SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)*
FOREST OIL CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
346 091 705
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(CUSIP Number)
JOHN FRANK
MANAGING DIRECTOR AND GENERAL COUNSEL
OAKTREE CAPITAL MANAGEMENT, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 830-6300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 20, 2001
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-l(f) or
240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
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CUSIP NO. 346 016 705 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,177,994
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,177,994
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,177,994
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.61%
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14 TYPE OF REPORTING PERSON*
IA, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP NO. 346 016 705 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,137,845
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,137,845
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,137,845
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.48%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP NO. 346 016 705 PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,024,732
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,024,732
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,732
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.13%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.10 per share
("Common Stock"), of Forest Oil Corporation, a New York corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 2200
Colorado State Bank Building, 1600 Broadway, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of :
(1) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), in its capacity as general partner of the
Principal Fund and the Opportunities Fund (as each such term is
defined below);
(2) OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership (the "Principal Fund"); and
(3) OCM Opportunities Fund II, L.P., a Delaware limited partnership
(the "Opportunities Fund").
The address of the principal business and principal office for each of Oaktree,
the Principal Fund and the Opportunities Fund is 333 South Grand Avenue, 28th
Floor, Los Angeles, California 90071. The principal business of Oaktree is to
provide investment advice and management services to institutional and
individual investors. The principal business of the Principal Fund is to invest
in entities over which there is a potential for the Principal Fund to exercise
significant influence. The principal business of the Opportunities Fund is to
invest in securities and other obligations of distressed entities. In addition,
Oaktree serves as the investment manager of a third-party separate account (the
"Oaktree Account") with an investment strategy similar to the Opportunities
Fund.
(a)-(c)&(f)
Oaktree is the general partner of the Principal Fund and the Opportunities Fund.
The members and executive officers of Oaktree, the Principal Fund and the
Opportunities Fund are listed below. The principal business address for each
person listed below is c/o Oaktree Capital Management, LLC, 333 South Grand
Avenue, 28th Floor, Los Angeles, California 90071. All individuals listed below
are citizens of the United States of America.
EXECUTIVE OFFICERS & MEMBERS
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Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard Principal
David Kirchheimer Managing Director and Chief Financial and Administrative Officer
John Frank Managing Director and General Counsel
PORTFOLIO MANAGERS OF PRINCIPAL FUND
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Stephen A. Kaplan
Ronald N. Beck
PORTFOLIO MANGERS OF OPPORTUNITIES FUND
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Bruce A. Karsh
David Richard Masson
PAGE 6 OF 10 PAGES
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(d)-(e)
During the last five years, none of Oaktree, the Principal Fund or the
Opportunities Fund, nor to the best of their knowledge any of their respective
executive officers, directors, general partners, members or portfolio managers
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Principal Fund beneficially owns 3,137,845 shares of Common Stock of the
Issuer. In connection with the consummation of the merger (the "Merger") of
Forcenergy, Inc. ("Target") with and into the Issuer pursuant to that certain
Agreement and Plan of Merger, dated as of July 10, 2000, by and among Target,
Issuer and Forest Acquisition I Corporation, the Principal Fund received (a)
2,807,797 shares of Common Stock of the Issuer in exchange for shares of common
stock of the Target that were held by the Principal Fund prior to the Merger,
(b) 319,948 shares of Common Stock of the Issuer in exchange for shares of
preferred stock of the Target that were held by the Principal Fund prior to the
Merger and (c) warrants to acquire an additional 380,205 shares of Common Stock
of the Issuer exercisable at any time for an exercise price of $12.50 per share.
The Principal Fund also beneficially owns 5,000 shares of Common Stock pursuant
to options exercisable within 60 days of the date hereof issued to Stephen A.
Kaplan, a director of the Issuer, for the benefit of the Principal Fund (the
"Option Shares"). Mr. Kaplan disclaims all pecuniary and other interests in the
Option Shares in which the Principal Fund will be the beneficial holder. The
Principal Fund sold an aggregate of 375,000 shares of Common Stock on August 20,
2001.
The Opportunities Fund beneficially owns 1,024,732 shares of Common Stock of the
Issuer. In connection with the consummation of the Merger, the Opportunities
Fund received (a) 918,736 shares of Common Stock of the Issuer in exchange for
shares of common stock of the Target that were held by the Opportunities Fund
prior to the Merger, (b) 104,705 shares of Common Stock of the Issuer in
exchange for shares of preferred stock of the Target that were held by the
Opportunities Fund prior to the Merger and (c) warrants to acquire an additional
124,470 shares of Common Stock of the Issuer exercisable at any time for an
exercise price of $12.50 per share.
PAGE 7 OF 10 PAGES
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The Opportunities Fund sold an aggregate of 123,143 shares of Common Stock on
August 20, 2001.
The Oaktree Account beneficially owns 15,417 shares of Common Stock of the
Issuer. In connection with the consummation of the Merger, the Oaktree Account
received (a) 13,920 shares of Common Stock of the Issuer in exchange for shares
of common stock of the Target that were held by the Oaktree Account prior to the
Merger, (b) 1,510 shares of Common Stock of the Issuer in exchange for shares of
preferred stock of the Target that were held by the Oaktree Account prior to the
Merger and (c) warrants to acquire an additional1,845 shares of Common Stock of
the Issuer exercisable at any time for an exercise price of $12.50 per share.
The Oaktree Account sold an aggregate of 1,857 shares of Common Stock on August
20, 2001.
ITEM 4. PURPOSE OF TRANSACTION
The Principal Fund, the Opportunities Fund and the Oaktree Account acquired the
shares of the Issuer's Common Stock for investment purposes. Oaktree, as the
general partner of the Principal Fund and the Opportunities Fund, and as
investment manager of the Oaktree Account, evaluates the Issuer's businesses and
prospects, alternative investment opportunities and all other factors deemed
relevant in determining whether additional shares of the Issuer's Common Stock
will be acquired or sold. Additional shares of the Issuer's Common Stock may be
acquired in the open market or in privately negotiated transactions, or some or
all of the shares of the Issuer's Common Stock beneficially owned by the
Principal Fund, the Opportunities Fund or the Oaktree Account may be sold in the
open market or in privately negotiated transactions. The Issuer has entered into
a registration rights agreement relating to the Common Stock held by the
Principal Fund, the Opportunities Fund and the Oaktree Account. Other than as
disclosed herein, none of the reporting entities currently have an agreement,
beneficially or otherwise, which would be related to or would result in any of
the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its
ongoing review of investment alternatives, Oaktree may consider such matters in
the future and, subject to applicable law, may formulate a plan with respect to
such matters, and, from time to time, Oaktree may hold discussions with or make
formal proposals to management or the Board of Directors of the Issuer, to other
shareholders of the Issuer independently or at a regularly scheduled or special
meeting of the shareholders or to other third parties regarding such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b)
As of the date of this Schedule 13D, the Principal Fund beneficially owns and
has sole power to vote and dispose of 3,137,845 shares of the Issuer's Common
Stock. The Principal Fund's beneficial ownership represents approximately 6.48%
of the outstanding shares of the Issuer's Common Stock based upon 48,038,673
outstanding shares of the Issuer's Common Stock, plus an additional (i) 380,205
shares of Common Stock exercisable pursuant to the warrants held by the
Principal Fund, and (ii) the 5,000 Option Shares. Stephen A. Kaplan holds, but
disclaims beneficial ownership of, options which are exercisable within 60 days
from the date hereof to purchase 5,000 shares, representing less than .01%, of
the outstanding Common Stock.
As of the date of this Schedule 13D, the Opportunities Fund beneficially owns
and has sole power to vote and dispose of 1,024,732 shares of the Issuer's
Common Stock. The Opportunities Fund's beneficial ownership represents
approximately 2.13% of the outstanding shares of the Issuer's
PAGE 8 OF 10 PAGES
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Common Stock based upon 48,038,673 outstanding shares of the Issuer's Common
Stock, plus an additional 124,470 shares of Common Stock exercisable pursuant to
the warrants held by the Opportunities Fund.
As of the date of this Schedule 13D, the Oaktree Account beneficially owns and
has sole power to vote and dispose of 15,417 shares of the Issuer's Common
Stock. The Oaktree Account's beneficial ownership represents less than 0.01% of
the outstanding shares of the Issuer's Common Stock based upon 48,038,673
outstanding shares of the Issuer's Common Stock, plus an additional 1,845 shares
of Common Stock exercisable pursuant to the warrants held by the Oaktree
Account.
As of the date of this Schedule 13D, Oaktree, in its capacity as the general
partner of the Principal Fund and the Opportunities Fund and the investment
manager of the Oaktree Account may be deemed to beneficially own 4,177,994
shares of Common Stock of the Issuer, which represents approximately 8.61% of
the outstanding shares of the Issuer's Common Stock based upon 48,038,673
outstanding shares of the Issuer's Common Stock, plus an additional (i) 506,520
shares of Common Stock exercisable pursuant to the warrants held by the
Principal Fund, the Opportunities Fund and the Oaktree Account, and (ii) the
5,000 Option Shares. To the best knowledge of Oaktree, the Principal Fund and
the Opportunities Fund, none of the other people named in response to Item 2 own
any securities of the Issuer.
Oaktree, as the general partner of the Principal Fund and Opportunities Fund,
has discretionary authority and control over all of the assets of the Principal
Fund and Opportunities Fund pursuant to the partnership agreement for such
Funds, including the power to vote and dispose of the Issuer's Common Stock held
in the name of the Principal Fund and Opportunities Fund. In addition, Oaktree,
as investment manager of the Oaktree Account, has discretionary authority and
control over all of the assets of the Oaktree Account pursuant to the investment
management agreement for the Oaktree Account, including the power to vote and
dispose of the Issuer's Common Stock held in the name of the Oaktree Account.
Oaktree and each of the individuals listed in Item 2 disclaims ownership of the
shares of the Issuer's Common Stock reported herein and the filing of this
statement shall not be construed as an admission that any such person is the
beneficial owner of any securities covered by this statement.
(c) During the past 60 days, the Reporting Persons made the following sales of
Common Stock in the open market:
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SELLER DATE AMOUNT PRICE
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The Principal Fund 8-20-01 375,000 $25.90
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The Opportunities Fund 8-20-01 123,143 $25.90
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The Oaktree Account 8-20-01 1,857 $25.90
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(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, any of the Issuer's Common
Stock beneficially owned by Oaktree, the Principal Fund, the Opportunities Fund
or the Oaktree Account, except to the extent that the investment advisory
clients of Oaktree and the partners of the Oaktree's Funds may have such right
subject to the notice, withdrawal and/or termination provisions of advisory and
partnership arrangements. No such client or partner has an interest by virtue of
such relationship that relates to more than 5% of the Issuer's Common Stock.
PAGE 9 OF 10 PAGES
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(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Oaktree, as general partner of the Principal Fund and Opportunities Fund, and as
investment manager of the Oaktree Account, receives a management fee for
managing the assets of each entity, has a carried interest in the Principal Fund
and Opportunities Fund and earns an incentive fee from the Oaktree Account.
The Issuer has entered into a registration rights agreement relating to the
Common Stock held by the Principal Fund, the Opportunities Fund and the Oaktree
Account.
Except as described above and herein in this Schedule 13D, there are no other
contracts, understandings or relationships (legal or otherwise) among the
parties named in Item 2 hereto and between such persons and any person with
respect to any of the securities of the Issuer currently owned by the Principal
Fund, the Opportunities Fund or the Oaktree Account.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1- A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
PAGE 10 OF 10 PAGES
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated as of August 29, 2001.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ JOHN FRANK
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John Frank
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ JOHN FRANK
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John Frank
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ JOHN FRANK
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John Frank
Managing Director and General Counsel