SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
FOREST OIL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
--------------------------------------
(Title of Class of Securities)
346091606
---------------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Anaconda Tower The Citicorp Center
555 Seventeenth Street 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 298-1000 (212) 326-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1998
-------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
- --------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
CUSIP Number 346091606
------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 11,134,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
11,134,888
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,134,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 2 of 7 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 11,134,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
11,134,888
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,134,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 7 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,587
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 11,134,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,587
----------------------------------
10 SHARED DISPOSITIVE POWER
11,134,888
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,136,475
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 7 Pages
<PAGE>
This Amendment No. 6 to Schedule 13D (the "SCHEDULE 13D"), which was
filed on May 26, 1995 by The Anschutz Corporation ("TAC"), Anschutz Company
("AC") and Philip F. Anschutz ("ANSCHUTZ"), and which relates to shares of
Common Stock, par value $.10 per share ("COMMON STOCK"), of Forest Oil
Corporation (the "COMPANY"), as amended by Amendment No. 1, which was filed on
July 28, 1995 (the "AMENDMENT NO. 1"), as further amended by Amendment No. 2,
which was filed on February 7, 1996 (the "AMENDMENT NO. 2"), as further amended
by Amendment No. 3, which was filed on August 5, 1996 (the "AMENDMENT NO. 3"),
as further amended by Amendment No. 4, as filed on November 8, 1996 (the
"AMENDMENT NO. 4"), as further amended by Amendment No. 5, as filed on August
28, 1997 (the "AMENDMENT NO. 5"), hereby further amends Items 3, 4 and 5 of the
Schedule 13D. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the same meaning as set forth in the Schedule 13D, as
so amended.
This Amendment No. 6 reflects TAC's belief that the number of shares of
Common Stock outstanding on December 31, 1997 was 36,320,236 shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information previously furnished in response to this item is
amended to read as follows:
Funds used to purchase the Additional Shares (as defined in Item 4
below) will be provided by cash and short-term investments of TAC.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On January 12, 1998, the Company and TAC agreed in principle upon the
purchase by TAC of 6,170,000 shares of Common Stock (the "ADDITIONAL SHARES") in
consideration of the transfer by TAC to the Company of (a) TAC's interests in
four producing oil and natural gas fields in Utah and Wyoming, including the
Anschutz Ranch property, (b) TAC's interests in certain Canadian oil and gas
assets, consisting primarily of 170,000 net acres of undeveloped land, and (c)
TAC's interests in certain of its international oil and gas assets, consisting
of ten international concessions encompassing 11 million net acres of
undeveloped land.
The proposed transactions are subject to the satisfaction of certain
conditions, including the preparation and execution of a definitive purchase
agreement, the
Page 5 of 7 Pages
<PAGE>
approval of the transactions by the independent directors of the Company, the
receipt by the Company of a satisfactory fairness opinion of an investment
banking firm with respect to the transactions and the approval of the
transactions by the shareholders of the Company other than TAC, AC and Anschutz.
The transactions are expected to close in the second quarter of 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
As of the date of this Amendment No. 6:
(i) TAC is the direct owner, and AC and Anschutz are indirect
beneficial owners, of 11,134,888 shares of Common Stock; and
(ii) Anschutz is the direct owner of 1,587 shares of Common
Stock,
which 11,136,475 shares of Common Stock are approximately 30.7% of the shares of
Common Stock that were outstanding on December 31, 1997.
After giving effect to the transactions described in the response to
Item 4 of this Amendment No. 6:
(i) TAC would be the direct owner, and AC and Anschutz would be
indirect beneficial owners, of 17,304,888 shares of Common Stock; and
(ii) Anschutz would be the direct owner of 1,587 shares of Common
Stock,
which 17,306,475 shares of Common Stock in the aggregate are (a) approximately
40.7% of the shares of Common Stock that would have been outstanding on December
31, 1997 if effect were given to the issuance of 6,170,000 Additional Shares and
(b) approximately 39.8% of the shares of Common Stock that would have been
outstanding on December 31, 1997 if effect were given to the issuance of
6,170,000 Additional Shares and the issuance by the Company to persons
unaffiliated with TAC, AC and Anschutz of 1,000,000 shares of Common Stock in a
transaction publicly announced by the Company and currently expected by the
Company to close in January 1998.
TAC and its affiliates, including, without limitation, AC and Anschutz,
are subject to certain restrictions on the voting, acquisition and disposition
of shares of Common Stock and other equity securities of the Company. Reference
is made to Item 4 of the Schedule 13D, as
Page 6 of 7 Pages
<PAGE>
amended by Amendment Nos. 1 and 2, for a summary of such restrictions, as well
as to the Shareholders Agreement attached as Exhibit 5 to Amendment No. 1 and
First Amendment to Shareholders Agreement attached as Exhibit 6 to Amendment No.
2, pursuant to which such restrictions have been imposed.
Page 7 of 7 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JANUARY 13, 1998
- -----------------------------
Date
THE ANSCHUTZ CORPORATION
By /s/ PHILIP F. ANSCHUTZ
---------------------------------
Philip F. Anschutz, Chairman
S-1
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JANUARY 13, 1998
- ---------------------
Date
ANSCHUTZ COMPANY
By /s/ PHILIP F. ANSCHUTZ
----------------------------------
Philip F. Anschutz, Chairman
S-2
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JANUARY 13, 1998
- ---------------------------
Date
By /s/ PHILIP F. ANSCHUTZ
----------------------------
Philip F. Anschutz
S-3
