) privately negotiated transactions.
In effecting sales, brokers or dealers engaged by the Selling Stockholder and/or
the purchaser of the Shares may arrange for other brokers or dealers to
participate in the sales process. The Selling Stockholder and any broker-dealers
participating in the distributions of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of Shares by the Selling Stockholder and any commissions or discounts given
to any such broker-dealer may be deemed to be underwriting commissions or
discounts under the Securities Act.
There can be no assurance that the Selling Stockholder will sell any or all
of the Shares offered hereunder.
Under the Exchange Act and the regulations thereunder, any person engaged in
a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in
3
<PAGE>
market making activities with respect to the Common Stock of the Company during
the applicable "cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Regulation M,
which provisions may limit the timing of purchases and sales of Common Stock by
the Selling Stockholder. The Company has agreed to indemnify the Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act. The Company may also indemnify any brokers, underwriters,
dealers or agents against certain liabilities, including liabilities under the
Securities Act.
EXPERTS
The consolidated financial statements of Forest Oil Corporation as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, which appear in the December 31, 1996 Annual Report on
Form 10-K of the Company, have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
refers to a change in the method of accounting for oil and gas sales in 1994.
The consolidated financial statements of ATCOR Resources Ltd., which appear
in the Current Report on Form 8-K/A of Forest Oil Corporation, dated January 28,
1997, have been incorporated by reference herein in reliance upon the report
dated February 1, 1996 of Price Waterhouse, independent auditors, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. Price Waterhouse is a Canadian partnership, resident in
Canada.
4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY UNDERWRITERS, AGENTS OR DEALERS OR
BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY
NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAD
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Selling Stockholder............................ 3
Plan of Distribution........................... 3
Experts........................................ 4
</TABLE>
[LOGO]
FOREST OIL CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
JULY 9, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses, other than underwriting discounts and commissions, in
connection with the offering are as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated);
Securities and Exchange Commission filing fee . . . $ 888
Printing and engraving expenses . . . . . . . . . . 20,000
Legal fees and expenses . . . . . . . . . . . . . . 15,000
Accounting fees and expenses. . . . . . . . . . . . 3,500
Blue sky qualification fees and expenses. . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 4,612
Total . . . . . . . . . . . . . . . . . . . . $45,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 725 of the Business Corporation Law of the State of New
York (the "BCL"), in which Forest Oil Corporation is incorporated, permit New
York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses. These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not entitled, (2) establish procedures for
indemnification and advancement of expenses that may be contained in the
certificate of incorporation or by-laws, or, when authorized by either of the
foregoing, set forth in a resolution of the shareholders or directors or an
agreement providing for indemnification and advancement of expenses, (3) apply a
single standard for statutory indemnification for third-party and derivative
suits by providing that indemnification is available if the director or officer
acted, in good faith, for a purpose which he reasonably believed to be in the
best interests of the corporation, and, in criminal actions, had no reasonable
cause to believe that his conduct was unlawful, (4) eliminate the requirement
for mandatory statutory indemnification that the indemnified party be "wholly"
successful and (5) provide for the advancement of litigation expenses upon
receipt of an undertaking to repay such advance if the director or officer is
ultimately determined not to be entitled to indemnification. Section 726 of the
BCL permits the purchase of insurance to indemnify a corporation or its officers
and directors to the extent permitted. Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other final adjudication adverse to
the indemnified party establishes that the acts were committed in bad faith or
were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.
Article IX of the By-laws of Forest Oil Corporation contains very broad
indemnification provisions which permit the Company to avail itself of the
amended BCL to extend broad protection to its directors, officers and employees
by way of indemnity and advancement of expenses. It sets out the standard under
which the Company will indemnify directors and officers, provides for
reimbursement in such instances, for the advancement or reimbursement for
expenses reasonably incurred in defending an action, and for the extension of
indemnity to persons other than directors and officers. It also establishes the
manner of handling indemnification when a lawsuit is settled. It is not
intended that this By-law is an exclusive method of indemnification.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
4.1 -- Restated Certificate of Incorporation of Forest Oil
Corporation dated October 14, 1993, incorporated herein by
reference to Exhibit 3(i) to Form 10-Q for Forest Oil
Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
4.2 -- Certificate of Amendment of the Restated Certificate of
Incorporation dated as of July 20, 1995, incorporated
herein by reference to Exhibit 3(i)(a) to Form 10-Q for
Forest Oil Corporation for the quarter ended June 30, 1995
(File No. 0-4597).
4.3 -- Certificate of Amendment of the Certificate of
Incorporated dated as of July 26, 1995, incorporated
herein by reference to Exhibit 3(i)(b) to Form 10-Q for
Forest Oil Corporation for the quarter ended June 30, 1995
(File No. 0-4597).
4.4 -- Restated By-Laws of Forest Oil Corporation as of May 9,
1990, Amendment No. 1 to By-Laws dated as of April 2,
1991, Amendment No. 2 to By-Laws dated as of May 8, 1991,
Amendment No. 3 to By-Laws dated as of July 30,
1991, Amendment No. 4 to By-Laws dated as of January 17,
1992, Amendment No. 5 to By-Laws dated as of March 18,
1993 and Amendment No. 6 to By-Laws dated as of September
14, 1993, incorporated herein by reference to Exhibit
3(ii) to Form 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
4.5 -- Amendment No. 7 to By-Laws dated as of December 3, 1993,
incorporated herein by reference to Exhibit 3(ii)(a) to
Form 10-K for Forest Oil Corporation for the year ended
December 31, 1993 (File No. 0-4597).
4.6 -- Amendment No. 8 to By-Laws dated as of February 24, 1994,
incorporated herein by reference to Exhibit 3(ii)(b) to
Form 10-K for Forest Oil Corporation for the year ended
December 31, 1993 (File No. 0-4597).
4.7 -- Amendment No. 9 to By-Laws dated as of May 15, 1995,
incorporated herein by reference to Exhibit 3(ii)(c) to
Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 1995 (File No. 0-4597).
4.8 -- Amendment No. 10 to By-Laws dated as of July 27, 1995,
incorporated herein by reference to Exhibit 3(ii)(d) to
Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 1995 (File No. 0-4597).
4.9 -- Rights Agreement between Forest Oil Corporation and Mellon
Securities Trust Company, as Rights Agent dated as of
October 14, 1993, incorporated herein by reference to
Exhibit 4.3 to Form 10-Q for Forest Oil Corporation
for the quarter ended September 30, 1993 (File No.
0-4597).
4.10 -- Amendment No. 1 dated as of July 27, 1995 to Rights
Agreement dated as of october 14, 1993 between Forest Oil
Corporation and Mellon Securities Trust Company,
incorporated herein by reference to Exhibit 99.5 of Form
8-K for Forest Oil Corporation dated October 11, 1995
(File No. 0-4597).
*5 -- Opinion of Daniel L. McNamara, Counsel to the Company, as
to the legality of the securities being registered.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Price Waterhouse.
*24 -- Powers of Attorney (included on the signature pages
hereof).
* Filed herewith
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any fact or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; PROVIDED, HOWEVER, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
July 9, 1997.
FOREST OIL CORPORATION
(Registrant)
By: /s/ William L. Dorn
-------------------------------
William L. Dorn
Chairman of the Board
Each person whose signature appears below hereby appoints David H. Keyte,
V. Bruce Thompson and Daniel L. McNamara and each of them, any one of whom
may act without the joinder of the others, as his attorney-in-fact to sign on
his behalf and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions in this Registration Statement
as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert S. Boswell President and Chief Executive Officer July 9, 1997
- ------------------------
Robert S. Boswell
/s/ David H. Keyte Vice President and Chief Financial July 9, 1997
- ------------------------ Officer (Principal Financial Officer)
David H. Keyte
/s/ Joan C. Sonnen Controller (Principal Accounting Officer) July 9, 1997
- ------------------------
Joan C. Sonnen
/s/ Philip F. Anschutz Director July 9, 1997
- ------------------------
Philip F. Anschutz
/s/ Robert S. Boswell Director July 9, 1997
- ------------------------
Robert S. Boswell
/s/ William L. Britton Director July 9, 1997
- ------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director July 9, 1997
- ------------------------
Cortlandt S. Dietler
/s/ William L. Dorn Director July 9, 1997
- ------------------------
William L. Dorn
/s/ Jordan L. Haines Director July 9, 1997
- ------------------------
Jordan L. Haines
</TABLE>
II-4
<PAGE>
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James H. Lee Director July 9, 1997
- ------------------------
James H. Lee
/s/ J.J. Simmons, III Director July 9, 1997
- ------------------------
J.J. Simmons, III
/s/ Craig D. Slater Director July 9, 1997
- ------------------------
Craig D. Slater
/s/ Drake S. Tempest Director July 9, 1997
- ------------------------
Drake S. Tempest
/s/ Michael B. Yanney Director July 9, 1997
- ------------------------
Michael B. Yanney
</TABLE>
II-5
<PAGE>
EXHIBIT 5
[LETTERHEAD]
July 9, 1997
Forest Oil Corporation
1600 Broadway - Suite 2200
Denver, Colorado 80202
RE: FORM S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
I have acted as counsel to Forest Oil Corporation, a New York
corporation ("Forest"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to 196,856 shares of
Forest's common stock, par value $.10 per share, ("Common Stock").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of (i) the Restated Certificate of Incorporation and Bylaws
of Forest, each as amended to the date hereof, and (ii) such other
certificates, statutes and other instruments and documents as I considered
appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, I have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will become effective; (ii) Common Stock will be issued and sold
in compliance with applicable federal and state securities laws and in the
manner described in the Registration Statement; and (iii) any definitive
purchase, underwriting or similar agreement with respect to any Common Stock
offered will have been duly authorized and validly executed and delivered by
Forest and the other parties thereto.
Based on the foregoing, I am of the opinion that:
1. Forest has been duly incorporated and is validly existing and in
good standing under the laws of the State of New York.
<PAGE>
Forest Oil Corporation
Page 2
July 9, 1997
2. The shares of Common Stock have been duly authorized, validly
issued, and are fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
Daniel L. McNamara
Corporate Counsel
DLM:bla
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Forest Oil Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 12, 1997,
relating to the consolidated balance sheets of Forest Oil Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the December 31, 1996, annual report on Form 10-K of Forest Oil Corporation, and
to the reference to our firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for oil and gas
sales in 1994.
KPMG PEAT MARWICK LLP
Denver, Colorado
July 8, 1997
II-6
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Forest Oil Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 1, 1996 relating
to the consolidated balance sheets of ATCOR Resources Ltd. at December 31, 1995
and 1994, and the consolidated statements of earnings and retained earnings and
changes in financial position for each of the years in the three year period
ended December 31, 1995, which report appears in the Current Report on Form 8K/A
of Forest Oil Corporation, dated January 28, 1997, and to the reference to our
firm under the heading "Experts" in the prospectus.
PRICE WATERHOUSE
Chartered Accountants
Calgary, Alberta
July 8, 1997
II-7
