-----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, BdcglRP4f5XhPsleXswoZmqdW2kJU8WYoijUVEzZNLZFEL//Gm568vER23KAlnzP MQ32l0mjOIROe9mjzGbmzg== 0000950142-07-002107.txt : 20070831 0000950142-07-002107.hdr.sgml : 20070831 20070831174532 ACCESSION NUMBER: 0000950142-07-002107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070830 FILED AS OF DATE: 20070831 DATE AS OF CHANGE: 20070831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095382 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Holdings, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095383 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095385 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095386 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095387 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095389 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXCO RESOURCES INC CENTRAL INDEX KEY: 0000316300 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741492779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143682084 MAIL ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM EXCO Holdings, LLC CENTRAL INDEX KEY: 0001395116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095384 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings, L.P. CENTRAL INDEX KEY: 0001403527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095381 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 071095388 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 4 1 form4_xco083007aex.xml FORM 4 X0202 4 2007-08-30 0 0000316300 EXCO RESOURCES INC XCO 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVE LOS ANGELES CA 90071 1 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001395116 OCM EXCO Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403382 Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Nonqualified Stock Options 16.24 2007-08-30 4 A 0 50000 0 A 2017-08-29 Common Stock 50000 100000 I See footnotes Series B 7.0% Cumulative Conv. Perpetual Preferred Stock 2007-08-13 4 J 0 5850 10000 A Common Stock 5850 I See footnotes Series A-1 Hybrid Stock 2007-08-30 4 A 0 24150 10000 A Common Stock 24150 I See footnotes Series A-1 Hybrid Stock 2007-08-30 4 A 0 24150 10000 A Common Stock 24150 I See footnotes This Form 4 is being filed by:(i) OCM Principal Opportunities Fund IV Delaware, L.P.("Fund IV Delaware"); (ii) OCM Principal Opportunities Fund IV Delaware GP Inc.("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware; (iii) OCM Principal Opportunities Fund IV, L.P.("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (iv) OCM Principal Opportunities Fund IV GP, L.P.("Fund IV GP"); (v) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP; (vi) OCM Principal Opportunities Fund III ("Fund III"); (vii) OCM Principal Opportunities Fund IIIA, L.P.("Fund IIIA"); (viii) OCM Principal Opportunities Fund III GP, LLC ("Fund III GP"), in its capacity as general partner of Fund III and Fund IIIA; and (ix) Oaktree Fund GP I, L.P.("GP I"), in its capacity as sole shareholder of Fund IV GP Ltd. and the managing member of Fund III GP. This Form 4 is also being filed by (i) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I; (ii) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; (xii) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I; (iii) OCM EXCO Holdings, LLC ("OCM EXCO"); (iv) Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC) ("Oaktree LP"), in its capacity as manager of OCM EXCO; (v) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; (vi) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc.; and (vii) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as holder of a majority of the voting units of OCG. This Form 4 is also being filed by Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as general partner of OCGH (each of Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., Fund III, Fund IIIA, Fund III GP, GP I, Capital I, Holdings I, Holdings, OCM EXCO, Oaktree LP, Holdings Inc., OCG, OCGH and OCGH GP, a "Reporting Person" and collectively, the "Reporting Persons"). The addition of Reporting Persons who were not previously filers of the Form 4/A filed with the Securities and Exchange Commission ("SEC") on April 9, 2007 is being made to reflect the internal corporate restructuring of Oaktree Capital Management, LLC on May 25, 2007. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Fund IV Delaware, Fund III, Fund IIIA and OCM EXCO with respect to their respective direct holdings, disclaims beneficial ownership the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4. The Reporting Persons, other than Fund III GP, Fund III and Fund IIIA, may be deemed a director by virtue of their right to elect representatives to serve on the Issuer's board of directors. Rajath Shourie, who was elected to serve on the Issuer's board of directors on August 30, 2007, and Vincent J. Cebula, both Managing Directors of Oaktree LP, currently serve as directors on the Issuer's board of directors. Mr. Shourie holds these stock options to purchase 50,000 shares of Common Stock of the Issuer for the benefit of certain funds managed by Oaktree LP (collectively, the "Oaktree Funds"). Pursuant to the policies of Oaktree LP, Mr. Shourie must hold the options on behalf of and for the sole benefit of the Oaktree Funds and is assigning all economic, pecuniary, and voting rights to the Oaktree Funds. The Reporting Persons, other than the Oaktree Funds, disclaim beneficial ownership of these securities and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of any securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein. The stock options vest in four equal annual installments with the first installment vesting on August 30, 2007. Each share of Series B 7.0% Cumulative Convertible Perpetual Preferred Stock ("Convertible Preferred Stock") is convertible at any time at the holder's election into a number of shares of Common Stock equal to the quotient of the then-current liquidation preference divided by the then-current conversion price. Initially, the liquidation preference is $10,000 per share, subject to increase if the Issuer elects to add accrued dividends to the liquidation preference in lieu of cash payments, and the conversion price is $19.00 per share, subject to adjustment for certain events. As of the date of this Form 4, the 5,850 shares of Convertible Preferred Stock held by Fund IV Delaware are convertible into 3,078,947 shares of Common Stock. The 5,850 shares of Convertible Preferred Stock and 24,500 shares of Series A-1 Hybrid Preferred Stock (the "Hybrid Preferred Stock") reported here were acquired by Fund IV on March 30, 2007, as reported in the Form 4/A filed with the SEC on April 9, 2007. As of August 13, 2007, Fund IV transferred all such shares of Convertible Preferred Stock Hybrid Preferred Stock it held to Fund IV Delaware. The Reporting Persons, other than Fund IV Delaware, disclaim beneficial ownership of these securities and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of these securities, except to the extent of any indirect pecuniary interest therein. The shares of Convertible Preferred Stock and, after giving effect to the approval by the Issuer's stockholders on August 30, 2007 (the "Stockholder Approval"), Hybrid Preferred Stock have no expiration date. The Hybrid Preferred Stock was not originally convertible into shares of Common Stock. After giving effect to the Stockholder Approval, each share Hybrid Preferred Stock is now convertible at any time at the holder's election into a number of shares of Common Stock equal to the quotient of the then-current liquidation preference divided by the then-current conversion price. Initially, the liquidation preference is $10,000 per share, subject to increase if the Issuer elects to add accrued dividends to the liquidation preference in lieu of cash payments, and the conversion price is $19.00 per share, subject to adjustment for certain events. As of the date of this Form 4, the 48,300 shares of Hybrid Preferred Stock held in aggregate by Fund IV Delaware and OCM EXCO are convertible into 25,421,052 shares of Common Stock. The 24,150 shares of Hybrid Preferred Stock reported here were acquired by OCM EXCO on March 30, 2007, as reported in the Form 4/A filed with the SEC on April 9, 2007. The Reporting Persons, other than OCM EXCO, disclaim beneficial ownership of these shares of Hybrid Preferred Stock and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of these shares of Hybrid Preferred Stock, except to the extent of any indirect pecuniary interest therein. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by the Reporting Persons listed in Footnotes 2 and 3, above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 1, above. Both filings relate to the same series of transactions described above. See Signatures included in Exhibit 99.1 2007-08-31 EX-99 2 ex99-1form4_xco083007a.txt EXHIBIT 99.1 EXHIBIT 99.1 This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071. Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC Date of Event Requiring Statement: AUGUST 30, 2007 Issuer Name and Ticker or Trading Symbol: XCO OAKTREE CAPITAL I, L.P. By: OCM Holdings I, LLC Its: General Partner By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OCM HOLDINGS I, LLC By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OAKTREE HOLDINGS, LLC By: Oaktree Capital Group, LLC Its: Managing Member By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OCM EXCO HOLDINGS, LLC By: Oaktree Capital Management, L.P., Its: Manager By: /s/ Rajath Shourie ------------------------------ Name: Rajath Shourie Title: Managing Director By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Senior Vice President, Legal OAKTREE CAPITAL MANAGEMENT, L.P. By: /s/ Rajath Shourie ------------------------------ Name: Rajath Shourie Title: Managing Director By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Senior Vice President, Legal OAKTREE HOLDINGS, INC. By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Sole Director, Vice President and Secretary By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP, LLC By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki ------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP HOLDINGS, L.P. By: Oaktree Capital Group Holdings GP, LLC Its: General Partner By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Managing Director and General Counsel By: /s/ Richard Ting ------------------------------- Name: Richard Ting Title: Senior Vice President OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Todd Molz ------------------------------ Name: Todd Molz Title: Managing Director and General Counsel By: /s/ Richard Ting ------------------------------- Name: Richard Ting Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----