-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrPrvQc87Y4QQVBV6L1f9pCfCjA4ctajEu/CqCESewOJ5OBBLT7PXFTJVBnTQyAz 4u/pgskQ4Kj+GaDF93TAyA== 0000950112-96-002630.txt : 19960806 0000950112-96-002630.hdr.sgml : 19960806 ACCESSION NUMBER: 0000950112-96-002630 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960805 SROS: NASD GROUP MEMBERS: ANSCHUTZ COMPANY GROUP MEMBERS: ANSCHUTZ CORP GROUP MEMBERS: PHILIP F. ANSCHUTZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250484900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10360 FILM NUMBER: 96603553 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: STE 2200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANSCHUTZ CORP CENTRAL INDEX KEY: 0000938691 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 840511138 STATE OF INCORPORATION: KS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032981000 MAIL ADDRESS: STREET 1: 2400 ANACONDA TOWER SEVENTEENTH ST CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 FOREST OIL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* FOREST OIL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value --------------------------------------------- (Title of Class of Securities) 346091101 -------------------- (CUSIP Number) Craig D. Slater Drake S. Tempest, Esq. The Anschutz Corporation O'Melveny & Myers LLP 2400 Anaconda Tower The Citicorp Center 555 Seventeenth Street 153 East 53rd Street, 54th Floor Denver, Colorado 80202 New York, New York 10022-4611 (303) 298-1000 (212) 326-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1996 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. -------------------- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP Number 346091101 ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Anschutz Corporation 84-0511138 ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS WC ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,134,888 ---------------------------------------- EACH REPORT- 9 SOLE DISPOSITIVE POWER ING PERSON 0 ---------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 11,134,888 ---------------------------------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,130,888 ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- Page 2 of 10 Pages ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anschutz Company 84-1179412 ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS WC ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,134,888 --------------------------------------- EACH REPORT- 9 SOLE DISPOSITIVE POWER ING PERSON 0 ---------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 11,134,888 --------------------------------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,134,888 ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- Page 3 of 10 Pages ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip F. Anschutz ###-##-#### ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS WC ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 834 --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,134,888 ---------------------------------------- EACH REPORT- 9 SOLE DISPOSITIVE POWER ING PERSON 834 ---------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 11,134,888 ---------------------------------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,135,722 ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- Page 4 of 10 Pages This Amendment No. 3 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"), 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. 3 reflects TAC's belief that the number of shares of Common Stock outstanding on June 30, 1996 was 24,598,059 shares. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information previously furnished in response to this item is amended to read as follows: Funds used to exercise the JEDI/Purchase Option and Tranche B Warrant in full, at a purchase price of $11.6385 per share or $26,186,625 in the aggregate, as described in the response to Item 4 of this Amendment No. 3, 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 March 5, 1996, TAC transferred to an employee of TAC, as compensation, 4,000 shares of Common Stock. The closing price of the Common Stock on March 5, 1996, as reported on NASDAQ/NMS, was $10.75 per share. On May 9, 1996, the Company issued to Anschutz 834 shares of Common Stock as a non-discretionary grant to a non- employee director pursuant to the Forest Oil Corporation Stock Incentive Plan, as amended and restated as of March 22, 1996 and approved by the shareholders of the Company on May 8, 1996. The price at which the shares were issued was $12.00 per share. On August 1, 1996, TAC exercised its rights under the JEDI/Purchaser Option to cause the issuance and delivery by the Company to TAC of 2,250,000 Tranche B Warrant Shares pursuant to the exercise in full of the Tranche B Warrant. Page 5 of 10 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information previously furnished in response to this item is amended to read as follows: After giving effect to the transactions described in the response to Item 4 of this Amendment No. 3: (i) TAC is the direct owner, and AC and Anschutz are indirect beneficial owners, of (A) 6,006,000 shares of Common Stock, (B) 620,000 shares of Second Series Convertible Preferred Stock of the Company (referred to the response to Item 4 as the Purchaser Preferred Shares, which are convertible into the 1,240,000 shares of Common Stock referred to in the response to Item 4 as the Purchaser Preferred Conversion Shares) and (C) Tranche A Warrants to acquire 3,888,888 shares of Common Stock (which are referred to in the response to Item 4 as Tranche A Warrant Shares); and (ii) Anschutz is the direct owner of 834 shares of Common Stock, which 6,006,834 shares of Common Stock in the aggregate that are directly owned by TAC or Anschutz, as the case may be, are approximately 21.1% of the shares of Common Stock that were outstanding on June 30, 1996 after giving effect to the issuance of 2,250,000 shares of Common Stock upon the exercise of the JEDI/Purchaser Option and the Tranche B Warrant. If effect were also given to the conversion of all 620,000 Purchaser Preferred Shares and the exercise of the Tranche A Warrant with respect to 3,888,888 Tranche A Warrant Shares, (i) TAC would be the direct owner, and AC and Anschutz the indirect beneficial owners, of 11,134,888 shares of Common Stock and (ii) Anschutz would be the direct owner of 834 shares of Common Stock, which 11,134,888 shares and 11,135,722 shares in the aggregate, respectively, are each approximately 34.8% of the shares of Common Stock that would be outstanding on June 30, 1996 after giving effect to the issuance of 5,128,888 additional shares of Common Stock upon such conversion of the Purchaser Preferred Shares and such exercise of the Tranche A Warrant. TAC and its affiliates, including, without limitation, AC and Anschutz, are subject to certain restrictions on the voting, acquisition and disposition of Page 6 of 10 Pages shares of Common Stock and other equity securities of the Company. Reference is made to Item 4 of the Schedule 13D, as amended by Amendment Nos. 1 and 2, for a summary of such restrictions, as well as to the Shareholders Agreement attached as Exhibit 5 to Amendment No. 1 and First Amendment to Shareholders Agreement attached as Exhibit 6 to Amendment No. 2, pursuant to which such restrictions have been imposed. Page 7 of 10 Pages 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. August 1, 1996 -------------------------- Date THE ANSCHUTZ CORPORATION By /s/ Philip F. Anschutz ------------------------------- Philip F. Anschutz, President S-1 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. August 1, 1996 -------------------- Date ANSCHUTZ COMPANY By /s/ Philip F. Anschutz ------------------------------ Philip F. Anschutz, President S-2 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. August 1, 1996 ------------------- Date By /s/ Philip F. Anschutz ------------------------ Philip F. Anschutz S-3 -----END PRIVACY-ENHANCED MESSAGE-----