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As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JOAN C. SONNEN
VICE PRESIDENT - CONTROLLER AND CORPORATE SECRETARY
FOREST OIL CORPORATION
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
ALAN P. BADEN THOMAS P. MASON
VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
1325 AVENUE OF THE AMERICAS 600 TRAVIS
17TH FLOOR SUITE 4200
NEW YORK, NEW YORK 10019-6026 HOUSTON, TEXAS 77002
(917) 206-8000 (713) 220-4200
(917) 206-8100 (FAX) (713) 220-4285 (FAX)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box./_/
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the box./ /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ (No. 333-16125)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE FEE
(1)
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<S> <C> <C>
Common Stock (2)
Total...................... $ 9,778,125 $ 2,719
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Including associated preferred stock purchase rights. Prior to the
occurrence of certain events, the preferred stock purchase rights will not
be evidenced or traded separately from the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-16125) filed by Forest Oil
Corporation (the "Company") with the Securities and Exchange Commission on
November 14, 1996, as amended by Amendment No. 1 thereto filed on January 31,
1997, Post-Effective Amendment No. 1 thereto filed on November 3, 1998 and
Post-Effective Amendment No. 2 thereto filed on February 2, 1999, which was
declared effective on February 2, 1999, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Denver, state of Colorado on the
17th day of August, 1999.
FOREST OIL CORPORATION
By: /s/ Joan C. Sonnen
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Joan C. Sonnen
Vice President-Controller and
Corporate Secretary
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 August 17, 1999
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William L. Dorn
* President and Chief Executive August 17, 1999
- ---------------------------- Officer and Director
Robert S. Boswell
/s/ David H. Keyte Executive Vice President and August 17, 1999
- ---------------------------- Chief Financial Officer
David H. Keyte (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller August 17, 1999
- ---------------------------- and Corporate Secretary
Joan C. Sonnen (Principal Accounting Officer)
/s/ Philip F. Anschutz Director August 17, 1999
- ----------------------------
Philip F. Anschutz
Director August 17, 1999
- ----------------------------
William L. Britton
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/s/ Cortlandt S. Dietler Director August 17, 1999
- ----------------------------
Cortlandt S. Dietler
/s/ Cannon Y. Harvey Director August 17, 1999
- ----------------------------
Cannon Y. Harvey
/s/ James H. Lee Director August 17, 1999
- ----------------------------
James H. Lee
/s/ J. J. Simmons, III Director August 17, 1999
- ----------------------------
J. J. Simmons, III
/s/ Craig D. Slater Director August 17, 1999
- ----------------------------
Craig D. Slater
/s/ Michael B. Yanney Director August 17, 1999
- ----------------------------
Michael B. Yanney
*By: /s/ Joan C. Sonnen
------------------------
Joan C. Sonnen
(as attorney-in-fact for
the person indicated)
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBITS
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1.1* -- Form of Underwriting Agreement.
1.2 -- Certificate of Registrant as to payment of additional
registration fee.
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.
24.1* -- Powers of Attorney.
24.2 -- Power of Attorney for Robert S. Boswell.
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* Incorporated by reference to the Company's Registration Statement on
Form S-3, as amended (No. 333-16125).
<PAGE>
Exhibit 1.2
CERTIFICATE OF
FOREST OIL CORPORATION
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Forest Oil Corporation (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on August 17, 1999:
(i) The Registrant has instructed its bank to wire transfer to
the Securities and Exchange Commission the requisite filing fee of
$2,719.00 in connection with its Registration Statement pursuant to
Rule 462(b) filed on August 17, 1999;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which
the wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on August 18, 1999 that its
bank has received such instructions.
FOREST OIL CORPORATION
By: /s/ Joan C. Sonnen
------------------------------------
Joan C. Sonnen
Vice President--Controller and
Corporate Secretary
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EXHIBIT 5
[VINSON & ELKINS L.L.P. LETTERHEAD]
August 17, 1999
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, CO 80202
Ladies and Gentlemen:
We have acted as counsel to Forest Oil Corporation, a New York
corporation ("Forest"), in connection with the preparation of the abbreviated
Registration Statement on Form S-3 (the "Registration Statement") filed on
August 17, 1999, with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to Forest's common stock, par
value $.10 per share ("Common Stock"), which securities shall be issued for
an aggregate public offering price of $9,778,125.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Restated Certificate of Incorporation and Bylaws
of Forest, each as amended to the date hereof, and such other certificates,
statutes and other instruments and documents as we considered appropriate for
purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will
have been prepared and filed with the Commission describing the Common Stock
offered thereby; (iii) the Common Stock will be issued and sold in compliance
with applicable federal and state securities laws and in the manner described
in the Registration Statement and the applicable Prospectus Supplement.
Based on the foregoing, we are of the opinion that:
1. Forest has been duly incorporated and is validly existing and in good
standing under the laws of the State of New York.
2. With respect to shares of Common Stock, when certificates
representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered upon payment of the consideration
therefor (not less than the par value of the Common Stock) provided for
therein, the shares of Common Stock will be duly authorized, validly issued,
fully paid and non-assessable.
The foregoing opinions are limited in all respects to the laws of the State
of New York and federal laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS
FOREST OIL CORPORATION
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Forest Oil Corporation of our report dated February 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
August 13, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 of Forest Oil Corporation 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 on Form 8-K/A of Forest Oil Corporation dated
February 3, 1998.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
August 17, 1999
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Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint William L. Dorn, David H.
Keyte and Joan C. Sonnen his true and lawful attorneys and agents (each with
the authority to act alone), to do any and all acts and things and to execute
any and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933 and/or the Securities Exchange Act of 1934, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing of any periodic reports, forms
or registration statements relating to Forest Oil Corporation or any
subsidiary thereof, including, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to any document to be filed with the Securities and Exchange
Commission; and (ii) to register or qualify any Securities for sale and to
register or license the Company as a broker or dealer in the Securities under
the securities or Blue Sky Laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of the Securities as
contemplated by a Registration Statement, including specifically, without
limitation, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky Laws for the purpose of
so registering or qualifying Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
23rd day of July, 1999.
/s/ Robert S. Boswell
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Robert S. Boswell
