S-3 1 a2040441zs-3.txt FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2001 REGISTRATION NO. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 of Incorporation) (I.R.S. Employer 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) N.W. WILSON, III SENIOR VICE PRESIDENT--LEGAL AFFAIRS 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 JEREMY W. DICKENS VINSON & ELKINS L.L.P. WEIL, GOTSHAL & MANGES LLP 666 Fifth Avenue, 26th Floor 767 Fifth Avenue New York, New York 10103 New York, New York 10153 (917) 206-8000 (212) 310-8000 (917) 206-8100 (fax) (212) 310-8007 (fax)
-------------------------- Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be 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, check the following box. /X/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ______ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, 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 ================================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(2) PRICE REGISTRATION FEE -------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.10 par value per share(1).................................. 8,890,727 shares $32.175 $286,059,141.23 $71,515 ================================================================================================================================
(1) Includes associated 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. (2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount of the registration fee; based on the average of the high and low prices on February 28, 2001, as reported on the New York Stock Exchange. 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 2, 2001 PROSPECTUS FOREST OIL CORPORATION 8,890,727 Shares of Common Stock This is an offering of shares of common stock of Forest Oil Corporation. This prospectus relates to 8,890,727 outstanding shares of common stock of Forest owned by the persons named in this prospectus under the caption "Selling Shareholders." Each selling shareholder may from time to time sell shares in negotiated transactions directly with purchasers, block or other institutional trades, or one or more underwritten public offerings. Forest will receive no part of the proceeds of any sales made by the selling shareholders. Forest will pay all expenses of registration incurred in connection with the offering, but the selling shareholders will pay all selling and certain other expenses. Forest's common stock is traded on the New York Stock Exchange under the Symbol "FST." On February 28, 2001, the last reported sales price of Forest's common stock on the NYSE was $32.30 per share. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------ Prospectus dated , 2001 TABLE OF CONTENTS
PAGE -------- About This Prospectus....................................... 1 Forest Oil Corporation...................................... 2 Use of Proceeds............................................. 2 Selling Shareholders........................................ 2 Plan of Distribution........................................ 3 Where You Can Find More Information......................... 4 Incorporation of Certain Documents by Reference............. 4 Legal Matters............................................... 5 Experts..................................................... 5
ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that Forest filed with the SEC utilizing a "shelf" registration process. Under this shelf registration process, the selling shareholders may offer from time to time up to 8,890,727 shares of Forest common stock. Each time shares of common stock are offered, Forest will provide you with a prospectus supplement that will describe, among other things, the specific amounts and price of the shares of common stock being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. Any statement that Forest makes in this prospectus will be modified or superseded by any inconsistent statement made in a prospectus supplement. You should read this prospectus together with additional information described under the heading "Where You Can Find More Information." 1 FOREST OIL CORPORATION Forest and its subsidiaries are engaged in the acquisition, exploration, exploitation, development, production and marketing of natural gas and crude oil in North America. Forest, which is a successor to a company formed in 1916, has been a publicly held company since 1969. Forest is active in several of the major exploration and producing regions of the United States and Canada. Forest's principal reserves and producing properties are located in the United States in the Gulf of Mexico, Louisiana, Texas, Alaska, Oklahoma and Wyoming and in Canada in Alberta and the Northwest Territories. Forest operates from production offices located in Denver, Colorado; Lafayette, Louisiana; Metairie, Lousiana; Anchorage, Alaska; and Calgary, Alberta, Canada. Forest's principal offices are located at 1600 Broadway, Suite 2200, Denver, Colorado 80202 (telephone: 303/812-1400). USE OF PROCEEDS All of the shares offered by this prospectus are being offered by the selling shareholders. Forest will receive no part of the proceeds of any sales made with this prospectus. A portion of the shares of common stock being offered with this prospectus may be shares that were issued to the selling shareholders upon conversion of warrants. Any proceeds to Forest for the conversion of warrants by the selling shareholders will be set forth in the related prospectus supplement. SELLING SHAREHOLDERS The following table sets forth: - the name of each selling shareholder; and - the number of shares and the percentage of common stock beneficially owned by each selling shareholder, if such selling shareholder owns more than one percent.
SHARES BENEFICIALLY OWNED -------------------- NAME NUMBER PERCENT ---- --------- -------- LB I Group, Inc............................................. 4,319,037 8.96% OCM Principal Opportunities Fund, L.P....................... 3,431,804 7.12% OCM Opportunities Fund II, L.P.............................. 1,122,981 2.33% Columbia/HCA Master Retirement Trust........................ 16,905 *
------------------------ * Less than 1% The prospectus supplement relating to any shares of common stock offered by the selling shareholders will set forth: - the number of shares of common stock being offered in the offering by each selling shareholder; and - the number of shares and the percentage of common stock to be beneficially owned by each selling shareholder upon completion of the offering, if such selling shareholder will own more than one percent. Forest and the selling shareholders are parties to a Registration Rights Agreement, dated as of July 10, 2000. All shares offered by the selling shareholders pursuant to this prospectus will be sold subject to the terms and conditions of the Registration Rights Agreement. Forest will pay all expenses in connection with the registration and sale of the shares, except any selling commissions or discounts allocable to sales of the shares, certain fees and disbursements of 2 counsel and other representatives of the selling shareholders, and any stock transfer taxes payable by reason of any such sale. PLAN OF DISTRIBUTION The selling shareholders may from time to time sell all or a portion of the shares of common stock covered by this prospectus in negotiated transactions directly with purchasers or in one or more underwritten public offerings. In addition, the selling shareholders may sell the shares through block or other institutional trades in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction. The selling shareholders currently intend to consult with Forest prior to offering any of their shares for sale. In effecting sales, brokers or dealers engaged by the selling shareholders or the purchasers of the shares may arrange for other brokers or dealers to participate in the sales process. The selling shareholders and any broker-dealers participating in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act and any profit on the sale of shares by the selling shareholders and any commissions or discounts given to any broker-dealers may be deemed to be underwriting commissions or discounts under the Securities Act. There can be no assurance that the selling shareholders will sell any or all of the shares offered by this prospectus. The names of the specific managing underwriter or underwriters, as well as other important information, will be set forth in a prospectus supplement. The discounts and commissions that the selling shareholders will allow or pay to the underwriters and the discounts and commissions that the underwriters may allow or pay to dealers or agents, if any, will be set forth in, or may be calculated from, the prospectus supplement. Forest has agreed to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act. Forest may also indemnify any brokers, underwriters, dealers or agents against certain liabilities, including liabilities under the Securities Act. Any underwriters, brokers, dealers and agents who participate in any sale of the shares offered by this prospectus may also engage in transactions with, or perform services for the selling shareholders or their affiliates or Forest in the ordinary course of business. Any underwriters, brokers or dealers who participate in the offering may engage in the following activities in accordance with applicable securities rules: - OVER-ALLOTMENTS INVOLVING SALES IN EXCESS OF THE OFFERING SIZE, CREATING A SHORT POSITION. Any underwriters, brokers or dealers may elect to reduce a short position by exercising some or all of any over-allotment option. - STABILIZING AND SHORT COVERING PURCHASES. Stabilizing bids to purchase the shares are permitted if they do not exceed a specified maximum price. After the distribution of shares has been completed, short covering purchases in the open market may also reduce the short position. These activities may cause the price of the shares to be higher than would otherwise exist in the open market. - PENALTY BIDS. Penalty bids permit any representatives to reclaim concessions from a syndicate member for the shares purchased in stabilizing or short covering transactions. The above-mentioned activities, which may be commenced and discontinued at any time, may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise. Also, prior to the pricing of the shares, and until such time when a stabilizing bid may have been made, some of the underwriters who are market makers in the shares may make bids for or purchases of shares subject to certain restrictions, known as passive market making activities. 3 WHERE YOU CAN FIND MORE INFORMATION This prospectus constitutes a part of a registration statement on Form S-3 filed with the SEC under the Securities Act. The registration statement on Form S-3, together with any amendments, are referred to in this prospectus as the registration statement. This prospectus does not contain all the information set forth in the registration statement and exhibits to the registration statement, and statements included in this prospectus as to the content of any contract or other document referred to are not necessarily complete. For further information, please review the registration statement and the exhibits and schedules filed with the registration statement. In each instance where a statement contained in this prospectus regards the contents of any contract or other document filed as an exhibit to the registration statement, reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, and those statements are qualified in all respects by this reference. Forest files annual, quarterly and special reports, proxy statements and other information with the SEC under the requirements of the Securities Exchange Act. The reports and other information Forest files electronically with the SEC are available to the public over the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any document Forest files with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the operation of the SEC's public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Forest also files information with the New York Stock Exchange. Reports, proxy statements and other information Forest files with the NYSE may be read and copied at 30 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC's rules allow Forest to "incorporate by reference" the information it files with the SEC, which means that Forest can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus, and information that Forest files later with the SEC will automatically update and supersede this information. Forest incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until the selling shareholders sell all of the common stock or terminate this offering: - Annual Report on Form 10-K/A for the year ended December 31, 1999; - Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; - Quarterly Report on Form 10-Q for the quarter ended June 30, 2000; - Quarterly Report on Form 10-Q for the quarter ended September 30, 2000; - Current Report on Form 8-K, dated July 10, 2000; - Current Report on Form 8-K, dated November 13, 2000; - Current Report on Form 8-K, dated November 17, 2000; - Current Report on Form 8-K/A, dated December 7, 2000; - Current Report on Form 8-K, dated February 14, 2001; and - Description of Forest's common stock contained in its Form 8-A dated October 20, 1997. 4 Forest will provide to each person to whom this prospectus is delivered a copy of any or all of the information that has been incorporated by reference in this prospectus, at no cost, upon written or oral request to: Corporate Secretary Forest Oil Corporation 1600 Broadway, Suite 2200 Denver, Colorado 80202 (303) 812-1400 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. Forest has not authorized anyone else to provide you with different information. The selling shareholders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of those documents. LEGAL MATTERS Vinson & Elkins L.L.P., New York, New York, has acted as Forest's counsel in connection with this offering and has issued an opinion regarding the validity of the issuance of the common stock offered by this prospectus. EXPERTS The consolidated financial statements of Forest Oil Corporation as of December 31, 1999 and 1998, and for each of the years in the three-year period ended December 31, 1999, have been incorporated by reference in this prospectus in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 5 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities covered by this registration statement, other than underwriting discounts and commissions. All of the expenses will be borne by the registrant. Registration fee............................................ $71,515 Fees and expenses of accountants............................ * Fees and expenses of legal counsel.......................... * Printing and engraving expenses............................. * Miscellaneous............................................... * ------- Total..................................................... $ * =======
------------------------ * To be filed by amendment. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721 through 725 of the Business Corporation Law of the State of New York (the "BCL"), in which the registrant is incorporated, permit New York corporations, acting through their boards of directors, to extend broad protection to their directors, officers and other employees by way of indemnity and advancement of expenses. These sections (1) provide that the statutory indemnification provisions of the BCL are not exclusive, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not entitled, (2) establish procedures for indemnification and advancement of expenses that may be contained in the certificate of incorporation or bylaws, or, when authorized by either of the foregoing, set forth in a resolution of the shareholders or directors or an agreement providing for indemnification and advancement of expenses, (3) apply a single standard for statutory indemnification for third-party and derivative suits by providing that indemnification is available if the director or officer acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation, and, in criminal actions, had no reasonable cause to believe that his conduct was unlawful, (4) eliminate the requirement for mandatory statutory indemnification that the indemnified party be "wholly" successful and (5) provide for the advancement of litigation expenses upon a receipt of an undertaking to repay such advance if the director or officer is ultimately determined not to be entitled to indemnification. Section 726 of the BCL permits the purchase of insurance to indemnify a corporation or its officers and directors to the extent permitted. Essentially, the amended BCL allows corporations to provide for indemnification of directors, officers and employees except in those cases where a judgment or other final adjudication adverse to the indemnified party establishes that the acts were committed in bad faith or were the result of active and deliberate dishonesty or that the indemnified party personally gained a financial profit or other advantage to which he was not legally entitled. Article IX of the Bylaws of the registrant contains very broad indemnification provisions that permit the registrant to avail itself of the amended BCL to extend broad protection to its directors, officers and employees by way of indemnity and advancement of expenses. It sets out the standard under which the registrant will indemnify directors and officers and provides for reimbursement in such instances, for the advancement or reimbursement for expenses reasonably incurred in defending an II-1 action, and for the extension of indemnity to persons other than directors and officers. It also establishes the manner of handling indemnification when a lawsuit is settled. It is not intended that this Bylaw is an exclusive method of indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth above, any charter provision, bylaw, contract, arrangement, statute, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS. The following documents are filed as exhibits to this registration statement or incorporated herein by reference to a prior filing of the registrant under the Securities Act or the Exchange Act as indicated in parentheses:
EXHIBIT NUMBER EXHIBIT --------------------- ------------------------------------------------------------ 4.1 Restated Certificate of Incorporation of Forest Oil Corporation dated October 14, 1993, incorporated herein by reference to Exhibit 3(i) to Form 10-Q for Forest Oil Corporation for the quarter ended September 30, 1993 (File No. 0-4597). 4.2 Certificate of Amendment of the Restated Certificate of Incorporation dated as of July 20, 1995, incorporated herein by reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 1995 (File No. 0-4597). 4.3 Certificate of Amendment of the Certificate of Incorporation dated as of July 26, 1995, incorporated herein by reference to Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 1995 (File No. 0-4597). 4.4* Bylaws of Forest Oil Corporation restated as of February 14, 2001. 4.5 Rights Agreement between Forest Oil Corporation and Mellon Securities Trust Company, as Rights Agent, dated as of October 14, 1993, incorporated herein by reference to Exhibit 4.3 to Form 10-Q for Forest Oil Corporation for the quarter ended September 30, 1993 (File No. 0-4597). 4.6 Amendment No. 1, dated as of July 27, 1995, to Rights Agreement, dated as of October 14, 1993, between Forest Oil Corporation and Mellon Securities Trust Company, incorporated herein by reference to Exhibit 99.5 of Form 8-K for Forest Oil Corporation, dated October 11, 1995 (File No. 0-4597). 4.7 Amendment No. 2, dated as of June 25, 1998, to Rights Agreement, dated as of October 14, 1993, between Forest Oil Corporation and Mellon Securities Trust Company, incorporated herein by reference to Exhibit 99.1 of Form 8-K for Forest Oil Corporation, dated June 25, 1998 (File No. 1-13515).
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EXHIBIT NUMBER EXHIBIT --------------------- ------------------------------------------------------------ 4.8 Amendment No. 3, dated as of September 1, 1998, to Rights Agreement, dated as of October 14, 1993, between Forest Oil Corporation and Mellon Securities Trust Company, incorporated herein by reference to Exhibit 4.13 of Registration Statement on Form S-4 (Reg. No. 333-49376). 4.9 Amendment No. 4, dated as of July 10, 2000, to Rights Agreement, dated as of October 14, 1993, between Forest Oil Corporation and Mellon Securities Trust Company, incorporated herein by reference to Exhibit 4.14 of Registration Statement on Form S-4 (Reg. No. 333-49376). 4.10 Registration Rights Agreement, dated as of July 10, 2000, by and between Forest Oil Corporation and the other signatories thereto, incorporated herein by reference to Exhibit 4.15 of Registration Statement on Form S-4 (Reg. No. 333-49376). 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 Vinson & Elkins L.L.P. (to be included in Exhibit 5). 24 Powers of Attorney (included on page II-5 of this Registration Statement).
------------------------ * To be filed by amendment. ** Filed herewith. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED HOWEVER, that the undertakings set forth in paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-3 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) The undersigned registrant hereby undertakes that: (1) That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 1st day of March, 2001. FOREST OIL CORPORATION By: /s/ ROBERT S. BOSWELL ----------------------------------------- Robert S. Boswell, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following person in the capacities and on the dates indicated. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Newton W. Wilson III and Joan C. Sonnen and each of them, either one of whom may act without the joinder of the other, as his or her true and lawful attorney-in-fact to sign on his or her behalf and in the capacity stated below and to file any and all amendments on his or her behalf and in the capacity stated below and to file any and all amendments and post-effective amendments to this registration statement, with all exhibits thereto, with the Securities and Exchange Commission, which amendment or amendments may make such changes and additions to this registration statement as such attorney-in-fact may deem necessary or appropriate. Chairman and Chief /s/ ROBERT S. BOSWELL Executive Officer ------------------------------------------- (Principal Executive March 1, 2001 Robert S. Boswell Officer) Executive Vice President /s/ DAVID H. KEYTE and Chief Financial ------------------------------------------- Officer (Principal March 1, 2001 David H. Keyte Financial Officer) /s/ JOAN C. SONNEN Vice President--Controller ------------------------------------------- (Principal Accounting March 1, 2001 Joan C. Sonnen Officer) /s/ PHILIP F. ANSCHUTZ ------------------------------------------- Director March 1, 2001 Philip F. Anschutz /s/ WILLIAM L. BRITTON ------------------------------------------- Director March 1, 2001 William L. Britton
II-5 /s/ CORTLANDT S. DIETLER ------------------------------------------- Director March 1, 2001 Cortlandt S. Dietler /s/ DOD A. FRASER ------------------------------------------- Director March 1, 2001 Dod A. Fraser /s/ CANNON Y. HARVEY ------------------------------------------- Director March 1, 2001 Cannon Y. Harvey /s/ FORREST E. HOGLUND ------------------------------------------- Director March 1, 2001 Forrest E. Hoglund /s/ STEPHEN A. KAPLAN ------------------------------------------- Director March 1, 2001 Stephen A. Kaplan /s/ JAMES H. LEE ------------------------------------------- Director March 1, 2001 James H. Lee ------------------------------------------- Director March 1, 2001 J.J. Simmons, III /s/ CRAIG D. SLATER ------------------------------------------- Director March 1, 2001 Craig D. Slater /s/ MICHAEL B. YANNEY ------------------------------------------- Director March 1, 2001 Michael B. Yanney
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