<PAGE>
As filed with the Securities and Exchange Commission on February 9, 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)........ 1,000,000 $14.125 $14,125,000 $4,167
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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 FEBRUARY 9, 1998
PROSPECTUS
FOREST OIL CORPORATION
COMMON STOCK
This Prospectus relates to 1,000,000 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 transaction in the Shares should confirm the
registration thereof under the securities laws of the States in which such
transactions occur or the existence of any exemption from registration.
The Common Stock is traded on the New York Stock Exchange. On
February 4, 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 February ___, 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.0-4597):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "1996 Annual Report");
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997;
(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 28,
February 11, March 19, May 9, 1997 and January 7, January 12, and
January 28, 1998 and on Form 8-K/A dated January 28, 1997.
All reports and any definitive proxy or information statements filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the
offering of the Securities offered hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein, or contained in this
Prospectus, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that
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 1,000,000 shares of Common Stock offered hereby are being
sold by LLOG Exploration Company (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, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, which appear in the December 31, 1996 Annual Report on
Form 10-K of the Company, have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a
change in the method of accounting for oil and gas sales in 1994.
The consolidated financial statements of ATCOR Resources Ltd., which appear
in the Current Report on Form 8-K/A of Forest Oil Corporation, dated January 28,
1997, have been incorporated by reference herein in reliance upon the report
dated February 1, 1996 of Price Waterhouse, independent auditors, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. Price Waterhouse is a Canadian partnership, resident
in Canada.
4
<PAGE>
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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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February ____, 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................. $ 4,167
Printing and engraving expenses............................... 5,000
Legal fees and expenses....................................... 10,000
Accounting fees and expenses.................................. 5,000
Miscellaneous................................................. 833
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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).
*5 - Opinion of Daniel L. McNamara, Counsel to the Company, as
to the legality of the securities being registered.
*23.1 - Consent of KPMG Peat Marwick LLP.
*23.2 - Consent of Price Waterhouse.
*24 - Powers of Attorney (included on the signature pages hereof).
- -----------------
* Filed herewith
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions described under Item
15 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the 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
February 6, 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 February 6, 1998
- ------------------------ Officer
Robert S. Boswell
/s/ David H. Keyte Executive Vice President and Chief February 6, 1998
- ------------------------ Financial Officer (Principal
David H. Keyte Financial Officer)
/s/ Joan C. Sonnen Controller (Principal Accounting February 6, 1998
- ------------------------ Officer)
Joan C. Sonnen
/s/ Philip F. Anschutz Director February 6, 1998
- ------------------------
Philip F. Anschutz
/s/ Robert S. Boswell Director February 6, 1998
- ------------------------
Robert S. Boswell
Director February 6, 1998
- ------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director February 6, 1998
- ------------------------
Cortlandt S. Dietler
/s/ William L. Dorn Director February 6, 1998
- ------------------------
William L. Dorn
/s/ Jordan L. Haines Director February 6, 1998
- ------------------------
Jordan L. Haines
II-4
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ James H. Lee Director February 6, 1998
- ------------------------
James H. Lee
/s/ J.J. Simmons, III Director February 6, 1998
- ------------------------
J.J. Simmons, III
/s/ Craig D. Slater Director February 6, 1998
- ------------------------
Craig D. Slater
/s/ Drake S. Tempest Director February 6, 1998
- ------------------------
Drake S. Tempest
Director February 6, 1998
- ------------------------
Michael B. Yanney
II-5
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Exhibit 5
February 6, 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 1,000,000 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
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Forest Oil Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 12, 1997,
relating to the consolidated balance sheets of Forest Oil Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 10-K of Forest Oil
Corporation, and to the reference to our firm under the heading "Experts" in
the prospectus. Our report refers to a change in the method of accounting for
oil and gas sales in 1994.
KPMG PEAT MARWICK LLP
Denver, Colorado
February 5, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Forest Oil Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 1, 1996
relating to the consolidated balance sheets of ATCOR Resources Ltd. at
December 31, 1995 and 1994, and the consolidated statements of earnings and
retained earnings and changes in financial position for each of the years in
the three year period ended December 31, 1995, which report appears in the
Current Report on Form 8K/A of Forest Oil Corporation, dated January 28,
1997, and to the reference to our firm under the heading "Experts" in the
prospectus.
PRICE WATERHOUSE
Chartered Accountants
Calgary, Alberta
February 5, 1998
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