<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1998
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOREST OIL CORPORATION
(Name of Registrant as specified in its charter)
NEW YORK 25-0484900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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
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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. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE (2) FEE
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Common Stock (par value
$.10 per share)(2)........ 300,000 $14.25 $4,275,000 $1,261
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(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.
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<PAGE>
This Prospectus and the information contained herein are subject to
completion or amendment without notice. These securities may not be sold nor
may offers to buy them be accepted, prior to the time the Prospectus is
delivered in final form. Under no circumstances shall this Prospectus
constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of, these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration,
qualification or filing under the securities laws of any such jurisdiction.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 10, 1998
PROSPECTUS
FOREST OIL CORPORATION
COMMON STOCK
This Prospectus relates to 300,000 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 New
York Stock Exchange 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 transactions 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 New York Stock Exchange. On
June 9, 1998, the last sale price of the Common Stock on the New York
Stock Exchange was $14-1/8 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 COMMIS-
SION 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 June ___, 1998.
<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 New York Stock Exchange, Inc., 11
Wall Street, New York, New York 10005, where the Common Stock is listed.
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. 1-13515):
(a) The Company's Annual Report on Form 10-K/A, as amended, for the
year ended December 31, 1997 (the "1997 Annual Report");
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(c) The Section entitled "Description of Registrant's Securities to
be Registered" contained in the Registration Statement on Form 8-A dated
October 20, 1997; and
(d) The Company's Current Reports on Form 8-K dated January 7, 1998,
January 12, 1998, January 28, 1998, February 3, 1998 and April 8, 1998 and
on Form 8-K/A dated February 3, 1998.
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
2
<PAGE>
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).
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 300,000 shares of Common Stock offered hereby are being sold
by Bank of America National Trust & Savings Association (the "Selling
Stockholder").
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 New York Stock Exchange on any other national securities
exchange 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 New York Stock Exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (e) in one or more
3
<PAGE>
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 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, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The audited statement of oil and gas revenue and direct operating and
production expenses of Forest Oil Corporation's interest in certain oil and
gas producing properties for the year ended December 31, 1997, which appears
in Form 8-K/A of Forest Oil Corporation dated February 3, 1998, incorporated
by reference in this Prospectus, has been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and is incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
4
<PAGE>
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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.
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TABLE OF CONTENTS
PAGE
----
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
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<PAGE>
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FOREST OIL CORPORATION
COMMON STOCK
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P R O S P E C T U S
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June ____, 1998
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<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................. $ 1,261
Printing and engraving expenses............................... 5,000
Legal fees and expenses....................................... 10,000
Accounting fees and expenses.................................. 5,000
Miscellaneous................................................. 3,739
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Total....................................................... $25,000
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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).
*4.11 - Registration Rights Agreement dated as of June 5, 1998 by and
among Forest Oil Corporation and Bank of America National Trust
and Savings Association.
*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 Arthur Andersen LLP.
*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 even 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
June 10, 1998.
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.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Robert S. Boswell President and Chief Executive June 10, 1998
- ------------------------ Officer
Robert S. Boswell
/s/ David H. Keyte Executive Vice President and Chief June 10, 1998
- ------------------------ Financial Officer (Principal
David H. Keyte Financial Officer)
/s/ Joan C. Sonnen Controller (Principal Accounting June 10, 1998
- ------------------------ Officer)
Joan C. Sonnen
/s/ Philip F. Anschutz Director June 10, 1998
- ------------------------
Philip F. Anschutz
/s/ Robert S. Boswell Director June 10, 1998
- ------------------------
Robert S. Boswell
Director June 10, 1998
- ------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director June 10, 1998
- ------------------------
Cortlandt S. Dietler
/s/ William L. Dorn Director June 10, 1998
- ------------------------
William L. Dorn
/s/ Jordan L. Haines Director June 10, 1998
- ------------------------
Jordan L. Haines
II-4
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
Director June 10, 1998
- ------------------------
James H. Lee
/s/ J.J. Simmons, III Director June 10, 1998
- ------------------------
J.J. Simmons, III
/s/ Craig D. Slater Director June 10, 1998
- ------------------------
Craig D. Slater
Director June 10, 1998
- ------------------------
Drake S. Tempest
Director June 10, 1998
- ------------------------
Michael B. Yanney
II-5
<PAGE>
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REGISTRATION RIGHTS AGREEMENT
DATED AS OF JUNE 5, 1998
BY AND AMONG
FOREST OIL CORPORATION
AND
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
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This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 5, 1998 by and among Forest Oil Corporation, a New York
corporation (the"COMPANY"), and Bank of America National Trust and Savings
Association (the "BOA"), who has agreed to purchase shares of the Company's
Common Stock, Par Value $.10 per share (the "SHARES"), pursuant to the Exchange
Agreement (as defined below).
This Agreement is made pursuant to the Exchange Agreement, dated June
5, 1998 (the "EXCHANGE AGREEMENT"), by and among the Company and BOA. In order
to induce BOA to purchase the Shares, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of BOA set forth in Section
5.2(e) of the Exchange Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have
the following meanings:
ACT: The Securities Act of 1933, as amended.
AFFILIATE: As defined in Rule 144 of the Act.
BUSINESS DAY: Any day on which the New York Stock Exchange is open
for trading and which is not a legal United States holiday.
CERTIFICATED SECURITIES: Definitive certificates of Shares.
COMMON STOCK: Common Stock, Par Value $.10 per share, of the Company.
COMMISSION: The Securities and Exchange Commission.
EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
HOLDERS: As defined in Section 2 hereof.
PERSON: Any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.
PROSPECTUS: The prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended
or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, all material
incorporated by reference into such Prospectus and any information
previously omitted in reliance upon Rule 430A of the Act.
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RECOMMENCEMENT DATE: As defined in Section 4(b) hereof.
RULE 144: Rule 144 promulgated under the Act.
SHARES: Up to 300,000 shares of Common Stock of the Company being
issued pursuant to the Exchange Agreement.
SHELF REGISTRATION STATEMENT: As defined in Section 3 hereof.
SUSPENSION NOTICE: As defined in Section 4(b) hereof.
SECTION 2. HOLDERS
A Person is deemed to be a holder of a Share (each, a "HOLDER")
whenever such Person owns a Share.
SECTION 3. SHELF REGISTRATION
(a) SHELF REGISTRATION. As soon as practicable after the date hereof,
the Company shall file with the Commission a shelf registration statement
pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT") relating
to all Shares, and shall use its best efforts to cause such Shelf Registration
Statement to become effective as soon as practicable.
The Company shall use its reasonable best efforts to keep the Shelf
Registration Statement required by this Section 3(a) continuously effective,
supplemented and amended as required by and subject to the provisions of Section
4(a) hereof to the extent necessary to ensure that it is available for sales of
the Shares by the Holders thereof entitled to the benefit of this Section 3(a),
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of two years (as extended pursuant to Section 4(b))
following the Closing Date or such shorter period (i) as may be set forth in
Rule 144(k) of the Act or any amendment thereto, or (ii) when all Shares covered
by such Shelf Registration Statement have been sold pursuant thereto.
(b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH
THE SHELF REGISTRATION STATEMENT. No Holder of any Share may include any of its
Shares in the Shelf Registration Statement pursuant to this Agreement unless
such Holder furnishes to the Company in writing, as soon as practicable after
receipt of a request therefor, the information specified in Item 507 or 508 of
Regulation S-K, as applicable, of the Act for use in connection with the Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
Each selling Holder agrees to promptly furnish additional information required
to be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.
SECTION 4. SHELF REGISTRATION PROCEDURES
(a) PROCEDURES. In connection with the Shelf Registration Statement,
the Company shall:
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(i) use its reasonable best efforts to effect such registration
to permit the sale of the Shares being sold in accordance with the
intended method or methods of distribution thereof (as indicated in
the information furnished to the Company pursuant to Section 3(b)
hereof), and pursuant thereto the Company will prepare and file with
the Commission a Shelf Registration Statement relating to the
registration on any appropriate form under the Act, which form shall
be available for the sale of the Shares in accordance with the
intended method or methods of distribution thereof (including, without
limitation, one or more underwritten offerings) within the time
periods and otherwise in accordance with the provisions hereof. The
Company shall not be permitted to include in the Shelf Registration
Statement any securities other than the Shares;
(ii) use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective and provide all
requisite financial statements for the period specified in Section 3
of this Agreement. Upon the occurrence of any event that would cause
any such Shelf Registration Statement or the Prospectus contained
therein (i) to contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein
not misleading or (ii) not to be effective and usable for resale of
the Shares during the period required by this Agreement, the Company
shall file promptly (A) an appropriate amendment to such Shelf
Registration Statement curing such defect, and, if Commission review
is required, use its best efforts to cause such amendment to be
declared effective as soon as practicable, (B) a supplement pursuant
to Rule 424 under the Act curing such defect or (C) an Exchange Act
report incorporated by reference curing such defect;
(iii) prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may
be necessary to keep such Shelf Registration Statement effective for
the applicable period set forth in Section 3 hereof, cause the
Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act,
and to comply fully with Rules 424, 430A and 462, as applicable, under
the Act in a timely manner; and comply with the provisions of the Act
with respect to the disposition of all Shares covered by such Shelf
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Shelf Registration Statement or supplement to the
Prospectus;
(iv) advise the Holders promptly and, if requested by the
Holders, confirm such advice in writing, (A) when the Shelf
Registration Statement or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to the Shelf Registration
Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments
to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement under the Act or of
the suspension by any state securities commission of the qualification
of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of
the existence of any fact or the happening of any event that makes any
statement of a
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material fact made in the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein untrue, or that requires the making
of any additions to or changes in the Shelf Registration Statement in
order to make the statements therein not misleading, or that requires
the making of any additions to or changes in the Prospectus in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of
the Shelf Registration Statement, or any state securities commission
or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Shares under
state securities or Blue Sky laws, the Company shall use its
reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;
(v) subject to Section 4(a)(ii), if any fact or event
contemplated by Section 4(a)(iv)(D) above shall exist or have
occurred, prepare a post-effective amendment or supplement to the
Shelf Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Shares, the
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(vi) upon the request of counsel for the Holders, furnish to such
counsel before filing with the Commission, copies of any Shelf
Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Shelf Registration Statement or
Prospectus (including all documents incorporated by reference after
the initial filing of such Shelf Registration Statement);
(vii) upon the request of any Holder, provide copies of any
document filed with the Commission that is incorporated by reference
into the Shelf Registration Statement or Prospectus to such Holder;
(viii) deliver to each Holder, without charge, as many copies of
the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Holder reasonably may request;
the Company hereby consents to the use (in accordance with law) of the
Prospectus and any amendment or supplement thereto by each Holder in
connection with the offering and the sale of the Shares covered by the
Prospectus or any amendment or supplement thereto;
(ix) in connection with any sale of Shares by BOA, cooperate with
the Holders to facilitate the timely preparation and delivery of
certificates (including global certificates registered in the name of
Cede & Co. as nominee for The Depository Trust Company) representing
Shares to be sold and not bearing any restrictive legends; and, in the
case of certificated Shares, to register such Shares in such
denominations and such names as the Holders may request at least two
Business Days prior to such sale of Shares;
(x) list all shares of Common Stock covered by the Shelf
Registration Statement on any securities exchange on which the Common
Stock is then listed; and
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(xi) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make generally
available to its security holders with regard to the Shelf
Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (which need
not be audited) covering a twelve-month period beginning after the
effective date of the Shelf Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act).
(b) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Share that, upon receipt of (i) the notice referred to in Section 4(a)(iv)(C),
(ii) any notice from the Company of the existence of any fact of the kind
described in Section 4(a)(iv)(D) hereof or (iii) any notice from the Company
that (a) sales under any Registration Statement contemplated by this Agreement
would require the disclosure of material information which the Company has a
bona fide business purpose for preserving as confidential, or (b) such
disclosure would impede the Company's ability to consummate a material
transaction (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith
discontinue disposition of Shares pursuant to the applicable Registration
Statement until (A) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 4(a)(v) hereof, or (B) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"), provided, that any suspension pursuant to clause (iii) above shall not
exceed 60 days in any twelve-month period. Each Holder receiving a Suspension
Notice hereby agrees that it will either (x) destroy any Prospectuses, other
than permanent file copies, then in such Holder's possession which have been
replaced by the Company with more recently dated Prospectuses or (y) deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the Prospectus covering such Shares
that was current at the time of receipt of the Suspension Notice. The time
period regarding the effectiveness of the Shelf Registration Statement set forth
in Section 3 hereof shall be extended by a number of days equal to the number of
days in the period from and including the date of delivery of the Suspension
Notice to the Recommencement Date.
SECTION 5. REGISTRATION EXPENSES
All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Shelf
Registration Statement required by this Agreement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities laws; (iii) all expenses
of printing (including printing certificates for the Common Stock to be issued
upon conversion of the Shares and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company; (v) all application and filing fees in connection with listing the
Common Stock on a national securities exchange pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).
The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the
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expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company.
SECTION 6. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless each Holder,
its directors, its officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act and Section 20 of the Exchange
Act), from and against any and all losses, claims, damages, liabilities,
judgments, (including without limitation, any legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement, preliminary
prospectus or Prospectus (or any amendment or supplement thereto) provided by
the Company to any Holder or any prospective purchaser of registered Shares or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.
(b) BOA agrees to indemnify and hold harmless the Company and its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company,
to the same extent as the foregoing indemnity from the Company set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
the Shelf Registration Statement. In no event shall any Holder, its directors,
its officers or any Person, if any, who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Shares pursuant to the Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Shares and (ii) the amount of any damages that such Holder, its directors, its
officers or any Person, if any, who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.
(c) In case any action shall be commenced involving any Person in
respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the Person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 6(a) and 6(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 6(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
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employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of
the Holders, in the case of the parties indemnified pursuant to Section 6(a),
and by the Company, in the case of parties indemnified pursuant to Section 6(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty business days after the indemnifying party shall have received
a request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.
(d) To the extent that the indemnification provided for in this
Section 6 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Holders, on the other hand, from their sale of Shares or
(ii) if the allocation provided by clause 6(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 6(d)(i) above but also the relative fault of the
Company, on the one hand, and of the Holders, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holders, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the Holders, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
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The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of
Section 5(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 6, no Holder or
its related Indemnified Holders shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Shares pursuant to the Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Shares and (ii) the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Holders' obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective liquidation preference of Shares held by each of
the Holders hereunder and not joint.
SECTION 7. RULE 144A AND RULE 144
The Company agrees with each Holder, for so long as any Shares remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder of Shares, to any Holder or beneficial owner of Shares in connection with
any sale thereof and any prospective purchaser of Shares designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Shares pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Shares
pursuant to Rule 144 (if available).
SECTION 8. MISCELLANEOUS
(a) REMEDIES. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Section 3 hereof may result
in material irreparable injury to the BOA or the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the BOA or any
Holder may obtain such relief as may be required to specifically enforce the
Company's
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obligations under Section 3 hereof. The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.
(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of Shares representing a majority of the outstanding
liquidation preference of Shares (excluding Shares held by the Company or its
Affiliates).
(d) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and BOA, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect their rights hereunder.
(e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile, or air
courier guaranteeing overnight delivery:
(i) if to a Holder, to the address set forth on the records of
either the Registrar with respect to the Shares or The Depository
Trust Company, as the case may be;
(ii) if to the Company: Forest Oil Corporation, 1600 Broadway,
Denver, Colorado 80202, Attention: Daniel L. McNamara;
(iii) if to BOA, to: Bank of America National Trust and Savings
Association, Investment Administration #15027, 315 Montgomery
Street, 13th Floor, San Francisco, California 94104, Attention:
Mr. Graham Goldberg, Telephone: (415) 953-7808, Facsimile:
(415) 622-3637 with a copy to Bank of America National Trust and
Savings Association, Special Assets Group #4346, 333 South
Beaudry Avenue, 9th Floor, Los Angeles, California 90017,
Attention: Mr. William Creelman, Telephone: (213) 345-9747,
Facsimile: (213) 345-9644.
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if transmitted by facsimile; and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the
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need for an express assignment, subsequent Holders of Shares; PROVIDED, that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Shares in violation of the terms hereof. If any transferee of
any Holder shall acquire Shares in any manner, whether by operation of law or
otherwise, such Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Shares such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and such Person shall be entitled to receive the
benefits hereof.
(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
(j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Shares.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
FOREST OIL CORPORATION
By: /s/ DANIEL G. BLANCHARD
--------------------------------
Name: Daniel G. Blanchard
Title: Treasurer & Director-
Corporate Development
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ W.K. CREELMAN
--------------------------------
Name: W.K. Creelman
Title: Vice President
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Exhibit 5
June 10, 1998
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 300,000 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.
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 10, 1998,
relating to the consolidated balance sheets of Forest Oil Corporation and
subsidiaries as of December 31, 1997 and 1996, 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, 1997, which report
appears in the December 31, 1997 annual report on Form 10-K/A, as amended, of
Forest Oil Corporation, and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Denver, Colorado
June 9, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 of Forest Oil Corporation
of our report dated February 12, 1998 relating to the statement of oil and
gas revenue and direct operating and production expenses of Forest Oil
Corporation's interest in certain oil and gas producing properties for the
year ended December 31, 1997, which report appears on Form 8-K/A of Forest
Oil Corporation dated February 3, 1998, and to the reference to our firm
under the heading "Experts" in the above referenced Registration Statement.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 9, 1998
