-----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, AwTja5ui2ZgoQg/0RKKrIt7M3GZ2NzE0KqYrqE4ORJgpdynJO33s4xIxREq+9gSj wjVca6/4lpRwVk/4HWf3Lg== 0001104659-03-011257.txt : 20030528 0001104659-03-011257.hdr.sgml : 20030528 20030528172446 ACCESSION NUMBER: 0001104659-03-011257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030528 GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOPURE CORP CENTRAL INDEX KEY: 0000815508 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042836871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56659 FILM NUMBER: 03722161 BUSINESS ADDRESS: STREET 1: 11 HURLEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6172346500 MAIL ADDRESS: STREET 1: 11 HURLEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 j1577_sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.   5)

BIOPURE CORPORATION

(Name of Issuer)

 

CLASS A COMMON STOCK

(Title of Class of Securities)

 

09065H 10 5

(CUSIP Number)

 

John Frank
Principal & General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California  90071
(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 22, 2003

(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 §§240.13d-1(e), 240.13d-1(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 §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 



 

CUSIP No.   09065H 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Oaktree Capital Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,566,445

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
1,566,445

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,566,445

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.19%

 

 

14.

Type of Reporting Person (See Instructions)
IA;OO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
OCM Principal Opportunities Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,566,445

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
1,566,445

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,566,445

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.19%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

Item 1.

Security and Issuer

This Statement relates to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") of Biopure Corporation, a Delaware corporation (the "Issuer").  The address of the principal executive office of the Issuer is 11 Hurley Street, Cambridge, Massachusetts, 02141.

Item 2.

Identity and Background

(a) - (c) & (f)

This Statement is filed on behalf of:

 

(i)               Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"); and

 

(ii)            OCM Principal Opportunities Fund, L.P., a Delaware limited partnership of which Oaktree is the general partner (the "Oaktree Fund").

(i)               Oaktree

The address of the principal business and principal office for Oaktree 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 members and executive officers of Oaktree are listed below.  The principal address for each member and executive officer of Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California  90071.  All individuals listed below are citizens of the United States of America.

Executive Officers and Members

Howard S. Marks
Bruce A. Karsh
Sheldon M. Stone
David Richard Masson
Larry Keele
Russel S. Bernard
Stephen A. Kaplan
David Kirchheimer
John Frank

Chairman and Principal
President and Principal
Principal
Principal
Principal
Principal
Principal
Principal and Chief Financial and Administrative Officer
Principal and General Counsel

(ii)            The Oaktree Fund

 

The address of the principal business and principal office for the Oaktree Fund is 333 South Grand Avenue, 28th Floor, Los Angeles, California  90071.  The principal business of the Oaktree Fund is to invest in entities over which there is a potential for the Oaktree Fund to exercise significant influence.  The Oaktree Fund is an investment partnership, and Oaktree is its sole general partner.  (See information in section (i) above regarding Oaktree and its members and executive officers.)  The names and addresses of the portfolio managers of the Oaktree Fund are listed below.  All individuals listed below are citizens of the United States of America.

Stephen A. Kaplan
333 South Grand Avenue, 28th Floor
Los Angeles, California  90071

Ronald N. Beck
1301 Avenue of the Americas, 34th Floor
New York, NY  10019

 

4



 

(d) & (e)

 

During the last five years, neither Oaktree nor the Oaktree 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 Oaktree Fund beneficially owns an aggregate of 1,566,445 shares of Class A Common Stock.  The Oaktree Fund acquired 2,856,206 shares of Class A Common Stock upon the conversion of 2,486,088 shares of the Issuer’s Series C Convertible Preferred Stock and 76,401 shares of Class A Common Stock upon the conversion of 83,333 shares of the Issuer’s Series D Convertible Preferred Stock.  The conversions were effected in connection with the August 4, 1999 initial public offering of the Class A Common Stock.  In addition, the Oaktree Fund purchased 120,000 shares of Class A Common Stock at the initial public offering for $12.00 per share and holds immediately exercisable warrants to purchase 180,140 shares of Class A Common Stock at an exercise price of $12.00 per share, which warrants expire on August 4, 2003.  All purchases were made from the working capital of the Oaktree Fund.  22,500 shares of Class A Common Stock beneficially held by the Oaktree Fund pursuant to options issued to Stephen A. Kaplan and held for the benefit of the Oaktree Fund (the “Option Shares”) have been cancelled due to Mr. Kaplan's resignation from the board of directors of the Issuer in December, 2001. 

Item 4.

Purpose of Transaction

The Oaktree Fund acquired the shares of Class A Common Stock for investment purposes.  Oaktree, as the general partner of the Oaktree Fund, will evaluate the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether shares of the Issuer's Class A Common Stock will be sold by the Oaktree Fund.  Other than as disclosed herein, Oaktree currently has no agreements, 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.

Item 5.

Interest in Securities of the Issuer

  (a)  Each of the Oaktree Fund and Oaktree, as general partner of the Oaktree Fund, may be deemed to beneficially own 1,566,445  shares of Class A Common Stock or 4.19% of the Class A Common Stock outstanding (based on 37,424,000 shares of Class A Common Stock outstanding on April 30, 2003).   To the best of the Oaktree Fund’s and Oaktree's knowledge, none of the other people named in response to Item 2 own any securities of the Issuer.

  (b)  Oaktree, as the general partner of the Oaktree Fund, has discretionary authority and control over all of the assets of the Oaktree Fund pursuant to the partnership agreement for the Oaktree Fund, including the power to vote and dispose of the Issuer's Class A Common Stock held in the name of the Oaktree Fund and the Option Shares.  Oaktree and each of the individuals listed in Item 2 disclaims ownership of the shares of the Issuer's Class A 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.

 

5



 

  (c)  The Oaktree Fund has sold an aggregate of 307,900 shares of Class A Common Stock on various dates since the date of its last Schedule 13d filing on April 25, 2003 as follows:

 

Date

 

Amount

 

Price

 

5/14/2003

 

107,900

 

$

4.55

 

5/15/2003

 

100,000

 

$

4.96

 

5/16/2003

 

23,700

 

$

5.06

 

5/19/2003

 

76,300

 

$

5.10

 

 

The Oaktree Fund has not made any purchases of Class A Common Stock in the open market in the past 60 days. 

  (d)  No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Issuer's Class A Common Stock beneficially owned by Oaktree and the Oaktree Fund, except to the extent that the investment advisory clients of Oaktree and the partners of the Oaktree Fund 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 Class A Common Stock.

  (e)  As of May 14, 2003, the Reporting Persons herein ceased to be the beneficial owners of five percent or more of the Issuer’s Class A common stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Oaktree, as general partner of the Oaktree Fund, receives a management fee for managing the assets of the Oaktree Fund and has a carried interest in the Oaktree Fund. 

Item 7.

Material to Be Filed as Exhibits

The following is filed herewith as an Exhibit to this Statement:

Exhibit 1.1

A written agreement relating to the filing of the joint filing statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. 

 

6



 

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.

 

28th day of May, 2003.

 

Date

 

 

 

OAKTREE CAPITAL MANAGEMENT, LLC

 


/s/ John Frank

 

Signature

 


John Frank/Principal and General Counsel

 

Name/Title

 


/s/ B. James Ford

 

Signature

 


B. James Ford/Managing Director

 

Name/Title

 

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

 

 

 

By:                              Oaktree Capital Management, LLC

 

Its:                               General Partner

 


/s/ John Frank

 

Signature

 


John Frank/Principal and General Counsel

 

Name/Title

 


/s/ B. James Ford

 

Signature

 


B. James Ford/Managing Director

 

Name/Title

 

7



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

1.1

 

A written agreement relating to the filing of the joint filing statement as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended.

 

8


EX-1.1 3 j1577_ex1d1.htm EX-1.1

EXHIBIT 1.1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: May 28, 2003

 

 

OAKTREE CAPITAL MANAGEMENT, LLC

 

 

  /s/ John Frank

 

By:

John Frank

Title:

Principal and General Counsel

 

 

  /s/ B. James Ford

 

By:

B. James Ford

Title:

Managing Director

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

 

 

By:

Oaktree Capital Management, LLC

Its:

General Partner

 

 

 

 

  /s/ John Frank

 

By:

John Frank

Title:

Principal and General Counsel

 

 

  /s/ B. James Ford

 

By:

B. James Ford

Title:

Managing Director

 


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