-----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, VgiGtog4j6BISQ8pqILqcImcCBTKvqctjQFGJ5afnJ3KLfBV82vBdNgJZfQBfLvu JGVeC+OxEuvy2mi2qhWTCQ== 0001104659-05-049230.txt : 20051019 0001104659-05-049230.hdr.sgml : 20051019 20051019214129 ACCESSION NUMBER: 0001104659-05-049230 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051017 FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 2002 BUSINESS ADDRESS: STREET 1: 5885 LANDERBROOK DRIVE STREET 2: SUITE 150 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4407531490 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND II LP CENTRAL INDEX KEY: 0001049809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 051146158 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OCM OPPORTUNITIES FUND II LP DATE OF NAME CHANGE: 19971114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 051146159 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 2: 333 S GRAND AVE 28TH FL CITY: LOS ANGLES STATE: CA ZIP: 90071 4 1 a4.xml 4 X0202 4 2005-10-17 1 0000892553 CHART INDUSTRIES INC CIDI 0001049809 OCM PRINCIPAL OPPORTUNITIES FUND II LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Stock Option (Right to Buy) 43.05 2005-10-17 4 D 0 2000 21.70 D 2014-10-19 Common Stock 2000 0 I See footnote This option was canceled pursuant to an Agreement and Plan of Merger, dated as of August 2, 2005, among Chart Industries, Inc., CI Acquisition, Inc. (the "Buyer"), certain stockholders of Chart Industries, Inc. and First Reserve Fund X, L.P. in exchange for a cash payment of $43,400, representing the difference between the exercise price of the option and the per share consideration paid by the Buyer for the underlying Chart Industries common stock on the effective date of the merger ($64.75 per share). This disposition was approved as a transaction exempt under Rule 16b-3 by the Board of Directors of Chart Industries. The option was granted to Michael P. Harmon, a director of the Issuer and a Senior Vice President of Oaktree Capital Management, LLC ("Oaktree"), which is the general partner of OCM Principal Opportunities Fund II, L.P. (the "Fund"). Pursuant to Oaktree's policies and an agreement between Mr. Harmon and the Fund, Mr. Harmon is deemed to hold the reported option for the benefit of the Fund, and must exercise the option solely upon the direction of the Fund, which is entitled to the shares issued upon exercise. Oaktree 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, Russel S. Bernard, John B. Frank, David Kirchheimer and Kevin L. Clayton. Each of such persons and Oaktree may be deemed indirect beneficial owners of the option. Except to the extent of their respective pecuniary interest, each of such persons and Oaktree disclaim 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. This report is filed jointly by the Fund and Oaktree, each of whom were 10% owners. The Fund may also be deemed a director by virtue of the fact that Mr. Michael Harmon, a representative of the Fund, served on the Issuer's board of directors at the request, and for the benefit, of the Fund. OCM Principal Opportunities Fund II, L.P. By: Oaktree Capital Management, LLC, its general partner /s/ Michael P. Harmon, Managing Director /s/ Richard Ting, Vice President 2005-10-19 Oaktree Capital Management, LLC /s/ Michael P. Harmon, Managing Director /s/ Richard Ting, Vice President 2005-10-19 -----END PRIVACY-ENHANCED MESSAGE-----