SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
FOREST OIL CORPORATION
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
--------------------------------------
(Title of Class of Securities)
346091606
---------------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Qwest 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)
September 1, 1998
-------------------------------------------------------------
(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
[ ].
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 346091606
------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC; OO
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,809,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
17,809,888
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,809,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 10 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
- --------------------------------------------------------------------------------
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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,809,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
17,809,888
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,809,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 10 Pages
<PAGE>
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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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
- --------------------------------------------------------------------------------
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 2,298
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,809,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,298
----------------------------------
10 SHARED DISPOSITIVE POWER
17,809,888
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,812,186
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 10 Pages
<PAGE>
This Amendment No. 10 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"),
as further amended by Amendment No. 4, as filed on November 8, 1996 (the
"AMENDMENT NO. 4"), as further amended by Amendment No. 5, as filed on August
28, 1997 (the "AMENDMENT NO. 5"), as further amended by Amendment No. 6, as
filed on January 20, 1998 ("AMENDMENT NO. 6"), as further amended by Amendment
No. 7, as filed on May 15, 1998 ("AMENDMENT NO. 7"), as further amended by
Amendment No. 8, which was filed on July 8, 1998 (the "AMENDMENT NO. 8"), as
further amended by Amendment No. 9, which was filed on August 25, 1998 (the
"AMENDMENT NO. 9"), 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. 10 reflects TAC's belief that the number of shares
of Common Stock outstanding on August 31, 1998 was 44,645,879 shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds used to purchase the 25,000 shares of Common Stock referred to
below in Item 5 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 September 1, 1998, the Company and TAC entered into the Third
Amendment to the Shareholders Agreement (the "THIRD AMENDMENT") to amend the
purchase restriction provisions set forth in Section 3.3 of the Shareholders
Agreement. The Third Amendment increases the restriction limiting the beneficial
ownership of shares of Common Stock by TAC from 40% to 50% of the shares of
Common Stock issued and outstanding from time to time and makes certain other
changes. This summary of the Third Amendment is qualified by reference to the
Third Amendment, a copy of which is attached to this Amendment No. 10 as Exhibit
99.1.
Page 5 of 10 Pages
<PAGE>
On September 1, 1998, the Company and TAC also entered into Amendment
No. 3 to the Rights Agreement and Amendment No. 3 to the Registration Rights
Agreement. The amendments to the Rights Agreement and the Registration Rights
Agreement are attached hereto as Exhibits 99.2 and 99.3, respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
On August 31, 1998, TAC acquired 25,000 shares of Common Stock at $8.75
per share in a market transaction effected on the New York Stock Exchange.
As of the date of this Amendment No. 10, and after giving effect to the
purchases referred to in the preceding paragraph:
(i) TAC is the direct beneficial owner, and AC and Anschutz are
indirect beneficial owners, of 17,809,888 shares of Common Stock; and
(ii) Anschutz is the direct beneficial owner of 2,298 shares of
Common Stock,
which 17,812,186 shares of Common Stock in the aggregate are approximately 39.9%
of the shares of Common Stock that TAC believes were outstanding on August 31,
1998.
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, 2 and 7,
for a summary of such restrictions, as well as to the Shareholders Agreement
attached as Exhibit 5 to Amendment No. 1, the First Amendment to Shareholders
Agreement attached as Exhibit 6 to Amendment No. 2, Exhibit 8 to Amendment No.
7, Exhibit 99.3 to the Current Report on Form 8-K of the Company filed with the
SEC on July 9, 1998, which is incorporated herein by reference as Exhibit 9, and
Exhibit 99.1 to this Amendment No. 10, 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 Exhibits:
Page 6 of 10 Pages
<PAGE>
Exhibit 99.1 Third Amendment to Shareholders Agreement dated as of
September 1, 1998 between Forest Oil Corporation and
The Anschutz Corporation.
Exhibit 99.2 Amendment No. 3 to Rights Agreement dated September
1, 1998 between Forest Oil Corporation and Chase
Mellon Shareholder Services, L.L.C.
Exhibit 99.3 Amendment No. 3 to Registration Rights Agreement
dated September 1, 1998 between Forest Oil
Corporation and The Anschutz Corporation.
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.
September 1, 1998
- ---------------------------
Date
THE ANSCHUTZ CORPORATION
By /s/ PHILIP F. ANSCHUTZ
-----------------------------------
Philip F. Anschutz, Chairman
Page 8 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.
September 1, 1998
- ---------------------------
Date
ANSCHUTZ COMPANY
By /s/ PHILIP F. ANSCHUTZ
-----------------------------------
Philip F. Anschutz, Chairman
Page 9 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.
September 1, 1998
- ---------------------------
Date
By /s/ PHILIP F. ANSCHUTZ
-------------------------------
Philip F. Anschutz
Page 10 of 10 Pages
THIRD AMENDMENT TO
SHAREHOLDERS AGREEMENT
This THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT (this "AMENDMENT") is
entered into by and between FOREST OIL CORPORATION, a New York corporation
("FOREST"), and THE ANSCHUTZ CORPORATION, a Kansas corporation ("ANSCHUTZ"),
this 1st day of September, 1998.
Forest and Anschutz have entered into that certain Shareholders
Agreement dated as of July 27, 1995, and amended by a First Amendment to
Shareholders Agreement dated as of January 24, 1996 and a Second Amendment to
Shareholders Agreement dated as of June 25, 1998 (the "SHAREHOLDERS AGREEMENT").
NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements herein contained, and the mutual benefits to be derived
therefrom the parties agree as follows (terms used but not otherwise defined
shall have the same meaning as in the Shareholders Agreement):
1. Article I of the Shareholders Agreement is hereby amended by adding
the following definition:
"Shares" means the Purchaser Shares, the Forest Shares
and the other shares of Common Stock beneficially owned
by Anschutz from time to time.
2. Section 3.2(f) is hereby amended in its entirety to read as
follows:
(f) each transfer in a Business Combination
Transaction approved by the board of Directors of the Company,
including a majority of Independent Directors, or by two-thirds of
the shares of common Stock voted with respect to the transaction
(in which the Purchaser Shares are voted in accordance with the
restrictions contained in Section 3.1, if applicable); and
3. The first paragraph of Section 3.3(a) is hereby amended in its
entirety to read as follows:
SECTION 3.3 PURCHASER PURCHASE RESTRICTIONS.
(a) Purchaser shall not, and shall
not cause or permit its Affiliates or any Group including
Purchaser or any of its Affiliates to, acquire shares of Common
Stock, which when combined with shares of Common Stock then owned
by Purchaser and its Affiliates, after giving effect to the
acquisition and each related Transaction, would result in
Purchaser beneficially owning 50% or more of the shares of Common
Stock then issued and outstanding, except that such restriction on
purchase shall not be applicable to each of the following
acquisitions:
4. Anschutz hereby acknowledges that Forest is a party to a number of
seismic licensing agreements. Anschutz agrees that it will not use its position
as a shareholder of Forest to use in any manner seismic data obtained by Forest
pursuant to such agreements, to the extent such use subjects Forest to demands
by licensors for the return of the data or to cause Forest to owe any penalties,
additional fees, royalties or other expenses to the licensors under such
agreements.
<PAGE>
5. Except as expressly amended hereby, the Shareholders 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.
2
<PAGE>
EXECUTED in multiple counterparts, each having the force and effect of
an original, effective as of the date first written above.
FOREST OIL CORPORATION
By: /s/ DANIEL L. MCNAMARA
-----------------------------
Name: Daniel L. McNamara
-----------------------------
Title: Secretary
-----------------------------
THE ANSCHUTZ CORPORATION
By: /s/ CRAIG D. SLATER
-----------------------------
Name: Craig D. Slater
-----------------------------
Title: Vice President
-----------------------------
3
AMENDMENT NO. 3 TO
RIGHTS AGREEMENT
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "AMENDMENT") is entered
into by FOREST OIL CORPORATION, a New York corporation (the "COMPANY"), and
CHASEMELLON SHAREHOLDER SERVICES L.L.C., a New York limited liability company,
as rights agent (the "RIGHTS AGENT"), this 1st day of September, 1998.
The Company and the Rights Agent entered into a Rights Agreement dated
as of October 14, 1993 and amended as of July 27, 1995 and July 25, 1998 (the
"RIGHTS AGREEMENT").
The Board of Directors of the Company (the "BOARD"), in approving an
amendment to the Shareholders Agreement dated as of July 27, 1995 between the
Company and The Anschutz Corporation ("PURCHASER"), as amended (the
"SHAREHOLDERS AGREEMENT"), also approved certain amendments to the Rights
Agreement; and
NOW, THEREFORE, the parties agree as follows:
1. Notwithstanding any other provision of the Rights Agreement (a) the
acquisition by the Purchaser or any of its Affiliates (as defined in the Rights
Agreement) of any shares of capital stock of the Company or any securities
convertible into or exchangeable or exercisable for any shares of capital stock
of the Company, any rights to subscribe for or to purchase, any options for the
purchase of, and any calls, commitments or claims of any character relating to
shares of capital stock of the Company or any securities convertible into or
exchangeable or exercisable for any of the foregoing (collectively, "Equity
Securities") and the "beneficial ownership" (as defined in the Rights Agreement)
by any of the Purchaser and its Affiliates of any Equity Securities, in each
case to the extent, and only to the extent, such acquisition or beneficial
ownership is not expressly prohibited by the Shareholders Agreement, will not
cause or permit the Rights to become exercisable, the Rights to be separated
from the stock certificates to which they are attached or any provision of the
Rights Agreement to apply to the Purchaser or any other person by reason of or
in connection with the acquisition or "beneficial ownership" of any Equity
Securities by the Purchaser or any of its affiliates, including, without
limitation, the designation of the Purchaser or any other person as an Acquiring
Person (as defined in the Rights Agreement), the occurrence of a Distribution
Date (as defined in the Rights Agreement) and the occurrence of a Shares
Acquisition Date (as defined in the Rights Agreement), and (b) for purposes of
this Rights Agreement, none of the Purchaser and its Affiliates shall at any
time be deemed to be the Beneficial Owner (as defined in the Rights Agreement)
of any Equity Securities to the extent, and only to the extent, Purchaser's
beneficial ownership of such Equity Securities is not expressly prohibited by
the Shareholders Agreement.
2. Except as otherwise amended herein, all provisions of the Rights
Agreement shall remain in full force and effect and shall be binding upon the
parties hereto.
3. This Amendment may be executed in any number of counterparts, each
of such shall be deemed an original, but all of which together shall constitute
one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers, each of whom is duly authorized, as
of the date first written above.
FOREST OIL CORPORATION
By: /s/ DANIEL L. MCNAMARA
------------------------------
Name: Daniel L. McNamara
------------------------------
Title: Secretary
------------------------------
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
By: /s/ JAMES E. HAGAN
------------------------------
Name: James E. Hagan
------------------------------
Title: Vice President
------------------------------
2
AMENDMENT NO. 3 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this
"AMENDMENT") is entered into by FOREST OIL CORPORATION, a New York corporation
(the "COMPANY"), and THE ANSCHUTZ CORPORATION, a Kansas corporation (the
"SHAREHOLDER"), this 1st day of September, 1998.
The Company and the Shareholder entered into a Registration Rights
Agreement dated as of May 19, 1995, and amended as of November 5, 1996 and June
25, 1998 (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).
The Board of Directors of Forest, in approving an amendment to the
Shareholders Agreement dated as of July 27, 1995 between Forest and Anschutz, as
amended (the "SHAREHOLDERS AGREEMENT"), also approved certain amendments to the
Registration Rights Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Registrable Shares" in the last sentence of
Recital D is hereby amended to read in its entirety as follows:
The Shareholder Shares and, when acquired by the Shareholder,
the Tranche B Warrant Shares, and the Forest Shares (acquired
by the Shareholder pursuant to a Purchase and Sale Agreement
dated as of August 6, 1998 between the Shareholder and the
Company) and other shares of Common Stock of the Company
beneficially owned by the Shareholder from time to time, in
each case to the extent, and only to the extent, such
acquisition or beneficial ownership is not expressly
prohibited by the Shareholders Agreement, are collectively
referred to as the "REGISTRABLE SHARES."
2. Except as otherwise provided herein, all provisions of the
Registration Rights Agreement shall remain in full force and effect and shall be
binding upon the parties hereto.
3. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first written above.
FOREST OIL CORPORATION
By: /s/ DANIEL L. MCNAMARA
----------------------------------
Name: Daniel L. McNamara
----------------------------------
Title: Secretary
THE ANSCHUTZ CORPORATION
By: /s/ CRAIG D. SLATER
----------------------------------
Name: Craig D. Slater
----------------------------------
Title: Vice President
----------------------------------
