SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 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)
June 29, 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.
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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 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- 17,084,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,084,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 7 Pages
<PAGE>
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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
- --------------------------------------------------------------------------------
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- 17,084,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,084,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 7 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
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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
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,298
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,084,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,298
----------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,087,186
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
IN
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Page 4 of 7 Pages
<PAGE>
This Amendment No. 8 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 filed on May 15, 1998 ("Amendment No. 7"), hereby further amends Items 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. 8 reflects TAC's belief that the number of shares
of Common Stock outstanding on April 30, 1998 was 37,320,644 shares.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On June 16, 1998, the Company issued to Anschutz 711 shares of
Common Stock pursuant to a non-discretionary grant under the Forest Oil
Corporation Stock Incentive Plan, as amended and restated as of March 22, 1996
and approved by the stockholders of Forest Oil Corporation on May 8, 1996 and
May 14, 1997.
On June 29, 1998, the Company issued to TAC 5,950,000 shares of
Common Stock pursuant to the 1998 Anschutz Agreement.
In connection with the 1998 Anschutz Agreement, TAC and the Company
entered into the Second Amendment to the Shareholders Agreement and Amendment
No. 2 to the Registration Rights Agreement, respectively, and the Company
amended the Rights Agreement. The amendments to the Shareholders Agreement, the
Registration Rights Agreement and the Rights Agreement are attached as Exhibits
99.3, 99.2 and 99.1, respectively, to the Current Report on Form 8-K of the
Company filed with the SEC on July 8, 1998, which are incorporated herein by
reference as Exhibits 9, 10 and 11, respectively.
Page 5 of 7 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
As of the date of this Amendment No. 8, and after giving effect to
the transactions described in the response to Item 4 of this Amendment No. 8:
(i) TAC is the direct beneficial owner, and AC and
Anschutz are indirect beneficial owners, of 17,084,888 shares of Common
Stock; and
(ii) Anschutz is the direct beneficial owner of 2,298
shares of Common Stock,
which 17,087,186 shares of Common Stock in the aggregate are approximately 39.5%
of the shares of Common Stock that would have been outstanding on April 30, 1998
after giving effect to the issuance of 5,950,000 shares of Common Stock pursuant
to the 1998 Anschutz Agreement.
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 and Amendment No. 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 and 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, pursuant to which such
restrictions have been imposed.
Page 6 of 7 Pages
<PAGE>
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:
Exhibit 9 Second Amendment to Shareholders Agreement dated as
of June 25, 1998 between Forest Oil Corporation and
The Anschutz Corporation, incorporated herein by
reference to Exhibit 99.3 to Current Report on Form
8-K of Forest Oil Corporation filed with the
Securities and Exchange Commission on July 9, 1998.
Exhibit 10 Amendment No. 2 to Registration Rights Agreement
dated June 25, 1998 between Forest Oil Corporation
and The Anschutz Corporation, incorporated herein by
reference to Exhibit 99.2 to Current Report on Form
8-K of Forest Oil Corporation filed with the
Securities and Exchange Commission on July 9, 1998.
Exhibit 11 Amendment No. 2 to Rights Agreement dated June 25,
1998 between Forest Oil Corporation and Chase Mullan
Shareholder Services, L.L.C., incorporated herein by
reference to Exhibit 99.1 to Current Report on Form
8-K of Forest Oil Corporation filed with the
Securities and Exchange Commission on July 9, 1998.
Page 7 of 7 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.
July 8, 1998
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Date
THE ANSCHUTZ CORPORATION
By /s/ PHILIP F. ANSCHUTZ
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Philip F. Anschutz, Chairman
S-1
<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.
July 8, 1998
- ---------------------
Date
ANSCHUTZ COMPANY
By /s/ PHILIP F. ANSCHUTZ
- --------------------------------------
Philip F. Anschutz, Chairman
S-2
<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.
July 8, 1998
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Date
By /s/ PHILIP F. ANSCHUTZ
- -----------------------------------
Philip F. Anschutz
S-3
