-----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, S0vm4o4B1fFLqFbBzcoXN17KKUIj3FRW2HeeczY43BTbn+yP1FsPgm7UxaxVTYt7 tdnmDSymEKrN5H3x35qaNw== /in/edgar/work/20000915/0001068590-00-000024/0001068590-00-000024.txt : 20000923 0001068590-00-000024.hdr.sgml : 20000923 ACCESSION NUMBER: 0001068590-00-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000915 GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT LLC /ADV GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGENEX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012270 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 521758016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47825 FILM NUMBER: 723694 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 BUSINESS PHONE: 2155797388 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0000943457 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 954521152 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FLR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE ST STREET 2: 22ND FL CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 0001.txt RULE 13D-101 FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1) COLLAGENEX PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 19419B100 (CUSIP Number) OAKTREE CAPITAL MANAGEMENT, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attention: Kenneth Liang, Esquire Managing Director and General Counsel (213) 830-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: DECHERT 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Attention: Donna E. Ostroff, Esquire (215) 994-4000 June 30, 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 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 / /. 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 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). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 19419B100 Page 2 of 7 Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OAKTREE CAPITAL MANAGEMENT, LLC I.R.S. ID NO. 95-452-1152 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,743,214 (1,609,090 of which are OWNED BY issuable upon the conversion EACH REPORTING of 177,000 shares of Series D PERSON WITH Cumulative Convertible Preferred Stock) 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,743,214 (1,609,090 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Convertible Preferred Stock) - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,743,214 (1,609,090 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Convertible Preferred Stock) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% of Common Stock (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO, IA - ------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 19419B100 Page 4 of 7 Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCM PRINCIPAL OPPORTUNITIES FUND, L.P. I.R.S. ID NO. 95-459-3041 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,743,214 (1,609,090 of which are OWNED BY issuable upon the conversion of 177,000 EACH shares of Series D Cumulative REPORTING Convertible Preferred Stock) PERSON WITH 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,743,214 (1,609,090 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Convertible Preferred Stock) - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,743,214 (1,609,090 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Convertible Preferred Stock) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% of Common Stock (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- SCHEDULE 13D This Amendment No. 1 amends and supplements the Statement on Schedule 13D (as amended and supplemented, the "Schedule 13D") filed with the Securities and Exchange Commission on May 21, 1999 by Oaktree Capital Management, LLC ("Oaktree") and OCM Principal Opportunities Fund, L.P. (the "Principal Opportunities Fund") relating to the common stock, $0.01 par value per share (the "Common Stock") and the Series D Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock") of CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended to include: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Certificate of Designation, Preferences and Rights of Series D Cumulative Convertible Preferred Stock of the Issuer (the "Certificate of Designation"), the holders of Series D Preferred Stock are entitled to receive when, as and if declared by the Board of Directors of the Issuer, dividends on each share of Series D Preferred Stock. Pursuant to the Certificate of Designation, Oaktree has received three dividend payments of Common Stock totaling One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124) shares. Oaktree will be entitled to receive future dividend payments of Common Stock under the Certificate of Designation. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Principal Opportunities Fund owns and has sole power to vote and dispose of One Hundred Seventy Seven Thousand (177,000) shares of Series D Preferred Stock (approximately Eighty Eight and One-Half Percent (88.5%) of the outstanding shares of Series D Preferred Stock). The Principal Opportunities Fund owns and has the sole power to vote and dispose of One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124) shares of Common Stock (approximately One and Three-Tenths Percent (1.3%) of the outstanding shares of the Issuer's Common Stock). If the Principal Opportunities Fund chooses to convert the shares of Series D Preferred Stock into shares of Common Stock, the Principal Opportunities Fund will own and have sole power to vote and dispose of One Million Seven Hundred Forty Three Thousand Two Hundred Fourteen (1,743,214) shares of Common Stock (approximately Sixteen and Eight-Tenths Percent (16.8%) of the outstanding shares of Common Stock). Oaktree, in its capacity as the general partner of the Principal Opportunities Fund may be deemed to own One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124) shares of Common Stock of the Issuer (approximately One and Three-Tenths Percent (1.3%) of the Outstanding shares of the Issuer's Common Stock). If the Principal Opportunities Fund chooses to convert the shares of Series D Preferred Stock into shares of Common Stock, Oaktree, in its capacity as general partner of the Principal Opportunities Fund may be deemed to beneficially own One Million Seven Hundred Forty Three Thousand Two Hundred Fourteen (1,743,214) shares of Common Stock (approximately Sixteen and Eight-Tenths Percent (16.8%) of the outstanding shares of Common Stock). Stephen A. Kaplan, a principal of Oaktree and a portfolio manager of the Principal Opportunities Fund, individually owns and has the sole power to vote and dispose of approximately Three Thousand (3,000) shares of Common Stock of the Issuer (approximately Three-Hundredths of a Percent (0.03%) of the outstanding shares of the Issuer's Common Stock). Mr. Kaplan acquired these securities in transactions prior to and unrelated to the Purchase Agreement. The securities owned by Mr. Kaplan in his capacity as an individual are not covered by this Schedule 13D. (b) Oaktree has discretionary authority and control over all of the assets of the Principal Opportunities Fund pursuant to its status as general partner, including power to vote and dispose of the Issuer's Series D Preferred Stock or the Issuer's Common Stock. Therefore, as of the date hereof, Oaktree has the power to vote and dispose of One Hundred Seventy Seven Thousand (177,000) shares of the Issuer's Series D Preferred Stock and One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124) shares of the Issuer's Common Stock. Alternatively, upon the conversion of the shares of Series D Preferred Stock into shares of Common Stock, Oaktree will have the power to vote and dispose of One Million Seven Hundred Forty Three Thousand Two Hundred Fourteen (1,743,214) shares of the Issuer's Common Stock. (c) Oaktree, as general partner of the Principal Opportunities Fund, may be deemed to beneficially own the shares of the Issuer's Series D Preferred Stock which are acquired by the Principal Opportunities Fund. Oaktree and each of the individuals listed in Item 2 disclaims ownership of the shares of the Issuer's Common Stock and Series D Preferred Stock held by the Principal Opportunities Fund and the filing of this Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Schedule 13D. Immediately below is a description of the dividend payments made under the Certificate of Designation since May 21, 1999. Dividend, June 30, 1999: 18,859 shares of Common Stock Dividend, December 21, 1999: 34,680 shares of Common Stock Dividend, June 30, 2000: 80,585 shares of Common Stock Total: 134,124 shares of Common Stock Except as disclosed in this Schedule 13D, to the knowledge of Oaktree and the Principal Opportunities Fund, none of the persons named in Item 2 beneficially owns any shares of the Issuer's Common Stock, nor have any transactions in Issuer's Common Stock been effected by any of the persons named in Item 2 during the past 60 days. In addition, no other person is known by Oaktree and Principal Opportunities Fund to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. (d) None. (e) Not applicable. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. In executing this statement, the undersigned agree, to the extent required by Rule 13d-1(f), that this statement is being filed on behalf of each of the reporting persons herein. Dated: September 14, 2000 OAKTREE CAPITAL MANAGEMENT, LLC By: /s/ Kenneth Liang Name: Kenneth Liang Title: Managing Director and General Counsel OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By: Oaktree Capital Management, LLC, its General Partner By: /s/ Kenneth Liang Name: Kenneth Liang Title: Managing Director and General Counsel
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