SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANSCHUTZ PHILIP F

(Last)

(First)

(Middle)

555 SEVENTEENTH STREET

(Street)

DENVER

80210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOREST OIL CORP [ FST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		X		180	A	$26.0375	7,381,582	I	By the Anschutz Corporation
Common Stock								2,137	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	01/19/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	01/20/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/17/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	03/17/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/18/2005		J			113,040⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	03/18/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	113,040⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	113,040⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By The Anschutz Corporation⁽⁵⁾
Contract to Purchase	$26.0375	02/15/2005		X			180	12/07/2000	02/15/2005	Common Stock	180	$26.0375	0	I	By the Anschutz Corporation⁽⁵⁾

1. Name and Address of Reporting Person^*

ANSCHUTZ PHILIP F

(Last)

(First)

(Middle)

555 SEVENTEENTH STREET

(Street)

DENVER

80210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ANSCHUTZ CO

(Last)

(First)

(Middle)

555 SEVENTEENTH STREET

(Street)

DENVER

80210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ANSCHUTZ CORP

(Last)

(First)

(Middle)

555 SEVENTEENTH STREET

(Street)

DENVER

80201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On February 18, 2005, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 678,230 shares of common stock. The Contract provides that The Anschutz Corporation will deliver on each of six days in 2010 (each such day is referred to herein as a "Settlement Date"), a number of shares of common stock equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows:

2. (a) If the closing price (the "Settlement Price") of the common stock on the relevant Valuation Date (as hereinafter defined) is less than or equal to $36.8607 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $51.6050 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

3. The "Base Amount" for each of the first five Settlement Dates equals 113,038 and for the last Settlement Date equals 113,040. The Valuation Date for each Settlement Date is set forth in Column 6 of Table II of this Form 4 under "Expiration Date."

4. In consideration therefor, The Anschutz Corporation will receive on February 23, 2005 an aggregate purchase price of $20,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amounts and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 678,230 shares of common stock to secure its obligations under the Contract.

5. Philip F. Anschutz owns 100% of the capital stock of Anschutz Company, which owns 100% of the capital stock of The Anschutz Corporation. The Anschutz Corporation is the registered owner of the securities indicated.

Remarks:

	Thomas A. Richardson, as Attorney-in-Fact for Philip F. Anschutz, Anschutz Company and The Anschutz Corporation	02/23/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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