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Filed Pursuant to Rule 424(b)2
Registration Number 333-56553
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 17, 1998, the last sale price of the Common Stock on the New York
Stock Exchange was $14-1/16 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 18, 1998.
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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
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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
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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.
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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
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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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FOREST OIL CORPORATION
COMMON STOCK
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P R O S P E C T U S
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June 18, 1998
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