-----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, VDHNsdegtqkJSkIx7v1W73/LAS0+G+nZa/Lv98hrWVfsU4gB0lvLYwClYviMNiDp mgvoXjxCUzqBnkKShiJIUA== 0001019056-00-000148.txt : 20000313 0001019056-00-000148.hdr.sgml : 20000313 ACCESSION NUMBER: 0001019056-00-000148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000310 GROUP MEMBERS: ANSCHUTZ COMPANY GROUP MEMBERS: ANSCHUTZ PHILIP F GROUP MEMBERS: THE ANSCHUTZ CORPORATION 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: SEC FILE NUMBER: 005-10360 FILM NUMBER: 566469 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: 2200 COLORADO STATE BANK BLDG CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANSCHUTZ PHILIP F CENTRAL INDEX KEY: 0000944423 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ANSCHUTZ CO STREET 2: 555 SEVENTEENTH ST STE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032981000 MAIL ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH ST STREET 2: C/O ANSCHUTZ CO STE 2400 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 12 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* -- FOREST OIL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.10 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 346091606 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 22, 2000 - -------------------------------------------------------------------------------- (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 CUSIP Number: 346091606 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Anschutz Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC; PF - -------------------------------------------------------------------------------- 5 CHECK 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 ---------------------------------- 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 ---------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,734,688 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 2 of 9 CUSIP Number: 346091606 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Anschutz Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC; PF - -------------------------------------------------------------------------------- 5 CHECK 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 ---------------------------------- 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 ---------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,734,688 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 3 of 9 CUSIP Number: 346091606 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Philip F. Anschutz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC; PF - -------------------------------------------------------------------------------- 5 CHECK 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 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 ---------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,738,063 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 4 of 9 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 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 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 - -------------- 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 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 - -------------- 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 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 - -------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----