SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
--
FOREST OIL CORPORATION
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
346091606
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(CUSIP Number)
Cannon Y. Harvey Robert M. Swysgood
c/o The Anschutz Corporation c/o The Anschutz Corporation
555 Seventeenth Street 555 Seventeenth Street
Suite 2400 Suite 2400
Denver, Colorado 80202 Denver, Colorado 80202
(303) 298-1000 (303) 298-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 22, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 9
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CUSIP Number: 346091606
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Anschutz Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC; PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 19,734,688
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
19,734,688
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,734,688
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.7%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2 of 9
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CUSIP Number: 346091606
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Anschutz Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC; PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 19,734,688
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
19,734,688
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,734,688
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.7%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 3 of 9
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CUSIP Number: 346091606
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip F. Anschutz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC; PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,375
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 19,734,688
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,375
----------------------------------
10 SHARED DISPOSITIVE POWER
19,734,688
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,738,063
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.7%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 4 of 9
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This Amendment No. 12 to Schedule 13D (the "Schedule 13D"), which was
filed on May 26, 1995, by The Anschutz Corporation ("TAC"), Anschutz Company
("AC") and Philip F. Anschutz ("Anschutz"), and which relates to shares of
Common Stock, par value $.10 per share ("Common Stock"), of Forest Oil
Corporation (the "Company"), as amended by Amendment No. 1, which was filed on
July 28, 1995 (the "Amendment No. 1"), as further amended by Amendment No. 2,
which was filed on February 7, 1996 (the "Amendment No. 2"), as further amended
by Amendment No. 3, which was filed on August 5, 1996 (the "Amendment No. 3"),
as further amended by Amendment No. 4, as filed on November 8, 1996 (the
"Amendment No. 4") , as further amended by Amendment No. 5, as filed on August
28, 1997 (the "Amendment No. 5"), as further amended by Amendment No. 6, as
filed on January 20, 1998 (the "Amendment No. 6"), as further amended by
Amendment No. 7, as filed on May 15, 1998 (the "Amendment No. 7"), as further
amended by Amendment No. 8, which was filed on July 8, 1998 (the "Amendment No.
8"), as further amended by Amendment No. 9, which was filed on August 25, 1998
(the "Amendment No. 9"), as further amended by Amendment No. 10, which was filed
on September 1, 1998 (the "Amendment No. 10"), as further amended by Amendment
No. 11 which was filed on September 4, 1998 (the "Amendment No. 11"), hereby
further amends Items 3, 4 and 5 of the Schedule 13D. Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the same meaning as
set forth in the Schedule 13D, as so amended.
This Amendment No. 12 reflects TAC's belief that the number of shares
of Common Stock outstanding on February 29, 2000 was 53,805,809 shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATON
Funds used to purchase the 1,850,400 shares of Common Stock referred to
below in Item 5 were provided by cash and short-term investments of TAC.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On May 10, 1999, the Company issued to Anschutz 1,077 shares of Common
Stock pursuant to a non-discretionary grant under the Forest Oil Corporation
Stock Incentive Plan, as amended and restated as of March 22, 1996 and approved
by the stockholders of Forest Oil Corporation on May 8, 1996 and May 14, 1997
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
On September 22, 1998, TAC acquired 3,500 shares of Common Stock at
$10.00 per share in a market transaction effected on the New York Stock
Exchange. On October 9, 1998, TAC acquired 39,500 shares of Common Stock at
$8.82 per share in a market transaction effected on the New York Stock Exchange.
On October 13, 1998, TAC acquired 22,000 shares of Common Stock at $9.25 per
share in a market transaction effected on the New York Stock Exchange. On
February 22, 2000, TAC acquired 650,000 shares of Common Stock at $7.61 per
share in a market transaction effected on the New York Stock Exchange. On
February 23, 2000, TAC acquired 625,000 shares of Common Stock at $7.53 per
share in a market transaction effected on the New York Stock Exchange. On
February 24, 2000, TAC acquired 509,400 shares of Common Stock at $7.50 per
share in a market transaction effected on the New York Stock Exchange. On March
9, 2000, TAC acquired 1,000 shares of Common Stock at $8.87 per share in a
market transaction effected on the New York Stock Exchange.
Page 5 of 9
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As of the date of this Amendment No. 12, and after giving effect to the
purchases referred to in the preceding paragraph and the transaction described
in response to Item 4 of this Amendment 12:
(i) TAC is the direct beneficial owner, and AC and Anschutz
are indirect beneficial owners, of 19,734,688 shares of Common Stock; and
(ii) Anschutz is the direct beneficial owner of 3,375 shares
of Common Stock,
which 19,738,063 shares of Common Stock in the aggregate are approximately 36.7%
of the shares of Common Stock that TAC believes were outstanding on February 29,
2000.
TAC and its affiliates, including, without limitation, AC and Anschutz,
are subject to certain restrictions on the voting, acquisition and disposition
of shares of Common Stock and other equity securities of the Company. Reference
is made to Item 4 of the Schedule 13D, as amended by Amendment Nos. 1, 2 and 7,
for a summary of such restrictions, as well as to the Shareholders Agreement
attached as Exhibit 6 to Amendment No. 2, Exhibit 8 to Amendment No. 7, Exhibit
99.3 to the Current Report on Form 8-K of the Company filed with the SEC on July
9, 1998, which is incorporated herein by reference as Exhibit 9 to the Schedule
13D, and Exhibit 99.1 to Amendment No. 10, pursuant to which such restrictions
have been imposed.
Page 6 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 10, 2000
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Date
ANSCHUTZ COMPANY
By: Philip F. Anschutz
Chairman
By: /s/ ROBERT M. SWYSGOOD
--------------------------
Robert M. Swysgood (**)
Attorney-in-fact
(**) Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 12 to the Schedule 13D on his behalf as an
individual, on his behalf as Chairman of Anschutz Company, and on his behalf as
Chairman of The Anschutz Corporation. A copy of the power of attorney has been
filed with the Securities and Exchange Commission as an Exhibit to a Form 4
filed on March 10, 2000, and is hereby incorporated by reference to this
Amendment No. 12 to the Schedule D.
Page 7 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct
March 10, 2000
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Date
THE ANSCHUTZ CORPORATION
By: Philip F. Anschutz
Chairman
By: /s/ ROBERT M. SWYSGOOD
---------------------------
Robert M. Swysgood (**)
Attorney-in-fact
(**) Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 12 to the Schedule 13D on his behalf as an
individual, on his behalf as Chairman of Anschutz Company, and on his behalf as
Chairman of The Anschutz Corporation. A copy of the power of attorney has been
filed with the Securities and Exchange Commission as an Exhibit to a Form 4
filed on March 10, 2000, and is hereby incorporated by reference to this
Amendment No. 12 to the Schedule D.
Page 8 of 9
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 10, 2000
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Date
PHILIP F. ANSCHUTZ
By: /s/ ROBERT M. SWYSGOOD
---------------------------
Robert M. Swysgood (**)
Attorney-in-fact
(**)Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 12 to the Schedule 13D on his behalf as an
individual, on his behalf as Chairman of Anschutz Company, and on his behalf as
Chairman of The Anschutz Corporation. A copy of the power of attorney has been
filed with the Securities and Exchange Commission as an Exhibit to a Form 4
filed on March 10, 2000, and is hereby incorporated by reference to this
Amendment No. 12 to the Schedule D.
Page 9 of 9
