0001193125-12-271241.txt : 20120615 0001193125-12-271241.hdr.sgml : 20120615 20120614200126 ACCESSION NUMBER: 0001193125-12-271241 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120615 DATE AS OF CHANGE: 20120614 GROUP MEMBERS: HIGHLAND CRUSADER FUND GP, L.P GROUP MEMBERS: HIGHLAND CRUSADER GP LLC GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P GROUP MEMBERS: JAMES D. DONDERO GROUP MEMBERS: STRAND ADVISORS, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGIOTECH PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001096481 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78858 FILM NUMBER: 12908656 BUSINESS ADDRESS: STREET 1: 1618 STATION STREET CITY: VANCOUVER STATE: A1 ZIP: V6A 1B6 BUSINESS PHONE: 604-221-7676 MAIL ADDRESS: STREET 1: 1618 STATION STREET CITY: VANCOUVER STATE: A1 ZIP: V6A 1B6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 d365754dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Angiotech Pharmaceuticals, Inc.

(Name of Issuer)

 

 

 

Common shares, without par value

(Title of Class of Securities)

 

034918201

(CUSIP Number)

 

May 12, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x    Rule 13d-1(b)

x    Rule 13d-1(c)

¨    Rule 13d-1(d)

 

 

 

 


CUSIP No. 034918201   13G   Page 2 of 13

 

  1   

NAME OF REPORTING PERSONS

 

Highland Crusader Offshore Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

1,547,750**

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,547,750**

   8   

SHARED DISPOSITIVE POWER

 

0

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

2


CUSIP No. 034918201   13G   Page 3 of 13

 

  1   

NAME OF REPORTING PERSONS

 

Highland Crusader Fund GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,547,750**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,547,750**

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

3


CUSIP No. 034918201   13G   Page 4 of 13

 

  1   

NAME OF REPORTING PERSONS

 

Highland Crusader GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,547,750**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,547,750**

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

4


CUSIP No. 034918201   13G   Page 5 of 13

 

  1   

NAME OF REPORTING PERSONS

 

Highland Capital Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,547,750**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,547,750**

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

5


CUSIP No. 034918201   13G   Page 6 of 13

 

  1   

NAME OF REPORTING PERSONS

 

Strand Advisors, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,547,750**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,547,750**

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

6


CUSIP No. 034918201   13G   Page 7 of 13

 

  1   

NAME OF REPORTING PERSONS

 

James D. Dondero

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,547,750**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,547,750**

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,547,750**

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.3%**

12

 

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

7


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Highland Crusader Offshore Partners, L.P., a Bermuda limited partnership (the “Crusader Fund”), Highland Crusader Fund GP, L.P., a Delaware limited partnership and general partner of the Crusader Fund (the “Crusader GP”), Highland Crusader GP LLC, a Delaware limited liability company and general partner of the Crusader GP (the “Crusader LLC”), Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), and James D. Dondero (collectively, the “Reporting Persons”).

James D. Dondero is the President of Strand. Strand is the general partner of Highland Capital. Highland Capital serves as the advisor to the Crusader Fund, among other funds and managed accounts and sole member of the Crusader LLC. This Schedule 13G relates to common shares without par value (the “Common Shares”), of Angiotech Pharmaceuticals, Inc., a corporation organized under the Business Corporations Act of the Province of British Columbia (the “Issuer”), held by the Crusader Fund.

 

Item 1(a) Name of Issuer.

  Angiotech Pharmaceuticals, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

  1618 Station Street

  Vancouver, British Columbia, Canada VGA 1B6

 

Item 2(a) Name of Person Filing.

 

  (1) Highland Crusader Offshore Partners, L.P.
  (2) Highland Crusader Fund GP, L.P.
  (3) Highland Crusader GP LLC
  (4) Highland Capital Management, L.P.
  (5) Strand Advisors, Inc.
  (6) James D. Dondero

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

  For all Filers:

  300 Crescent Court, Suite 700

  Dallas, Texas 75201

 

Item 2(c) Citizenship or Place of Organization.

 

  (1) Highland Crusader Offshore Partners, L.P. is a Bermuda limited partnership
  (2) Highland Crusader Fund GP, L.P. is a Delaware limited partnership
  (3) Highland Crusader GP LLC is a Delaware limited liability company

 

8 of 13


  (4) Highland Capital Management, L.P. is a Delaware limited partnership.
  (5) Strand Advisors, Inc. is a Delaware corporation.
  (6) James D. Dondero is a U.S. citizen.

 

Item 2(d) Title of Class of Securities.

  Common Shares, without par value.

 

Item 2(e) CUSIP Number.

  034918201

 

Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

    (a)    ¨      Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
    (b)    ¨      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
    (c)    ¨      Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
    (d)    ¨      Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
    (e)    x      An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
    (f)    ¨      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
    (g)    x      A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
    (h)    ¨      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
    (i)    ¨      A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
  Company Act of 1940 (15 U.S.C. 80a-3).
    (j)    ¨      Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) The Crusader Fund is the beneficial owner of 1,547,750 Common Shares that it holds directly. The Crusader GP and the Crusader LLC may be deemed the beneficial owners of the 1,547,750 Common Shares held by the Crusader Fund as the general partner of the Crusader Fund and as the general partner of the general partner of the Crusader Fund, respectively.

As advisor to the Crusader Fund and sole member of the Crusader LLC, Highland Capital and Strand may be deemed the beneficial owners of the 1,547,750 Common Shares held by the Crusader Fund.

 

9 of 13


Mr. Dondero may be deemed the beneficial owner of the 1,547,750 Common Shares held by the Crusader Fund as President of Highland Capital.

 

  (b) The Crusader Fund, the Crusader GP, the Crusader LLC, Highland Capital and Strand may be deemed the beneficial owners of 12.3% of the outstanding Common Shares. This percentage was determined by dividing 1,547,750, the number of Common Shares held directly by the Crusader Fund, by 12,556,673, which is the number of Common Shares outstanding according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2012 filed with the Securities and Exchange Commission on May 15, 2012.

Mr. Dondero may be deemed the beneficial owner of 12.3% of the outstanding Common Shares. This percentage was determined by dividing 1,547,750, the number of Common Shares held directly by the Crusader Fund, by 12,556,673, which is the number of Common Shares outstanding according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2012 filed with the Securities and Exchange Commission on May 15, 2012.

 

  (c) The Crusader Fund has the sole power to vote and dispose of the 1,547,750 Common Shares that it holds directly. The Crusader GP, the Crusader LLC, Highland Capital and Strand have the shared power to vote and dispose of the 1,547,750 Common Shares held by the Crusader Fund. Mr. Dondero has the shared power to vote and dispose of the 1,547,750 Common Shares held by the Crusader Fund.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Strand is the parent holding company of Highland Capital, and Mr. Dondero is the control person of Strand.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

10 of 13


Item 10 Certification.

For the Crusader Fund, the Crusader GP and the Crusader LLC:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

For Highland Capital, Strand and Mr. Dondero:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits Exhibit 99-1

Joint Filing Agreement, dated June 12, 2012, between the Crusader Fund, the Crusader GP, the Crusader LLC, Highland Capital, Strand, and James D. Dondero.

 

11 of 13


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.

Date: June 12, 2012

 

HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.

By:

  Highland Crusader Fund GP, L.P., its general partner
    By:       Highland Crusader GP LLC, its general
    partner

By:

 

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

  By:  

/s/ Frank Waterhouse

  Name:   Frank Waterhouse
  Title:   Assistant Treasurer

HIGHLAND CRUSADER FUND GP, L.P.

By:  

Highland Crusader GP LLC, its general partner

By:

 

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

  By:  

/s/ Frank Waterhouse

  Name:   Frank Waterhouse
  Title:   Assistant Treasurer

HIGHLAND CRUSADER GP, LLC

By:

 

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

By:  

/s/ Frank Waterhouse

Name:  

Frank Waterhouse

Title:  

Assistant Treasurer

 

12 of 13


HIGHLAND CAPITAL MANAGEMENT, L.P.

By:

  Strand Advisors, Inc., its general partner
  By:  

/s/ Frank Waterhouse

    Name: Frank Waterhouse
    Title: Assistant Treasurer

 

STRAND ADVISORS, INC.

By:

 

/s/ Frank Waterhouse

 

Name: Frank Waterhouse

 

Title: Assistant Treasurer

 

/s/ James D. Dondero

James D. Dondero

 

13 of 13

EX-99.1 2 d365754dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares without par value, of Angiotech Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of June 12, 2012.

 

HIGHLAND CRUSADER OFFSHORE
PARTNERS, L.P.
By:  

Highland Crusader Fund GP, L.P., its

general partner

    By:  

    Highland Crusader GP LLC, its

    general partner

By:  

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

 

By:

   

/s/ Frank Waterhouse

 

Name:

    Frank Waterhouse
 

Title:

    Assistant Treasurer
HIGHLAND CRUSADER FUND GP, L.P.
By:  

    Highland Crusader GP LLC, its general

    partner

By:  

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

  By:    

/s/ Frank Waterhouse

  Name:    

Frank Waterhouse

  Title:    

Assistant Treasurer

HIGHLAND CRUSADER GP, LLC
By:  

Highland Capital Management, L.P.,

its sole member

    By:  

    Strand Advisors, Inc.,

    its general partner

By:  

/s/ Frank Waterhouse

Name:  

Frank Waterhouse

 
Title:  

Assistant Treasurer

 


HIGHLAND CAPITAL MANAGEMENT, L.P.
By:  

Strand Advisors, Inc., its general partner

 

By:

 

/s/ Frank Waterhouse

    Name: Frank Waterhouse
    Title: Assistant Treasurer
STRAND ADVISORS, INC.
By:  

/s/ Frank Waterhouse

Name: Frank Waterhouse
Title: Assistant Treasurer

/s/ James D. Dondero

James D. Dondero