SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
FOREST OIL CORPORATION
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
----------------------------------------
(Title of Class of Securities)
346091606
--------------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Anaconda Tower The Citicorp Center
555 Seventeenth Street 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 298-1000 (212) 326-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 6, 1998
---------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("ACT") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
CUSIP Number 346091606
----------
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,084,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,084,888
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 8 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,084,888
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,084,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 8 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,587
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 17,084,888
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,587
----------------------------------
10 SHARED DISPOSITIVE POWER
17,084,888
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,086,475
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
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14 TYPE OF REPORTING PERSON
IN
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Page 4 of 8 Pages
<PAGE>
This Amendment No. 7 to Schedule 13D (the "SCHEDULE 13D"), which was
filed on May 26, 1995 by The Anschutz Corporation ("TAC"), Anschutz Company
("AC") and Philip F. Anschutz ("ANSCHUTZ"), and which relates to shares of
Common Stock, par value $.10 per share ("COMMON STOCK"), of Forest Oil
Corporation (the "COMPANY"), as amended by Amendment No. 1, which was filed on
July 28, 1995 (the "AMENDMENT NO. 1"), as further amended by Amendment No. 2,
which was filed on February 7, 1996 (the "AMENDMENT NO. 2"), as further amended
by Amendment No. 3, which was filed on August 5, 1996 (the "AMENDMENT NO. 3"),
as further amended by Amendment No. 4, as filed on November 8, 1996 (the
"AMENDMENT NO. 4"), as further amended by Amendment No. 5, as filed on August
28, 1997 (the "AMENDMENT NO. 5"), as further amended by Amendment No. 6, as
filed on January 20, 1998 ("AMENDMENT NO. 6"), 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. 7 reflects TAC's belief that the number of shares of
Common Stock outstanding on April 30, 1998 was 37,320,644 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:
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On April 6, 1998, the Company and TAC entered into a Purchase and Sale
Agreement (the "1998 ANSCHUTZ AGREEMENT") pursuant to which TAC agreed to
purchase 5,950,000 shares of Common Stock (the "ADDITIONAL SHARES") in
consideration of (a) the transfer by TAC to the Company of subsidiaries owning
(i) TAC's interests in four producing oil and natural gas fields in Utah and
Wyoming, including the Anschutz Ranch property, (ii) TAC's interests in certain
Canadian oil and gas assets, consisting primarily of 170,000 net acres of
undeveloped land and (iii) TAC's interests in certain of its international oil
and gas assets, consisting of thirteen international concessions held by or
under negotiation by TAC and encompassing 11 million net acres of undeveloped
land and (b) TAC's contribution to such subsidiaries of $55,000,000 before such
transfer. The 1998 Anschutz Agreement is effective as of January 1, 1998.
The transactions have been approved by the independent directors of the
Company, who have received a
Page 5 of 8 Pages
<PAGE>
fairness opinion of Morgan Stanley & Co. Incorporated with respect thereto. The
closing of the transactions are subject to the satisfaction of certain customary
conditions not within the control of TAC, AC or Anschutz, including the approval
of the transactions by the holders of a majority of the shares of Common Stock
(other than TAC, AC and Anschutz) represented at a meeting at which such
transactions are submitted for the approval thereof. The transactions are
expected to close in the second quarter of 1998.
In connection with the 1998 Anschutz Agreement, (a) TAC and the Company
will enter into Amendment Nos. 2 to the Shareholders Agreement and the
Registration Rights Agreement, respectively, pursuant to which the Additional
Shares will be subject to such agreements and (b) the Company will amend the
Rights Agreement to exempt the Additional Shares from the provisions thereof.
A copy of the 1998 Anschutz Agreement is filed as Exhibit 8 hereto and
is incorporated herein by reference. Forms of the proposed amendment to the
Shareholders Agreement, the Registration Rights Agreement and the Rights
Agreement are attached to the 1998 Anschutz Agreement as Exhibits 2.04(i),
2.04(j) and 2.04(k), respectively.
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. 7, before giving effect to the
transactions described in the response to Item 4 of this Amendment No. 7:
(i) TAC is the direct beneficial owner, and AC and Anschutz
are indirect beneficial owners, of 11,134,888 shares of Common Stock; and
(ii) Anschutz is the direct beneficial owner of 1,587 shares
of Common Stock,
which 11,136,475 shares of Common Stock are approximately 29.8% of the shares of
Common Stock that were outstanding on April 30, 1998.
After giving effect to the transactions described in the response to
Item 4 of this Amendment No. 7:
(i) TAC is the direct beneficial owner, and AC and Anschutz
are indirect beneficial owners, of 17,084,888 shares of Common Stock; and
(ii) Anschutz is the direct beneficial owner of 1,587 shares
of Common Stock,
Page 6 of 8 Pages
<PAGE>
which 17,086,475 shares of Common Stock in the aggregate are approximately 39.5%
of the shares of Common Stock that would have been outstanding on April 30, 1998
after giving effect to the issuance of 5,950,000 Additional Shares.
TAC and its affiliates, including, without limitation, AC and Anschutz,
are subject to certain restrictions on the voting, acquisition and disposition
of shares of Common Stock and other equity securities of the Company. Reference
is made to Item 4 of the Schedule 13D, as amended by Amendment Nos. 1 and 2 and
this Amendment No. 7, for a summary of such restrictions, as well as to the
Shareholders Agreement attached as Exhibit 5 to Amendment No. 1, the First
Amendment to Shareholders Agreement attached as Exhibit 6 to Amendment No. 2 and
Exhibit 8 to this Amendment No. 7, pursuant to which such restrictions have been
imposed.
Page 7 of 8 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The information previously furnished in response to this item is
supplemented by adding thereto a reference to the following new Exhibit:
Exhibit 8 Purchase and Sale Agreement dated as of April 6, 1998 by and
between Forest Oil Corporation and The Anschutz Corporation,
including forms of Second Amendment to [Exhibit 2.04(i)]
Amendment No. 2 to Registration Rights Agreement [Exhibit
2.04(j)] and Amendment No. 2 to Rights Agreement [Exhibit
2.04(k)], incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Forest Oil Corporation dated
April 9, 1998 and filed with the Securities and Exchange
Commission on April 10, 1998.
Page 8 of 8 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.
May 13, 1998
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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.
May 13, 1998
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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.
May 13, 1998
- -----------------------
Date
By /s/ PHILIP F. ANSCHUTZ
-------------------------------------
Philip F. Anschutz
S-3
<PAGE>
EXHIBITS
Exhibit 8 Purchase and Sale Agreement dated as of April 6, 1998 by and
between Forest Oil Corporation and The Anschutz Corporation,
including forms of Second Amendment to Shareholders Agreement
[Exhibit 2.04(i)] Amendment No. 2 to Registration Rights
Agreement [Exhibit 2.04(j)] and Amendment No. 2 to Rights
Agreement [Exhibit 2.04(k)], incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of Forest Oil
Corporation dated April 9, 1998 and filed with the Securities
and Exchange Commission on April 10, 1998.
S-4
