As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FOREST OIL CORPORATION
(Exact 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 80202-4722
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
FOREST OIL CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
JOAN C. SONNEN
VICE PRESIDENT - CONTROLLER AND CORPORATE SECRETARY
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202-4722
(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.
1325 Avenue of the Americas
17th Floor
New York, New York 10019-6026
(917) 206-8000
(917) 206-8100 (fax)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each Amount to Proposed Proposed Amount
class of be maximum maximum of
securities to Registered offering aggregate Registra
be registered (1) price per offering tion fee
share (2) price (3)
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 250,000 $12.8125 $3,203,125 $890
per share shares
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(1) In addition, pursuant to Rule 416 (c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Forest Oil Corporation 1999 Employee Stock
Purchase Plan.
(2) Calculated by dividing the proposed maximum aggregate
offering price by the amount to be registered.
(3) The price is estimated in accordance with Rule 457(h)(1)
under the Securities Act of 1933, as amended, solely for the
purpose of calculating the registration fee and is the
product resulting from multiplying 250,000, the number of
shares registered by this Registration Statement, by
$12.8125, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on
June 23, 1999.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the
Securities and Exchange Commission (the "Commission") by Forest
Oil Corporation (the "Company"), are incorporated herein by
reference and made a part hereof:
(i) Annual Report on Form 10-K for the
fiscal year ended December 31, 1998;
(ii) Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(iii) Current Report on Form 8-K, dated January 22, 1999;
(iv) Current Report on Form 8-K/A, dated February 3, 1998; and
(v) The description of the Company's Common
Stock set forth in the Company's Registration
Statement on Form 8-A dated October 20, 1997.
In addition to the foregoing, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment to this Registration
Statement indicating that all of the securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document that is also
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been
passed on for the Company by Vinson & Elkins L.L.P., 1325 Avenue
of the Americas, 17th Floor, New York, New York 10019-6026.
Item 6. 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 bylaws, 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 a 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 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 Bylaws of Forest Oil Corporation contains
very broad indemnification provisions which permit the Company to
avail itself of the 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 Bylaw is an exclusive method of
indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The following documents are filed as exhibits to this
Registration Statement, including those exhibits incorporated
herein by reference to a prior filing of the Company under the
Securities Act or the Exchange Act as indicated in parentheses:
EXHIBIT
NUMBER 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
Incorporation 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 Bylaws of Forest Oil Corporation as of May
9, 1990, Amendment No. 1 to Bylaws dated as of April
2, 1991, Amendment No. 2 to Bylaws as of May 8,
1991, Amendment No. 3 to Bylaws dated as of July 30,
1991, Amendment No. 4 to Bylaws dated as of January
17, 1992, Amendment No. 5 to Bylaws dated as of
March 18, 1993 and Amendment No. 6 to Bylaws 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 Bylaws 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 Bylaws 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 Bylaws 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 Bylaws 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* Forest Oil Corporation 1999 Employee Stock
Purchase Plan.
4.12* First Amendment to Forest Oil Corporation 1999
Employee Stock Purchase Plan.
5* - Opinion of Vinson & Elkins L.L.P., as to the
legality of the securities being registered.
23.1* - Consent of KPMG LLP.
23.2* - Consent of Arthur Andersen LLP.
24* - Powers of Attorney (included on the signature pages
hereof).
__________
* Filed herewith.
Item 9. UNDERTAKINGS
(a) 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;
(ii) To reflect in the prospectus any facts 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 the undertakings set forth in
paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange
Commission 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, 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.
(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.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
set forth in Item 15, any charter provision, bylaw, contract,
arrangement, statute, 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 and is, therefore, unenforceable.
In the event 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 against the registrant 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 of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-8 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 the 25th day of June, 1999.
FOREST OIL CORPORATION
By: /s/ William L. Dorn
William L. Dorn
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David H. Keyte
and Joan C. Sonnen and each of them, any one of whom may act
without the joinder of the others, as his true and lawful
attorney-in-fact to sign on his behalf and in the capacity stated
below and to file any and all amendments and post-effective
amendments to this registration statement, with all exhibits
thereto, with the Securities and Exchange Commission, 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 by the
following persons in the capacities indicated and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ William L. Dorn Chairman of the Board June 25, 1999
William L. Dorn
/s/ Robert S. Boswell President and Chief Executive June 25, 1999
Robert S. Boswell Officer and Director
/s/ David H. Keyte Executive Vice President and June 25, 1999
David H. Keyte Chief Financial Officer
(Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller and June 25, 1999
Joan C. Sonnen Corporate Secretary
(Principal Accounting Officer)
Philip F. Anschutz Director June 25, 1999
/s/ William L. Britton
William L. Britton Director June 25, 1999
/s/ Cortlandt S. Dietler
Cortlandt S. Dietler Director June 25, 1999
/s/ Cannon Y. Harvey
Cannon Y. Harvey Director June 25, 1999
James H. Lee Director June 25, 1999
/s/ J. J. Simmons, III
J. J. Simmons, III Director June 25, 1999
Craig D. Slater Director June 25, 1999
/s/ Michael B. Yanney
Michael B. Yanney Director June 25, 1999
<PAGE>
FOREST OIL CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The FOREST OIL CORPORATION 1999
EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is intended
to provide an incentive for employees of FOREST OIL
CORPORATION (the "Company") and certain of its
subsidiaries to acquire or increase a proprietary
interest in the Company through the purchase of shares
of the Company's common stock. The Plan is intended to
qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan shall
be construed in a manner consistent with the
requirements of that section of the Code.
2. DEFINITIONS. Where the following words and
phrases are used in the Plan, they shall have the
respective meanings set forth below, unless the context
clearly indicates to the contrary:
(a) "Board" means the Board of Directors of the
Company or a duly authorized committee thereof.
(b) "Code" means the Internal Revenue Code of
1986, as amended.
(c) "Committee" means the Forest Oil Corporation
Employee Benefits Committee.
(d) "Company" means Forest Oil Corporation, a New
York corporation.
(e) "Date of Exercise" means the last day of each
Option Period.
(f) "Date of Grant" means July 1, 1999, and,
thereafter, the first day of each successive
October, January, April, and July.
(g) "Eligible Compensation" means regular
straight-time earnings or base salary,
determined before giving effect to any salary
reduction agreement pursuant to (i) a qualified
cash or deferred arrangement (within the
meaning of Section 401(k) of the Code) or (ii)
a cafeteria plan (within the meaning of Section
125 of the Code). Eligible Compensation shall
not include overtime, bonuses, commissions,
severance pay, incentive pay, shift premium
differentials, pay in lieu of vacation,
reimbursements, or any other special or
incentive payments excluded by the Committee in
its discretion (applied in a uniform basis).
(h) "Eligible Employee" means, with respect to
each Date of Grant, each employee of the
Company or a Participating Company who, as of
such Date of Grant, is regularly scheduled to
work more than 20 hours per week and more than
five months in any calendar year.
(i) "Exchange Act" means the Securities
Exchange Act of 1934, as amended.
(j) "Option Period" means the three month period
beginning on each Date of Grant.
(k) "Option Price" shall have the meaning
assigned to such term in paragraph 8(b).
(l) "Participating Company" means any present
or future parent or subsidiary corporation of
the Company that participates in the Plan
pursuant to paragraph 4.
(m) "Plan" means this Forest Oil Corporation
1999 Employee Stock Purchase Plan, as amended
from time to time.
(n) "Restriction Period" means the period of
time during which shares of Stock acquired by a
participant in the Plan may not be sold,
assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed
of by such participant as provided in paragraph
8(d).
(o) "Stock" means the shares of the Company's
common stock, par value $.10 per share.
3. ADMINISTRATION OF THE PLAN. The Plan shall
be administered by the Committee. Subject to the
provisions of the Plan, the Committee shall interpret
the Plan and all options granted under the Plan, make
such rules as it deems necessary for the proper
administration of the Plan, and make all other
determinations necessary or advisable for the
administration of the Plan. In addition, the Committee
shall correct any defect or supply any omission or
reconcile any inconsistency in the Plan, or in any
option granted under the Plan, in the manner and to the
extent that the Committee deems desirable to carry the
Plan or any option into effect. The Committee shall,
in its sole discretion, make such decisions or
determinations and take such actions, and all such
decisions, determinations and actions taken or made by
the Committee pursuant to this and the other paragraphs
of the Plan shall be conclusive on all parties. The
Committee shall not be liable for any decision,
determination or action taken in good faith in
connection with the administration of the Plan. The
Committee shall have the authority to delegate routine
day-to-day administration of the Plan to such officers
and employees of the Company as the Committee deems
appropriate.
4. PARTICIPATING COMPANIES. The Committee may
designate any present or future parent or subsidiary
corporation of the Company that is eligible by law to
participate in the Plan as a Participating Company by
written instrument delivered to the designated
Participating Company. Such written instrument shall
specify the effective date of such designation and
shall become, as to such designated Participating
Company and persons in its employment, a part of the
Plan. The terms of the Plan may be modified as applied
to the Participating Company only to the extent
permitted under Section 423 of the Code. Transfer of
employment among the Company and Participating
Companies (and among any other parent or subsidiary
corporation of the Company) shall not be considered a
termination of employment hereunder. Any Participating
Company may, by appropriate action of its Board of
Directors, terminate its participation in the Plan.
Moreover, the Committee may, in its discretion,
terminate a Participating Company's Plan participation
at any time.
5. ELIGIBILITY. Subject to the provisions
hereof, all Eligible Employees as of a Date of Grant
shall be eligible to participate in the Plan with
respect to options granted under the Plan as of such
date.
6. STOCK SUBJECT TO THE PLAN. Subject to the
provisions of paragraph 13, the aggregate number of
shares which may be sold pursuant to options granted
under the Plan shall not exceed 250,000 shares of the
authorized Stock, which shares may be unissued shares
or reacquired shares, including shares bought in the
market or otherwise for purposes of the Plan. Should
any option granted under the Plan expire or terminate
prior to its exercise in full, the shares theretofore
subject to such option may again be subject to an
option granted under the Plan. Any shares that are not
subject to outstanding options upon the termination of
the Plan shall cease to be subject to the Plan.
7. GRANT OF OPTIONS.
(a) IN GENERAL. Commencing on July 1, 1999,
and continuing while the Plan remains in force,
the Company shall, on each Date of Grant, grant an
option under the Plan to purchase shares of Stock
to each Eligible Employee as of such Date of Grant
who elects to participate in the Plan; provided,
however, that no option shall be granted to an
Eligible Employee if such individual, immediately
after the option is granted, owns stock possessing
five percent or more of the total combined voting
power or value of all classes of stock of the
Company or of its parent or subsidiary
corporations (within the meaning of Sections
423(b)(3) and 424(d) of the Code). Except as
provided in paragraph 13, the term of each option
shall be for three months, which shall begin on a
Date of Grant and end on the last day of such
three-month period. Subject to subparagraph 7(d),
the number of shares of Stock subject to an option
for a participant shall be equal to the quotient
of (i) the aggregate payroll deductions withheld
on behalf of such participant during the Option
Period in accordance with subparagraph 7(b),
divided by (ii) the Option Price of the Stock
applicable to the Option Period, including
fractions; provided, however, that the maximum
number of shares of Stock that may be subject to
any option for a participant may not exceed 5,000
(subject to adjustment as provided in paragraph
13).
(b) ELECTION TO PARTICIPATE; PAYROLL DEDUCTION
AUTHORIZATION. An Eligible Employee may
participate in the Plan only by means of payroll
deduction. Except as provided in subparagraph
7(f), each Eligible Employee who elects to
participate in the Plan shall deliver to the
Company, within the time period prescribed by the
Committee, a written payroll deduction
authorization in a form prepared by the Company
whereby he gives notice of his election to
participate in the Plan as of the next following
Date of Grant, and whereby he designates a
specified whole dollar amount or an integral
percentage of his Eligible Compensation to be
deducted from his compensation for each pay period
and paid into the Plan for his account. The
designated percentage may not be less than 1% nor
exceed 15%.
(c) CHANGES IN PAYROLL AUTHORIZATION. The
payroll deduction authorization referred to in
subparagraph 7(b) may not be changed during the
Option Period. However, a participant may
withdraw from the Plan as provided in paragraph 9.
(d) $25,000 LIMITATION. No employee shall
be granted an option under the Plan which permits
his rights to purchase Stock under the Plan and
under all other employee stock purchase plans of
the Company and its parent and subsidiary
corporations to accrue at a rate which exceeds
$25,000 of fair market value of Stock (determined
at the time such option is granted) for each
calendar year in which such option is outstanding
at any time (within the meaning of Section
423(b)(8) of the Code). Any payroll deductions in
excess of the amount specified in the foregoing
sentence shall be returned to the participant as
soon as administratively feasible after the next
following Date of Exercise.
(e) LEAVES OF ABSENCE. During a paid leave
of absence approved by the Company and meeting the
requirements of Treasury Regulation Section
1.421-7(h)(2), a participant's elected payroll
deductions shall continue. A participant may not
contribute to the Plan during an unpaid leave of
absence. If a participant takes an unpaid leave
of absence that is approved by the Company and
meets the requirements of Treasury Regulation Section
1.421-7(h)(2), then such participant's payroll
deductions for such Option Period that were made
prior to such leave may remain in the Plan and be
used to purchase Stock under the Plan on the Date
of Exercise relating to such Option Period. If a
participant takes a leave of absence that is not
described in the first or third sentence of this
subparagraph 7(e), then he shall be considered to
have terminated his employment and withdrawn from
the Plan pursuant to the provisions of paragraph 9
hereof. Further, notwithstanding the preceding
provisions of this subparagraph 7(e), if a
participant takes a leave of absence that is
described in the first or third sentence of this
subparagraph 7(e) and such leave of absence
exceeds 90 days, then he shall be considered to
have withdrawn from the Plan pursuant to the
provisions of paragraph 9 hereof and terminated
his employment for purposes of the Plan on the
91st day of such leave of absence.
(f) CONTINUING ELECTION. Subject to the
limitation set forth in subparagraph 7(d), a
participant (i) who has elected to participate in
the Plan pursuant to subparagraph 7(b) as of a
Date of Grant and (ii) who takes no action to
change or revoke such election as of the next
following Date of Grant and/or as of any
subsequent Date of Grant prior to any such
respective Date of Grant shall be deemed to have
made the same election, including the same
attendant payroll deduction authorization, for
such next following and/or subsequent Date(s) of
Grant as was in effect immediately prior to such
respective Date of Grant. Payroll deductions that
are limited by subparagraph 7(d) shall recommence
at the rate provided in such participant's payroll
deduction authorization at the beginning of the
first Option Period that is scheduled to end in
the following calendar year, unless the
participant changes the amount of his payroll
deduction authorization pursuant to paragraph 7,
withdraws from the Plan as provided in paragraph
9, or is terminated from participation in the Plan
as provided in paragraph 10.
8. EXERCISE OF OPTIONS.
(a) GENERAL STATEMENT. Subject to the limitation
set forth in subparagraph 7(d), each participant
in the Plan automatically and without any act on
his part shall be deemed to have exercised his
option on each Date of Exercise to the extent of
his unused payroll deductions under the Plan and
to the extent the issuance of Stock to such
participant upon such exercise is lawful.
(b) "OPTION PRICE" DEFINED. The term
"Option Price" shall mean the per share price of
Stock to be paid by each participant on each
exercise of his option, which price shall be equal
to 85% of the fair market value of the Stock on
the Date of Exercise or on the Date of Grant,
whichever amount is less. For all purposes under
the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the
closing price of the Stock on the New York Stock
Exchange, Inc. on that date (or, if no shares of
Stock have been traded on that date, on the next
regular business date on which shares of the Stock
are so traded).
(c) DELIVERY OF SHARE CERTIFICATES. As soon
as practicable after each Date of Exercise, the
Company shall deliver to a custodian selected by
the Committee one or more certificates
representing (or shall otherwise cause to be
credited to the account of such custodian) the
total number of whole shares of Stock respecting
options exercised on such Date of Exercise in the
aggregate (for both whole and fractional shares)
of all of the participating employees hereunder.
Any remaining amount representing a fractional
share shall not be certificated (or otherwise so
credited) and such remaining amount shall be paid
in cash to the custodian. Such custodian shall
keep accurate records of the beneficial interests
of each participating employee in such shares by
means of participant accounts under the Plan, and
shall provide each participating employee with
quarterly or such other periodic statements with
respect thereto as may be directed by the
Committee. If the Company is required to obtain
from any U.S. commission or agency authority to
issue any such shares, the Company shall seek to
obtain such authority. Inability of the Company
to obtain from any commission or agency (whether
U.S. or foreign) authority which counsel for the
Company deems necessary for the lawful issuance of
any such shares shall relieve the Company from
liability to any participant in the Plan except to
return to him the amount of his payroll deductions
under the Plan which would have otherwise been
used upon exercise of the relevant option.
(d) RESTRICTIONS ON TRANSFER. The Committee
may from time to time specify with respect to a
particular grant of options the Restriction Period
that shall apply to the shares of Stock acquired
pursuant to such options. Unless otherwise
specified by the Committee, the Restriction Period
applicable to shares of Stock acquired under the
Plan shall be a period of six months after the
Date of Exercise of the options pursuant to which
such shares were acquired. Except as hereinafter
provided, during the Restriction Period applicable
to shares of Stock acquired under the Plan, such
shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred,
encumbered or disposed of by the participant who
has purchased such shares; provided, however, that
such restriction shall not apply to the transfer,
exchange or conversion of such shares of Stock
pursuant to a merger, consolidation or other plan
of reorganization of the Company, but the stock,
securities or other property (other than cash)
received upon any such transfer, exchange or
conversion shall also become subject to the same
transfer restrictions applicable to the original
shares of Stock, and shall be held by the
custodian, pursuant to the provisions hereof.
Upon the expiration of such Restriction Period,
the transfer restrictions set forth in this
subparagraph 8(d) shall cease to apply and the
optionee may, pursuant to procedures established
by the Committee and the custodian, direct the
sale or distribution of some or all of the whole
shares of Stock in his Company stock account that
are not then subject to transfer restrictions and,
in the event of a sale, request payment of the net
proceeds from such sale. At the time of
distribution of such shares, any fractional share
in such Company stock account shall be converted
to cash based on the fair market value of the
Stock on the date of distribution and such cash
shall be paid to the participant. The Committee
may cause the Stock issued in connection with the
exercise of options under the Plan to bear such
legends or other appropriate restrictions, and the
Committee may take such other actions, as it deems
appropriate in order to reflect the transfer
restrictions set forth in this subparagraph 8(d)
and to assure compliance with applicable laws.
9. WITHDRAWAL FROM THE PLAN.
(a) GENERAL STATEMENT. Any participant may
withdraw in whole from the Plan at any time prior
to the Date of Exercise relating to a particular
Option Period. Partial withdrawals shall not be
permitted. A participant who wishes to withdraw
from the Plan must timely deliver to the Company a
notice of withdrawal in a form prepared by the
Company. The Company, promptly following the time
when the notice of withdrawal is delivered, shall
refund to the participant the amount of his
payroll deductions under the Plan which have not
yet been otherwise returned to him or used upon
exercise of options; and thereupon, automatically
and without any further act on his part, his
payroll deduction authorization and his interest
in unexercised options under the Plan shall
terminate.
(b) ELIGIGILITY FOLLOWING WITHDRAWAL. A
participant who withdraws from the Plan shall be
eligible to participate again in the Plan upon
expiration of the Option Period during which he
withdrew (provided that he is otherwise eligible
to participate in the Plan at such time).
10. TERMINATION OF EMPLOYMENT.
(a) GENERAL STATEMENT. Except as provided
in subparagraph 10(b), if the employment of a
participant terminates for any reason whatsoever,
then his participation in the Plan automatically
and without any act on his part shall terminate as
of the date of the termination of his employment.
The Company shall promptly refund to him the
amount of his payroll deductions under the Plan
which have not yet been otherwise returned to him
or used upon exercise of options, and thereupon
his interest in unexercised options under the Plan
shall terminate.
(b) TERMINATION BY RETIREMENT, DEATH OR
DISABILITY. If the employment of a participant
terminates after such participant has attained age
65 or due to such participant's death or permanent
and total disability (within the meaning of
Section 22(e)(3) of the Code), then such
participant, or such participant's personal
representative, as applicable, shall have the
right to elect either to:
(1) withdraw all of such participant's
accumulated unused payroll deductions under the
Plan; or
(2) exercise such participant's option for
the purchase of Stock on the last day of the
Option Period during which termination of
employment occurs for the purchase of the number
of shares of Stock, including fractions, which the
accumulated payroll deductions at the date of such
participant's termination of employment will
purchase at the applicable Option Price (subject
to subparagraph 7(d)).
The participant or, if applicable, such personal
representative, must make such election by giving
written notice to the Committee at such time and in
such manner as the Committee prescribes. In the event
that no such written notice of election is timely
received by the Committee, the participant or personal
representative will automatically be deemed to have
elected as set forth in clause (2) above.
11. RESTRICTION UPON ASSIGNMENT OF OPTION. An
option granted under the Plan shall not be transferable
otherwise than by will or the laws of descent and
distribution. Each option shall be exercisable, during
his lifetime, only by the employee to whom granted.
The Company shall not recognize and shall be under no
duty to recognize any assignment or purported
assignment by an employee of his option or of any
rights under his option or under the Plan.
12. NO RIGHTS OF SHAREHOLDER UNTIL EXERCISE OF
OPTION. With respect to shares of Stock subject to an
option, an optionee shall not be deemed to be a
shareholder, and he shall not have any of the rights or
privileges of a shareholder, until such option has been
exercised. With respect to an individual's Stock held
by the custodian pursuant to subparagraph 8(d), the
custodian shall, as soon as practicable, pay the
individual any cash dividends attributable thereto or
credit such dividends to such individual's account (as
directed by the Committee in its discretion applied in
a uniform manner) and shall, in accordance with
procedures adopted by the custodian, facilitate the
individual's voting rights attributable thereto.
13. CHANGES IN STOCK; ADJUSTMENTS. Whenever any
change is made in the Stock, by reason of a stock
dividend or by reason of subdivision, stock split,
reverse stock split, recapitalization, reorganization,
combination, reclassification of shares or other
similar change, appropriate action will be taken by the
Committee to adjust accordingly the number of shares
subject to the Plan, the maximum number of shares that
may be subject to any option, and the number and Option
Price of shares subject to options outstanding under
the Plan.
If the Company shall not be the surviving
corporation in any merger or consolidation (or survives
only as a subsidiary of another entity), or if the
Company is to be dissolved or liquidated, then, unless
a surviving corporation assumes or substitutes new
options (within the meaning of Section 424(a) of the
Code) for all options then outstanding, (i) the Date of
Exercise for all options then outstanding shall be
accelerated to a date fixed by the Committee prior to
the effective date of such merger or consolidation or
such dissolution or liquidation and (ii) upon such
effective date any unexercised options shall expire and
the Company promptly shall refund to each participant
the amount of such participant's payroll deductions
under the Plan which have not yet been otherwise
returned to him or used upon exercise of options.
14. USE OF FUNDS; NO INTEREST PAID. All funds
received or held by the Company under the Plan shall be
included in the general funds of the Company free of
any trust or other restriction, and may be used for any
corporate purpose. No interest shall be paid to any
participant.
15. TERM OF THE PLAN. The Plan shall be
effective upon the date of its adoption by the Board,
provided the Plan is approved by the shareholders of
the Company within 12 months thereafter.
Notwithstanding any provision in the Plan, no option
granted under the Plan shall be exercisable prior to
such shareholder approval, and, if the shareholders of
the Company do not approve the Plan by the Date of
Exercise of the first option granted hereunder, then
the Plan shall automatically terminate, no options may
be exercised hereunder, and the Company promptly shall
refund to each participant the amount of such
participant's payroll deductions under the Plan; and
thereupon, automatically and without any further act on
his part, his payroll deduction authorization and his
interest in unexercised options under the Plan shall
terminate. Except with respect to options then
outstanding, if not sooner terminated under the
provisions of paragraph 16, the Plan shall terminate
upon and no further payroll deductions shall be made
and no further options shall be granted after March 31,
2009.
16. AMENDMENT OR TERMINATION OF THE PLAN. The
Board in its discretion may terminate the Plan at any
time with respect to any Stock for which options have
not theretofore been granted. The Board shall have the
right to alter or amend the Plan or any part thereof
from time to time; provided, however, that no change in
any option theretofore granted may be made that would
impair the rights of the optionee without the consent
of such optionee.
17. SECURITIES LAWS. The Company shall not be
obligated to issue any Stock pursuant to any option
granted under the Plan at any time when the offer,
issuance or sale of shares covered by such option has
not been registered under the Securities Act of 1933,
as amended, or does not comply with such other state,
federal or foreign laws, rules or regulations, or the
requirements of any stock exchange upon which the Stock
may then be listed, as the Company or the Committee
deems applicable and, in the opinion of legal counsel
for the Company, there is no exemption from the
requirements of such laws, rules, regulations or
requirements available for the offer, issuance and sale
of such shares. Further, all Stock acquired pursuant
to the Plan shall be subject to the Company's policies
concerning compliance with securities laws and
regulations, as such policies may be amended from time
to time. The terms and conditions of options granted
hereunder to, and the purchase of shares by, persons
subject to Section 16 of the Exchange Act shall comply
with any applicable provisions of Rule 16b-3. As to
such persons, the Plan shall be deemed to contain, and
such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional
conditions and restrictions as may be required from
time to time by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
18. NO RESTRICTION ON CORPORATE ACTION. Nothing
contained in the Plan shall be construed to prevent the
Company or any subsidiary from taking any corporate
action that is deemed by the Company or such subsidiary
to be appropriate or in its best interest, whether or
not such action would have an adverse effect on the
Plan or any option granted under the Plan. No
employee, beneficiary or other person shall have any
claim against the Company or any subsidiary as a result
of any such action.
19. MISCELLANEOUS PROVISIONS.
(a) PARENT AND SUBSIDIARY CORPORATIONS. For
all purposes of the Plan, a corporation shall be
considered to be a parent or subsidiary
corporation of the Company only if such
corporation is a parent or subsidiary corporation
of the Company within the meaning of Sections
424(e) and (f) of the Code.
(b) NUMBER AND GENDER. Wherever appropriate
herein, words used in the singular shall be
considered to include the plural and words used in
the plural shall be considered to include the
singular. The masculine gender, where appearing
in the Plan, shall be deemed to include the
feminine gender.
(c) HEADINGS. The headings and subheadings
in the Plan are included solely for convenience,
and if there is any conflict between such headings
or subheadings and the text of the Plan, the text
shall control.
(d) NOT A CONTRACT OF EMPLOYMENT. The
adoption and maintenance of the Plan shall not be
deemed to be a contract between the Company or any
Participating Company and any person or to be
consideration for the employment of any person.
Participation in the Plan at any given time shall
not be deemed to create the right to participate
in the Plan, or any other arrangement permitting
an employee of the Company or any Participating
Company to purchase Stock at a discount, in the
future. The rights and obligations under any
participant's terms of employment with the Company
or any Participating Company shall not be affected
by participation in the Plan. Nothing herein
contained shall be deemed to give any person the
right to be retained in the employ of the Company
or any Participating Company or to restrict the
right of the Company or any Participating Company
to discharge any person at any time, nor shall the
Plan be deemed to give the Company or any
Participating Company the right to require any
person to remain in the employ of the Company or
such Participating Company or to restrict any
person's right to terminate his employment at any
time. The Plan shall not afford any participant
any additional right to compensation as a result
of the termination of such participant's
employment for any reason whatsoever.
(e) COMPLIANCE WITH APPLICABLE LAWS. The
Company's obligation to offer, issue, sell or
deliver Stock under the Plan is at all times
subject to all approvals of and compliance with
any governmental authorities (whether domestic or
foreign) required in connection with the
authorization, offer, issuance, sale or delivery
of Stock as well as all federal, state, local and
foreign laws. Without limiting the scope of the
preceding sentence, and notwithstanding any other
provision in the Plan, the Company shall not be
obligated to grant options or to offer, issue,
sell or deliver Stock under the Plan to any
employee who is a citizen or resident of a
jurisdiction the laws of which, for reasons of its
public policy, prohibit the Company from taking
any such action with respect to such employee.
(f) SEVERABILITY. If any provision of the
Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead,
each provision shall be fully severable and the
Plan shall be construed and enforced as if said
illegal or invalid provision had never been
included herein.
(g) GOVERNING LAW. All provisions of the
Plan shall be construed in accordance with the
laws of NewYork except to the extent preempted by
federal law.
<PAGE>
FIRST AMENDMENT TO
FOREST OIL CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, FOREST OIL CORPORATION (the "Company") has
heretofore adopted the FOREST OIL CORPORATION 1999 EMPLOYEE STOCK
PURCHASE PLAN (the "Plan") for the benefit of certain employees of
the Company and its subsidiaries; and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows,
effective with respect to options granted under the Plan from and
after July 1, 1999:
1. Subparagraph 7(a) of the Plan shall be deleted and the
following shall be substituted therefor:
(a) IN GENERAL. Commencing on July 1, 1999, and
continuing while the Plan remains in force, the Company
shall, on each Date of Grant, grant an option under the
Plan to purchase shares of Stock to each Eligible
Employee as of such Date of Grant who elects to
participate in the Plan; provided, however, that no
option shall be granted to an Eligible Employee if such
individual, immediately after the option is granted,
owns stock possessing five percent or more of the total
combined voting power or value of all classes of stock
of the Company or of its parent or subsidiary
corporations (within the meaning of Sections 423(b)(3)
and 424(d) of the Code). Except as provided in
paragraph 13, the term of each option shall be for
three months, which shall begin on a Date of Grant and
end on the last day of such three-month period.
Subject to subparagraph 7(d), the number of shares of
Stock subject to an option for a participant shall be
equal to the quotient of (i) the aggregate payroll
deductions withheld on behalf of such participant
during the Option Period in accordance with
subparagraph 7(b), divided by (ii) the Option Price of
the Stock applicable to the Option Period, rounded down
to the nearest whole share; provided, however, that the
maximum number of shares of Stock that may be subject
to any option for a participant may not exceed 5,000
(subject to adjustment as provided in paragraph 13).
2. Subparagraph 8(a) of the Plan shall be deleted and the
following shall be substituted therefor:
(a) GENERAL STATEMENT. Subject to the limitation
set forth in subparagraph 7(d), each participant in the
Plan automatically and without any act on his part
shall be deemed to have exercised his option on each
Date of Exercise to the extent his unused payroll
deductions under the Plan are sufficient to purchase at
the Option Price whole shares of Stock and to the
extent the issuance of Stock to such participant upon
such exercise is lawful. Any amount relating to such
option that remains in his account representing a
fractional share shall be applied to the purchase of
shares of Stock during the next Option Period as if
such participant had contributed such amount by payroll
deduction to the Plan during such period for the option
that relates to such period.
3. Subparagraphs 8(c) and 8(d) of the Plan shall be
deleted and the following shall be substituted therefor:
(a) DELIVERY OF SHARE CERTIFICATES. As soon as
practicable after each Date of Exercise, the Company
shall deliver to a custodian selected by the Committee
one or more certificates representing (or shall
otherwise cause to be credited to the account of such
custodian) the total number of whole shares of Stock
respecting options exercised on such Date of Exercise
in the aggregate of all of the participating employees
hereunder. Such custodian shall keep accurate records
of the beneficial interests of each participating
employee in such shares by means of participant
accounts under the Plan, and shall provide each
participating employee with quarterly or such other
periodic statements with respect thereto as may be
directed by the Committee. If the Company is required
to obtain from any U.S. commission or agency authority
to issue any such shares, the Company shall seek to
obtain such authority. Inability of the Company to
obtain from any commission or agency (whether U.S. or
foreign) authority which counsel for the Company deems
necessary for the lawful issuance of any such shares
shall relieve the Company from liability to any
participant in the Plan except to return to him the
amount of his payroll deductions under the Plan which
would have otherwise been used upon exercise of the
relevant option.
(b) RESTRICTIONS ON TRANSFER. The Committee may
from time to time specify with respect to a particular
grant of options the Restriction Period that shall
apply to the shares of Stock acquired pursuant to such
options. Unless otherwise specified by the Committee,
the Restriction Period applicable to shares of Stock
acquired under the Plan shall be a period of six months
after the Date of Exercise of the options pursuant to
which such shares were acquired. Except as hereinafter
provided, during the Restriction Period applicable to
shares of Stock acquired under the Plan, such shares
may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or
disposed of by the participant who has purchased such
shares; provided, however, that such restriction shall
not apply to the transfer, exchange or conversion of
such shares of Stock pursuant to a merger,
consolidation or other plan of reorganization of the
Company, but the stock, securities or other property
(other than cash) received upon any such transfer,
exchange or conversion shall also become subject to the
same transfer restrictions applicable to the original
shares of Stock, and shall be held by the custodian,
pursuant to the provisions hereof. Upon the expiration
of such Restriction Period, the transfer restrictions
set forth in this subparagraph 8(d) shall cease to
apply and the optionee may, pursuant to procedures
established by the Committee and the custodian, direct
the sale or distribution of some or all of the whole
shares of Stock in his Company stock account that are
not then subject to transfer restrictions and, in the
event of a sale, request payment of the net proceeds
from such sale. The Committee may cause the Stock
issued in connection with the exercise of options under
the Plan to bear such legends or other appropriate
restrictions, and the Committee may take such other
actions, as it deems appropriate in order to reflect
the transfer restrictions set forth in this
subparagraph 8(d) and to assure compliance with
applicable laws.
4. Subparagraph 10(b)(2) of the Plan shall be deleted and
the following shall be substituted therefor:
(a) exercise such participant's option for the
purchase of Stock on the last day of the Option Period
during which termination of employment occurs for the
purchase of the number of whole shares of Stock which
the accumulated payroll deductions at the date of such
participant's termination of employment will purchase at
the applicable Option Price (subject to subparagraph
7(d)), and receive a payment from the Company promptly
after such exercise in the amount of such participant's
payroll deductions under the Plan which have not yet
been otherwise returned to him or used upon exercise of
options.
5. As amended hereby, the Plan is specifically ratified
and reaffirmed.
<PAGE>
[VINSON & ELKINS LETTERHEAD]
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
1325 AVENUE OF THE AMERICAS E-mail:
Writer's Phone: 17TH FLOOR [email protected]
(917) 206-8103 NEW YORK, NEW YORK Web: www.velaw.com
Writer's Fax: 10019-6026
(917) 206-8100
June 25, 1999
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202-4722
RE: Form S-8 Registration Statement
Ladies and Gentlemen:
We 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-8 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), with respect to 250,000 shares of Forest's common stock,
par value $.10 per share (the "Shares") to be issued under
Forest's 1999 Employee Stock Purchase Plan (the "Plan").
We have examined such corporate records, other documents,
and such questions of law as we considered necessary or
appropriate for purposes of this opinion and, upon the basis of
such examination, advise you that in our opinion all necessary
corporate proceedings by Forest have been duly taken to authorize
the issuance of the Shares pursuant to the Plan and that the
Shares being registered pursuant to the Registration Statement,
when issued and paid for under the Plan in accordance with the
terms of the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the caption "Interests of Named Experts and
Counsel" in the Registration Statement. This consent is not to
be construed as an admission that we are a person whose consent
is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
VINSON & ELKINS L.L.P.
<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-8 of Forest Oil
Corporation of our report dated February 8, 1999, relating
to the consolidated balance sheets of Forest Oil
Corporation and subsidiaries as of December 31, 1998 and
1997, 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,
1998, which report appears in the December 31, 1998 annual
report on Form 10-K of Forest Oil Corporation.
KPMG LLP
Denver, Colorado
June 25, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the
incorporation by reference in this Registration Statement on
Form S-8 for the Forest Oil Corporation 1999 Employee Stock
Purchase Plan 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 in Form 8-K/A
of Forest Oil Corporation dated February 3, 1998.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 25, 1999
