-----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, UpM+dPBIJicHWvoAU2muOA2NDWNTezT9e+AD0J7Y6tTweuUMhhCqUMCAGVn7/yve n4HNq2vxgFgyxo6jXmKPnQ== 0001104659-03-008895.txt : 20030509 0001104659-03-008895.hdr.sgml : 20030509 20030509163327 ACCESSION NUMBER: 0001104659-03-008895 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER HEALTH CARE INC CENTRAL INDEX KEY: 0000882287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 742012902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43594 FILM NUMBER: 03690724 BUSINESS ADDRESS: STREET 1: ONE RAVINA DR STE 1500 STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 6784437000 MAIL ADDRESS: STREET 1: ONE RAVINA DRIVE SUITE 1500 STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: MARINER POST ACUTE NETWORK INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: PARAGON HEALTH NETWORK INC DATE OF NAME CHANGE: 19971104 FORMER COMPANY: FORMER CONFORMED NAME: LIVING CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19930328 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 j0646_sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D
(Rule 13d-101)

Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)


Under the Securities Exchange Act of 1934
(Amendment No.  3)*

Mariner Health Care Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

56845X10800

(CUSIP Number)

 

John B. Frank
Principal and 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 8, 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.   56845X10800

 

 

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)

 [     ]

 

 

(b)

 [ X ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable.

 

 

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
6,502,492

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
6,502,492

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,502,492

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
32.51%

 

 

14.

Type of Reporting Person (See Instructions)
IA, OO

 

 

2

 

CUSIP No.   56845X10800

 

 

1.

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

 

 

2.

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

 

 

(a)

 [     ]

 

 

(b)

 [ X ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO, WC  (See Item 3)

 

 

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
3,377,987

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
3,377,987

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,377,987

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.89%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

3

 

CUSIP No.   56845X10800

 

 

1.

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

 

 

2.

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

 

 

(a)

 [     ]

 

 

(b)

 [ X ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO, WC (See Item 3)

 

 

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
2,811,558

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
2,811,558

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,811,558

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
14.06%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

4

 

This Amendment No. 3 amends and supplements the Amendment No. 2 to the Schedule 13D (the “Schedule 13D”) of Oaktree Capital Management, LLC, OCM Opportunities Fund II, L.P. and OCM Opportunities Fund III, L.P. filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2003 relating to the common stock, par value $0.01 per share (the “Common Stock”) of Mariner Health Care Inc.

 

Item 5.    Interest in Securities of the Issuer

 

The second paragraph of Item 5(c) of the Schedule 13D is hereby amended and restated as follows: 

 

“On May 8, 2003, the OCM Funds and the Oaktree Accounts purchased the following number of shares of the Common Stock of the issuer in the open market at a purchase price of $2.65 per share:

 

Opportunities Fund II – 178,398 shares

 

Opportunities Fund III – 147,522 shares

 

Oaktree Accounts, collectively – 17,153 shares”

 

The amendment to Item 5(c) is made merely to correct the purchase price of the shares of Common Stock purchased by the OCM Funds and Oaktree Accounts, which were previously reported in error.

 

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.

 

 

5

 

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 May 9, 2003.

 

 

OAKTREE CAPITAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett
Managing Director

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki
Vice President, Legal

 

 

 

 

 

 

 

OCM OPPORTUNITIES FUND II, L.P.

 

By:

Oaktree Capital Management, LLC,
its general partner

 

 

 

 

 

 

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett
Managing Director

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki
Vice President, Legal

 

 

 

 

 

 

 

OCM OPPORTUNITIES FUND III, L.P.

 

By:

Oaktree Capital Management, LLC,
its general partner

 

 

 

 

 

 

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett

 

 

Managing Director

 

 

 

 

 

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki
Vice President, Legal

 

 

6

 EX-1 3 j0646_ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

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

 

Dated as of May 9, 2003.

 

OAKTREE CAPITAL MANAGEMENT, LLC

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett

 

Managing Director

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki

 

Vice President, Legal

 

 

OCM OPPORTUNITIES FUND II, L.P.

By: Oaktree Capital Management, LLC,

 

its general partner

 

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett

 

Managing Director

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki

 

Vice President, Legal

 

 

OCM OPPORTUNITIES FUND III, L.P.

By: Oaktree Capital Management, LLC,

 

its general partner

 

 

By:

/s/ Matthew Barrett

 

 

Matthew Barrett

 

Managing Director

 

 

By:

/s/ Lisa Arakaki

 

 

Lisa Arakaki

 

Vice President, Legal

 

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