<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 1-13515
Full title of the plan and name of issuer of the securities held
pursuant to the plan and the address of its principal executive office:
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
and
FOREST OIL CORPORATION
1600 Broadway
Suite 2200
Denver, Colorado 80202
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
<PAGE>
Exhibits.
23. Consent of Independent Auditors to incorporation by
reference in Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee of the Retirement Savings
Plan of Forest Oil Corporation has duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
RETIREMENT SAVINGS PLAN OF
FOREST OIL CORPORATION
Dated: June 28, 1999 By: /s/ Joan C. Sonnen
Joan C. Sonnen, Member of
the Administrative Committee
of the Retirement Savings
Plan of Forest Oil Corporation
<PAGE>
RETIREMENT SAVINGS PLAN OF
FOREST OIL CORPORATION
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
TABLE OF CONTENTS
- ---------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . 1
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS -
December 31, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS -
Years Ended December 31, 1998 and 1997 . . . . . . . . . . . . . . . . 3
NOTES TO FINANCIAL STATEMENTS - December 31, 1998 and 1997 . . . . . . . 4
SUPPLEMENTAL SCHEDULES
1 ASSETS HELD FOR INVESTMENT PURPOSES (FORM 5500, ITEM 27A) -
December 31, 1998 . . . . . . . . . . . . . . . . . . . . . 13
2 SCHEDULE OF REPORTABLE TRANSACTIONS (FORM 5500, ITEM 27D) -
Year Ended December 31, 1998. . . . . . . . . . . . . . . . 14
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE PARTICIPANTS AND ADMINISTRATIVE COMMITTEE
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION:
We have audited the accompanying statements of net assets available for plan
benefits of the Retirement Savings Plan of Forest Oil Corporation as of
December 31, 1998 and 1997, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Retirement Savings Plan of Forest Oil Corporation as of December 31, 1998 and
1997, and the changes in net assets for the years then ended in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1998 and reportable
transactions for the year ended December 31, 1998 are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The Fund Information in Note 4 is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental schedules and Fund Information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Denver, Colorado
June 8, 1999
1
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS:
Investments, at fair value:
Forest Oil Corporation Common Stock $ 1,141,286 2,076,156
Morley GIC Fund 1,288,589 1,397,976
Janus Fund 4,806,477 3,302,042
Harbor International Fund 3,607,178 3,142,775
Dodge & Cox Balanced Fund 2,066,650 1,696,533
Heartland Value Fund 2,000,605 2,007,257
Pimco Total Return Fund 161,878 143,264
Chesapeake Institutional Fund 867,490 565,095
----------- -----------
15,940,153 14,331,098
Other investments:
Loans to participants 236,804 308,808
Cash and short-term investments 13,399 21,334
----------- -----------
Total investments 16,190,356 14,661,240
Investment income receivable 33 66
----------- -----------
Total assets 16,190,389 14,661,306
LIABILITIES:
Forfeitures available to the Company to reduce
future contributions 22,221 13,758
Stock purchase payables 9,165 8,589
----------- -----------
Total liabilities 31,386 22,347
----------- -----------
Net assets available for plan benefits,
including distributions payable to
participants of $240,220 in 1998 and
$251,592 in 1997 $16,159,003 14,638,959
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Additions:
Contributions:
Company $ 551,304 452,556
Participants 1,024,755 757,181
Dividend and interest income 647,099 1,169,594
----------- -----------
2,223,158 2,379,331
Net appreciation in fair value of
investments, including realized and
unrealized gains and losses 79,244 375,672
----------- -----------
Total additions 2,302,402 2,755,003
Deductions:
Distributions to participants 773,893 1,383,655
Change in value of forfeited
contributions 8,465 (27,072)
----------- -----------
Total deductions 782,358 1,356,583
----------- -----------
Increase in net assets available for
plan benefits 1,520,044 1,398,420
Net assets available for plan benefits
at beginning of year 14,638,959 13,240,539
----------- -----------
Net assets available for plan benefits
at end of year $16,159,003 14,638,959
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(1) DESCRIPTION OF THE PLAN
The Retirement Savings Plan of Forest Oil Corporation (the
Plan) is a profit sharing, defined contribution plan which
includes a cash or deferred arrangement under Section 401(k)
of the Internal Revenue Code. The Plan is available to any
employee of Forest Oil Corporation and its affiliates (the
Company) that have adopted the Plan.
Investment options available to participants during the years
ended December 31, 1998 and 1997 are as follows:
Forest Oil Corporation Common Stock Common stock of Forest
Oil Corporation
Morley GIC Fund Collective trust consisting of
guaranteed insurance contracts
Janus Fund Mutual fund consisting primarily
of common stock and similar equity
securities
Harbor International Fund Mutual fund consisting of non-
U.S. equity securities
Dodge & Cox Balanced Fund Mutual fund consisting primarily
of common stock and bonds
Heartland Value Fund Mutual fund consisting primarily
of equity securities with market
capitalizations of less than
$300,000,000
Pimco Total Return Fund Mutual fund consisting of fixed
income securities with a portfolio
duration of three to six years
Chesapeake Institutional Fund Mutual fund consisting primarily
of common and preferred stocks and
convertible securities of medium
and large capitalization companies
(new investment option effective
October 1, 1997)
Employees enrolled in the Plan may elect to defer from 1% to 15%
of their compensation, subject to defined limits, on a pre-tax
basis as a contribution to the Plan (Deferred Compensation
Contribution). Each month, the Company contributes an amount
equal to the Deferred Compensation Contributions made by or on
behalf of each participant limited to 5% of the participant's
compensation (Company Matching Contribution). At the sole
discretion of the Executive Committee of the Forest Oil
Corporation Board of Directors, the Company Matching
4
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(1) DESCRIPTION OF THE PLAN (CONTINUED)
Contribution may be made in cash, in shares of Forest Oil
Corporation Common Stock, or in any combination of cash and
shares of Forest Oil Corporation Common Stock.
Prior to January 1, 1996, pursuant to the Forest Oil
Corporation Annual Incentive Plan (the Incentive Plan), the
Company could contribute, for each Plan Year, a Company
Profit-Sharing Contribution determined at the sole discretion
of the Executive Committee of the Company's Board of
Directors. The Company Profit-Sharing Contribution, if any,
was in addition to the Company Matching Contribution and was
allocated among certain qualifying participants based on
compensation. The Incentive Plan was suspended effective
January 1, 1996.
Company matching and profit-sharing contributions made for a
participant's account are vested under certain conditions,
including a graduated schedule whereby full vesting occurs
upon the completion of five years of service. Nonvested
Company matching and profit-sharing contributions are subject
to forfeiture under certain conditions and forfeited balances
are available to reduce succeeding Company matching
contributions to the Plan. There were no forfeitures used to
reduce Company matching contributions in 1998 ($40,811 were
used in 1997).
Participants are fully vested in their own contributions at
all times.
Expenses associated with the administration and investment
activities of the Plan are paid by the Company.
The Company maintains the right to terminate or amend the
Plan at any time. In the event of a termination or partial
termination of the Plan, or complete discontinuance of
Company matching contributions to the Plan, the balances of
the affected members under the Plan as of the date of the
termination or discontinuance shall become fully vested and
nonforfeitable. The total amount in each participant's
accounts shall be distributed as the Administrative Committee
shall direct, to the participant or for the participant's
benefit, or shall continue to be held in trust for the
participant's benefit.
The foregoing description of the Plan provides only general
information. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's
provisions. Copies of the Summary Plan Description are
available from the Administrative Committee of the Plan.
5
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on
the accrual basis of accounting.
In the course of preparing the financial statements of the
Plan, management makes various assumptions and estimates to
determine the reported amounts of assets, liabilities and
changes in net assets available for plan benefits, and in the
disclosures of commitments and contingencies. Changes in
these assumptions and estimates will occur as a result of the
passage of time and the occurrence of future events and,
accordingly, actual results could differ significantly from
amounts estimated.
VALUATION OF INVESTMENTS
For financial reporting purposes, investments are recorded at
fair value based on quoted market prices or, in the case of
the Morley GIC Fund, based on the contract values of the
underlying guaranteed investment contracts. Purchases and
sales of securities are recorded on the trade date. Gains or
losses on sales of investments are based on the difference
between sales proceeds and the cost of the investment
determined on an average unit cost basis.
Investments in the Morley GIC Fund are based on contract
value because the contracts are fully benefit-responsive. As
such, participants may direct the withdrawal or transfer of
all or a portion of their investments at contract value. The
fair value of the investments in the Morley GIC Fund is
estimated to be approximately equal to the contract value at
December 31, 1998 and 1997. The average yield and crediting
interest rates were approximately 6.0% for 1998 and 1997.
Investments in the Morley GIC Fund, the Janus Fund, the
Harbor International Fund, the Dodge & Cox Balanced Fund, the
Heartland Value Fund, the Pimco Total Return Fund and the
Chesapeake Institutional Fund are represented by units. The
average unit value for each fund is computed by dividing the
number of units outstanding into the total value of the fund.
The total value of each fund at any given time consists of
the market value of the investments held in the fund,
including any income retained on such investments.
6
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
LOANS TO PARTICIPANTS
Pursuant to the terms of the Plan, loans may be made to the
extent of 50% of a participant's vested interest in all
accounts except the Company Profit Sharing Contributions
Account. Each loan is evidenced by a promissory note.
Interest is fixed throughout the maximum 60-month term of
each loan at 1% per annum over the Chase Manhattan prime rate
in effect at the end of the month preceding inception of the
loan. All outstanding loans must be repaid in full within 90
days following a participant's termination of employment. In
the event of default, the participant is deemed to have made
a withdrawal of the unpaid principal balance.
(3) INVESTMENTS
The Plan's investments are held in a bank-administered trust
fund. During 1998 and 1997, the Plan's investments
appreciated in fair value (including realized and unrealized
gains and losses) by $79,244 and $375,672, respectively, as
follows:
<TABLE>
<CAPTION>
Net appreciation
(depreciation)
in fair value Fair value at
during the year end of year
--------------- --------------
<S> <C> <C>
Year ended December 31, 1998:
Forest Oil Corporation Common Stock $(1,020,957) 1,141,286
Morley GIC Fund 73,843 1,288,589
Mutual funds:
Janus Fund 1,215,656 4,806,477
Harbor International Fund 65,385 3,607,178
Dodge & Cox Balanced Fund (53,669) 2,066,650
Heartland Value Fund (280,057) 2,000,605
Pimco Total Return Fund (2,257) 161,878
Chesapeake Institutional Fund 81,300 867,490
------------ -------------
$ 79,244 15,940,153
------------ -------------
------------ -------------
Year ended December 31, 1997:
Forest Oil Corporation Common Stock $ (164,285) 2,076,156
Morley GIC Fund 102,428 1,397,976
Mutual funds:
Janus Fund 56,844 3,302,042
Harbor International Fund 268,568 3,142,775
Dodge & Cox Balanced Fund 187,615 1,696,533
Heartland Value Fund 97,411 2,007,257
Pimco Total Return Fund 2,553 143,264
Chesapeake Institutional Fund (175,462) 565,095
------------- -------------
$375,672 14,331,098
------------- -------------
------------- -------------
</TABLE>
7
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(3) INVESTMENTS (CONTINUED)
The fair values of individual investments that represent 5%
or more of the Plan's net assets at December 31, 1998 and
1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Forest Oil Corporation Common Stock $1,141,286 2,076,156
Morley GIC Fund 1,288,589 1,397,976
Janus Fund 4,806,477 3,302,042
Harbor International Fund 3,607,178 3,142,775
Dodge & Cox Balanced Fund 2,066,650 1,696,533
Heartland Value Fund 2,000,605 2,007,257
Chesapeake Institutional Fund 867,490 -
</TABLE>
8
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(4) FUNDS SUMMARY
The changes in net assets available for plan benefits by investment option
for the year ended December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Harbor Dodge & Pimco Chesapeake Loans
Forest Oil Inter- Cox Heartland Total Institu- to
Corporation Morley Janus national Balanced Value Return tional Partici-
Total Common Stock GIC Fund Fund Fund Fund Fund Fund Fund pants
----- ------------ -------- ------ --------- -------- ---------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS
AVAILABLE FOR $ 14,638,959 2,082,578 1,395,996 3,300,716 3,142,126 1,696,380 2,004,032 143,222 565,095 308,814
PLAN BENEFITS AT
JANUARY 1, 1998
Additions:
Contributions:
Company 551,304 53,029 25,359 130,162 117,623 65,997 103,794 6,275 49,065 -
Participants 1,024,755 78,895 40,689 250,053 215,981 138,187 197,743 8,901 94,306 -
Dividend and
interest income 647,099 800 2,308 126,894 261,164 171,463 45,208 14,064 47 25,151
Net appreciation
(depreciation) in
fair value of
investments 79,244 (1,020,957) 73,843 1,215,656 65,385 (53,669) (280,057) (2,257) 81,300 -
--------- --------- ------ --------- ------- ------ ------- ----- ------ -------
Total additions 2,302,402 (888,233) 142,199 1,722,765 660,153 321,978 66,688 26,983 224,718 25,151
--------- --------- ------- --------- ------- ------ ------- ----- ------ -------
Deductions:
Distributions to
participants 773,893 58,025 265,651 221,781 40,629 19,587 114,092 29,841 9,480 14,807
Change in value
of forfeited
contributions 8,465 (2,117) 1,363 3,452 2,808 908 1,452 4 595 -
--------- ------- ------- --------- ------- ----- ------ ----- ------ ------
Total deductions 782,358 55,908 267,014 225,233 43,437 20,495 115,544 29,845 10,075 14,807
--------- ------- ------- --------- ------- ----- ------ ----- ------ ------
Transfers (including
loan activity) - 4,534 12,522 3,421 (155,159) 67,657 40,744 21,472 87,157 (82,348)
--------- ------- ------- --------- ------- ----- ------ ----- ------ ------
NET ASSETS AVAIL-
ABLE FOR PLAN BENE-
FITS AT DECEMBER
31, 1998 $16,159,003 1,142,971 1,283,703 4,801,669 3,603,683 2,065,520 1,995,920 161,832 866,895 236,810
--------- --------- --------- --------- --------- --------- --------- ------- ------- -------
--------- --------- --------- --------- --------- --------- --------- ------- ------- -------
</TABLE>
9
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(4) FUNDS SUMMARY, CONTINUED
The changes in net assets available for plan benefits by investment
option for the year ended December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
Harbor Dodge & Pimco Chesapeake Loans
Forest Oil Inter- Cox Heartland Total Institu- to
Corporation Morley Janus national Balanced Value Return tional Partici-
Total Common Stock GIC Fund Fund Fund Fund Fund Fund Fund pants
----- ------------ -------- ------ --------- -------- ---------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAIL-
ABLE FOR PLAN BENE-
FITS AT JANUARY
31, 1997 $ 13,240,539 2,822,532 1,990,815 2,728,214 2,472,363 1,370,909 1,335,336 119,623 - 400,747
Additions:
Contributions:
Company 452,556 48,409 23,655 110,936 109,378 58,697 88,258 4,608 8,615 -
Participants 757,181 80,634 37,079 188,609 184,724 95,973 151,536 6,165 12,461 -
Dividend and
interest income 1,169,594 607 2,665 544,829 109,488 134,214 256,964 14,814 74,070 31,943
Net appreciation
(depreciation) in
fair value of
investments 375,672 (164,285) 102,428 56,844 268,568 187,615 97,411 2,553 (175,462) -
--------- ------- ------- ------ ------- ------- ------ ----- ------- -------
Total additions 2,755,003 (34,635) 165,827 901,218 672,158 476,499 594,169 28,140 (80,316) 31,943
--------- ------- ------- ------ ------- ------- ------ ----- ------- -------
Deductions:
Distributions to
participants 1,383,655 142,902 648,882 268,415 168,932 106,801 30,554 9,203 - 7,966
Change in value
of forfeited
contributions (27,072) 4,675 (37,306) 1,367 691 223 3,236 42 - -
--------- ------- ------- ------ ------- ------- ------ ----- ------- -------
Total deductions 1,356,583 147,577 611,576 269,782 169,623 107,024 33,790 9,245 - 7,966
--------- ------- ------- ------- ------- ------- ------ ----- ------- -------
Transfers (including
loan activity - (557,742) (149,070) (58,934) 167,228 (44,004) 108,317 4,704 645,411 (115,910)
--------- ------- ------- ------- ------- ------- ------- ----- ------- -------
NET ASSETS AVAIL-
ABLE FOR PLAN
BENEFITS AT DECEM-
BER 31, 1997 $14,638,959 2,082,578 1,395,996 3,300,716 3,142,126 1,696,380 2,004,032 143,222 565,095 308,814
---------- --------- --------- --------- --------- --------- --------- ------- ------- -------
---------- --------- --------- --------- --------- --------- --------- ------- ------- -------
</TABLE>
10
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(5) RECONCILIATION TO INTERNAL REVENUE SERVICE (IRS) FORM 5500
Distributions payable to terminated employees are shown as
a liability on IRS Form 5500. For financial statement
purposes, all net assets of the Plan are considered to be
available for plan benefits; therefore, distributions
payable to participants are not deducted from total assets
to derive net assets available for plan benefits.
Correspondingly, distributions to participants include
only actual amounts paid during each year for financial
statement purposes. For purposes of the IRS Form 5500,
distributions include amounts payable to terminated
participants.
The following is a reconciliation of net assets available
for benefits as shown in the financial statements to
amounts shown on Form 5500:
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $16,159,003 14,638,959
Amounts allocated to withdrawing
participants (240,220) (251,592)
---------- ----------
Net assets available for benefits
per the Form 5500 $15,918,783 14,387,367
---------- ----------
---------- ----------
</TABLE>
The following is a reconciliation of benefits paid to
participants as shown in the financial statements to
amounts shown on Form 5500:
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997
------ ------
<S> <C> <C>
Benefits paid to participants and
the change in value of forfeited
contributions per the financial
statements $ 782,358 1,356,583
Add: Amounts allocated to
withdrawing participants
at December 31, 1998 and 1997,
respectively 240,220 251,592
Less: Amounts allocated to
withdrawing participants
at December 31, 1997 and 1996,
respectively (251,592) (447,281)
------- -------
Benefits paid to participants per
the Form 5500 $770,986 1,160,894
------- ---------
------- ---------
</TABLE>
(6) FEDERAL INCOME TAXES
The IRS has issued a determination letter dated April 24,
1996 indicating that the Plan, as amended, is qualified
under Section 401(a) of the Internal Revenue Code (the
Code) and that the trust is therefore exempt from federal
income tax under Section 501(a) of the Code. The Plan has
since been amended. The Plan administrator believes that
the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code
and that the Plan is qualified and the related trust
continues to be tax-exempt.
11
<PAGE>
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------
(7) YEAR 2000
Many computerized systems, including both hardware and
software applications, use only two digits, rather than
four, to record the year in a date field. These systems
may recognize the year 2000, which is entered into the
computer as "00," as the year 1900 or some other date,
resulting in errors when the dates are used in
computations and comparisons. In addition, some
computerized systems do not properly perform calculations
with dates beginning in 1999 because these systems use the
digits "99" in date fields to represent something other
than the year 1999. Such problems are known as the Year
2000 Issue. The Year 2000 Issue may manifest itself
before, on, or after January 1, 2000, and the effect on
operations and financial reporting may range from minor
errors to catastrophic systems failure.
The Plan is dependent on computerized systems that are
susceptible to systems failures or processing errors
resulting from those systems' inability to properly
recognize the Year 2000 date. Systems failures or
processing errors could cause a condition or event that
would have a significant adverse effect on the Plan either
currently or within a reasonable period of time. Failure
of systems that are critical to Plan operations could
result in increased administrative expenses or financial
penalties for failure to be able to comply with DOL and/or
IRS regulations for financial reporting.
12
<PAGE>
Schedule 1
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
ASSETS HELD FOR INVESTMENT PURPOSES (FORM 5500, LINE 27A)
DECEMBER 31, 1998
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Current
Description of Investment Shares or Units Cost Value
- ------------------------- --------------- ---- ---------
<S> <C> <C> <C>
Forest Oil Corporation
Common Stock* 134,269 $2,098,299 1,141,286
GIC pooled funds -
Morley GIC Fund 64,623 1,004,028 1,288,589
Mutual funds:
Janus Fund 142,837 3,388,023 4,806,477
Harbor International Fund 98,235 2,943,646 3,607,178
Dodge & Cox Balanced Fund 31,687 1,937,683 2,066,650
Heartland Value Fund 68,303 2,216,561 2,000,605
Pimco Total Return Fund 15,358 162,911 161,878
Chesapeake Institutional Fund 47,954 944,607 867,490
---------- ----------
14,695,758 15,940,153
Money market funds -
State Street Short-Term
Investment Funds* 13,399 13,399 13,399
Loans to participants 236,804 236,804
---------- ----------
TOTAL INVESTMENTS $14,945,961 16,190,356
---------- ----------
---------- ----------
</TABLE>
*Denotes a party in interest.
See accompanying Independent Auditors' Report.
13
<PAGE>
Schedule 2
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
SCHEDULE OF REPORTABLE TRANSACTIONS (FORM 5500, LINE 27D)
YEAR ENDED DECEMBER 31, 1998
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
Purchase Selling Net
Description of Asset Description of Transaction Price Price Gain (Loss)
- -------------------- -------------------------- ------ ------ -----------
<S> <C> <C> <C> <C>
Forest Oil Aggregate of 46 477,317 397,475 (18,843)
Corporation purchases
Common Stock* and 31 sales
Morley GIC Fund Aggregate of 30 350,852 535,620 3,547
purchases
and 14 sales
Janus Fund Aggregate of 43 1,068,290 777,787 50,245
purchases and 25
sales
Harbor Aggregate of 38 717,555 320,290 13,025
International purchases and 22
Fund sales
Dodge & Cox Aggregate of 28 2,155,978 1,731,998 (182,922)
Balanced Fund purchases and 9
sales
Heartland Value Aggregate of 38 571,449 298,090 8,260
Fund purchases
and 18 sales
</TABLE>
*Denotes a party in interest.
See accompanying independent auditors' report.
14
<PAGE>
EXHIBIT INDEX
Exhibit 23. Consent of KPMG LLP.
Exhibit 23
Consent of Independent Auditors
Board of Directors
Forest Oil Corporation:
We consent to the incorporation by reference in the
Registration Statement (No. 33-59504) on Form S-8 of Forest
Oil Corporation - Retirement Savings Plan of Forest
Oil Corporation of our report dated June 8, 1999, relating
to the statements of net assets available for plan benefits
of the Retirement Savings Plan of Forest Oil Corporation as
of December 31, 1998 and 1997 and the related statements of
changes in net assets available for plan benefits for the
years then ended and related schedules for the year ended
December 31, 1998, which report appears in the December 31,
1998 annual report on Form 11-K of the Retirement Savings
Plan of Forest Oil Corporation.
KPMG LLP
Denver, Colorado
June 28, 1999
