<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
TRIANGLE PACIFIC CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
895912 10 3
---------------
(CUSIP Number)
Michael E. Cahill, Esq. (213) 244-0000
Managing Director & General Counsel 865 South Figueroa Street, Suite 1800
The TCW Group, Inc. Los Angeles, California 90017
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 19, 1997
- -------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 2 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
THE TCW GROUP, INC.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Nevada
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 1,659,099
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
--------------------------------------------------
(9) Sole Dispositive Power
1,659,099
--------------------------------------------------
(10) Shared Dispositive Power
4,250,085
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,909,184
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
40.29%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 3 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TRUST COMPANY OF THE WEST
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable.
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 482,532
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
482,532
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
482,532
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.29%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 4 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW ASSET MANAGEMENT COMPANY
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable.
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 1,176,567
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
--------------------------------------------------
(9) Sole Dispositive Power
1,176,567
--------------------------------------------------
(10) Shared Dispositive Power
4,250,085
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,426,652
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
37.00%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO, IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 5 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable.
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 837,514
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
837,514
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
837,514
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.71%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN, IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 6 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
OAKTREE CAPITAL MANAGEMENT LLC
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 203,271
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
--------------------------------------------------
(9) Sole Dispositive Power
203,271
--------------------------------------------------
(10) Shared Dispositive Power
4,250,085
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,453,356
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
30.36%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 7 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS FUND III b
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 339,709
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
339,709
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
339,709
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.32%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 8 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
4,250,085
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,085
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.98%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 9 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS TRUST
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 337,717
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
337,717
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
337,717
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.30%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 10 of 23 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS TRUST III b
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check box 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 (7) Sole Voting Power
Beneficially Owned 144,815
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
144,815
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
144,815
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.99%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $0.01 per share
("Common Stock"), of Triangle Pacific Corporation, a Delaware corporation
(the "Issuer"). The address of the principal executive office of the Issuer
is 16803 Dallas Parkway, Dallas, Texas 75248.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of
(1) The TCW Group, Inc., a Nevada corporation ("TCWG");
(2) Trust Company of the West, a California corporation and wholly-owned
subsidiary of TCWG ("TCW");
(3) TCW Asset Management Company, a California corporation and wholly-owned
subsidiary of TCWG ("TAMCO");
(4) TCW Special Credits, a California general partnership of which TAMCO is
the managing general partner ("Special Credits");
(5) TCW Special Credits Fund IIIb ("Fund IIIb"), of which Special Credits
is the general partner;
(6) TCW Special Credits Fund V - The Principal Fund, a California limited
partnership of which TAMCO is the general partner ("Principal Fund");
(7) Two California collective investment trusts, TCW Special Credits Trust
and TCW Special Credits Trust IIIb (hereinafter referred to as the
"Special Credits Trusts") of which TCW is the trustee; and
(8) Oaktree Capital Management, LLC, a California limited liability company
("Oaktree"), manager of the Principal Fund pursuant to a subadvisory
agreement between TAMCO and Oaktree.
Special Credits, Special Credits Trusts and Fund IIIb are hereinafter
collectively referred to as the "Special Credits Entities." TCWG, TCW,
TAMCO, the Special Credits Entities and the Principal Fund are hereinafter
collectively referred to as the "TCW Related Entities." Special Credits is
also the investment manager of third party accounts which invest in similar
securities as the Special Credit Entities (the "Special Credits Accounts"),
and Oaktree is also the investment manager of other third party accounts
which hold shares of the Issuer's Common Stock (the "Oaktree Accounts").
TCWG is a holding company of entities involved in the principal business of
providing investment advice and management services. TCW is a trust company
which provides investment management services, including to the Special
Credits Trusts. TAMCO is an investment adviser and provides investment
advice and management services to institutional and individual investors,
including the Principal Fund. Special Credits provides investment advice and
management services to Fund IIIb and Special Credits Accounts. Fund IIIb is
an investment partnership which invests in financially distressed entities.
The Special Credits Trusts are collective investment trusts which invest in
financially distressed entities. The Principal Fund is a limited partnership
which invests in entities in which there is a potential for the Principal
Fund to exercise significant influence over such entities. The address of
the principal business and principal office for the TCW Related Entities is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The
Special Credits Entities and the Special Credits Accounts continue to be
managed by Special Credits whose general partners include TAMCO and four of
the Principals of Oaktree. Pursuant to a subadvisory agreement between TAMCO
and Oaktree, the Principal Fund is managed by Oaktree, whose business address
is 550 South Hope Street, Suite 2200, Los Angeles, California 90071. The
principal business of Oaktree is to provide investment advice and management
services to institutional and individual investors.
11
<PAGE>
(a)-(c) & (f)
(i) The executive officers of TCWG are listed below. The principal business
address for each executive officer is 865 South Figueroa Street, Suite 1800,
Los Angeles, California, 90017. Each executive officer is a citizen of the
United States of America unless otherwise specified below:
Executive Officers
- ------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President, Finance & Administration
Thomas E. Larkin, Jr. Executive Vice President
Michael E. Cahill Managing Director, General Counsel & Secretary
David K. Sandie Managing Director, Chief Financial Officer & Assistant
Secretary
Schedule I attached hereto and incorporated herein sets forth with respect to
each director of TCWG his or her name, residence or business address,
citizenship, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted.
(ii) The executive officers and directors of TCW are listed below. The
principal business address for each executive officer and director is 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each
executive officer is a citizen of the United States of America unless
otherwise specified below:
Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Director & Vice Chairman
Thomas E. Larkin, Jr. Director & President
Alvin R. Albe, Jr. Director & Executive Vice President, Finance &
Administration
Marc I. Stern Director, Executive Vice President, Managing Director
& Chief Investment Officer - International
Michael E. Cahill Managing Director, General Counsel & Secretary
David K. Sandie Managing Director, Chief Financial Officer & Assistant
Secretary
(iii) The executive officers and directors of TAMCO are listed below. The
principal business address for each executive officer, director and portfolio
manager is 865 South Figueroa Street, Suite 1800, Los Angeles, California,
90017. Each executive officer and director is a citizen of the United States
of America unless otherwise specified below:
Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Thomas E. Larkin, Jr. Director & Vice Chairman of the Board
Marc I. Stern Director, Vice Chairman of the Board & Chief
Investment Officer - International
Ernest O. Ellison Chief Investment Officer - Domestic Fixed Income
Alvin R. Albe, Jr. Director, Executive Vice President, Finance &
Administration
Michael E. Cahill Managing Director, General Counsel & Secretary
David K. Sandie Managing Director, Chief Financial Officer & Assistant
Secretary
(iv) The following sets forth with respect to each general partner of
Special Credits his name, residence or business address, present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted for.
Each general partner who is a natural person is a citizen of the United
States of America unless otherwise specified below.
12
<PAGE>
TAMCO is the Managing General Partner. See information in paragraph (iii)
above.
Bruce A. Karsh
President and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
(v) Special Credits is the sole general partner of Fund IIIb. See
information in paragraph (iv) above regarding Special Credits and its general
partners.
(vi) TAMCO is the sole general partner of the Principal Fund. See
information in paragraph (iii) above regarding TAMCO and its executive
officers and directors.
(vii) The members and executive officers of Oaktree and the portfolio
managers of Fund IIIb, the Special Credits Accounts and the Principal Fund
are listed below. The principal address for each member and executive
officer of Oaktree and each Portfolio Manager of the Fund is 550 S. Hope
Street, Los Angeles, California 90071. All individuals listed below are
citizens of the United States of America.
Executive Officers and Members
- ------------------------------
Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry Keele Principal
David Kirchheimer Managing Director and Chief Financial and
Administrative Officer
Kenneth Liang Managing Director and General Counsel
Portfolio Managers
- ------------------
Stephen A. Kaplan Senior Managing Director
Bruce A. Karsh President and Principal
13
<PAGE>
(d)-(e)
During the last five years, neither TCWG, TCW, TAMCO, the Special
Credits Entities, the Principal Fund, Oaktree, nor, to the best of their
knowledge, any of their respective executive officers, directors and general
partners (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 proceedings 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
Not applicable
ITEM 4. PURPOSE OF TRANSACTION
On February 19, 1997 to fill a new position on the Issuer's Board of
Directors, the current members of the Issuer's Board of Directors appointed
Bruce A. Karsh, President and Principal of Oaktree, to the Issuer's Board of
Directors for a term which expires at the Company's 1997 Annual Meeting.
Carson R. McKissick, Senior Advisor of TCW, was elected to the Issuer's Board
of Directors at the Issuer's Annual Meeting in May 3, 1995 for a term which
expires at the Issuer's 1998 Annual Meeting. The Issuer's Certificate of
Incorporation and Bylaws provide for three classes of directors with
approximately one-third of the directors constituting each class. The Issuer
currently has nine members on its Board of Directors.
Based on continuing evaluation of the Issuer's business and prospects,
alternative investment opportunities and all other factors deemed relevant,
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 may be sold. Oaktree, Special Credits and the
other TCW Related Entities have indicated to the Issuer that they may
purchase more shares, but have made no formal proposals which relate to or
would result in any of the matters described in Items 4 (a)-(j) of Schedule
13D; however, as part of their ongoing review of investment alternatives,
Oaktree, Special Credits and the other TCW Related Entities have not excluded
the possibility of considering such matters in the future or formulating a
plan with respect to such matters subject to applicable law, and, from time
to time, Oaktree, Special Credits or such other TCW Related Entities may hold
discussions with or make formal proposals to management or the Board of
Directors of the Issuer, other stockholders of the Issuer or other third
parties regarding such matters.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 11 to Schedule 13D, Fund IIIb
beneficially owns 339,709 shares of the Issuer's Common Stock which is
approximately 2.32% of the outstanding shares of the Issuer's Common Stock;
Special Credits, as the general partner of Fund IIIb and the investment
manager of the Special Credits Accounts may be deemed to beneficially own
837,514 shares of the Issuer's Common Stock which is approximately 5.71% of
the outstanding shares of the Issuer's Common Stock.
As of the date of this Amendment No. 11 to Schedule 13D, TCW Special Credits
Trust beneficially owns 337,717 shares of the Issuer's Common Stock which is
approximately 2.30% of the outstanding shares of the Issuer's Common Stock;
and TCW Special Credit Trust IIIb beneficially owns 144,815 shares of the
Issuer's Common Stock which is approximately 0.99% of the outstanding shares
of the Issuer's Common Stock. TCW, as the trustee of the Special Credits
Trusts may be deemed to beneficially own 482,532 shares of the Issuer's
Common Stock which is approximately 3.29% of the outstanding shares of the
Issuer's Common Stock.
As of the date of this Amendment No. 11 to Schedule 13D, the Principal Fund
beneficially owns 4,250,085 shares of the Issuer's Common Stock, which is
approximately 28.98% of the outstanding shares of the Issuer's Common Stock.
14
<PAGE>
TAMCO, as the managing partner of Special Credits and the general partner of
the Principal Fund may be deemed to beneficially own shares of the Issuer's
Common Stock held by the Special Credit Entities, Special Credit Accounts,
and the Principal Fund, all of which constitutes 5,426,652 shares or
approximately 37.00% of the outstanding shares of the Issuer's Common Stock.
TCWG, as the parent corporation of TCW and TAMCO, may be deemed to
beneficially own shares of the Issuer's Common Stock deemed to be owned by
the other TCW Related Entities, all of which constitutes 5,909,184 shares of
the Issuer's Common Stock (approximately 40.29% of the outstanding shares of
the Issuer's Common Stock). TCWG, TCW, TAMCO and Special Credits (except for
339,053 shares owned directly by TAMCO) each disclaims beneficial 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 or
entity is the beneficial owner of any securities covered by this Statement.
Oaktree, pursuant to the subadvisory agreement with TAMCO, may be deemed to
beneficially own shares of the Issuer's Common Stock held by the Principal
Fund, which constitutes 4,250,085 shares or approximately 28.98% of
the outstanding shares of the Issuer's Common Stock. Bruce A. Karsh, David
Richard Masson, Howard S. Marks and Sheldon M. Stone individually own
124,356, 75,997, 61,894 and 41,401 shares of the Issuer's Common Stock,
respectively. Oaktree and each of the foregoing individuals disclaims
ownership of the shares of the Issuer's Common Stock reported herein (except
for the shares owned directly by such individuals) and the filing of this
Statement shall not be construed as an admission that any such person or
entity is the beneficial owner of any securities covered by this statement.
(b) Special Credits, as the sole general partner of Fund IIIb, has
discretionary authority and control over all of the assets of Fund IIIb
pursuant to the limited partnership agreement for such limited partnership
including the power to vote and dispose of the Issuer's Common Stock held by
Fund IIIb. In addition, Special Credits, as the investment manager of the
Special Credits Accounts has the discretionary authority and control over all
of the assets of such accounts pursuant to the investment management
agreement relating to such accounts including the power to vote and dispose
of 497,805 shares of the Issuer's Common Stock held in the name of the
Special Credits Accounts. Therefore, Special Credits has the power to vote
and dispose of 837,514 shares of the Issuer's Common Stock.
TAMCO, as the managing general partner of Special Credits also has the power
to vote and dispose of the shares of Issuer's Common Stock held by Special
Credits referenced above. In addition, TAMCO, as general partner of the
Principal Fund has discretionary authority and control over all of the assets
of the Principal Fund pursuant to the limited partnership agreement for such
limited partnership. In addition, TAMCO has the sole authority to vote and
dispose of 339,053 shares of the Issuer's Common Stock beneficially owned by
TAMCO for its own account. Therefore, TAMCO has the power to vote and dispose
of 5,426,652 shares of the Issuer's Common Stock.
TCW, as the trustee of the Special Credits Trusts, has discretionary
authority and control over all the assets of the Special Credits Trusts
pursuant to the trust agreement for such trust including the power to vote
and dispose of the Issuer's Common Stock held by the Special Credits Trusts.
Therefore, TCW has the power to vote and dispose of 482,532 shares of the
Issuer's Common Stock.
TCWG, as the parent of TCW and TAMCO, may be deemed to have the power to vote
and dispose of the shares of the Issuer's Common Stock that the other TCW
Related Entities have power to vote and dispose, all of which constitutes
5,909,184 shares of the Issuer's Common Stock.
Oaktree, as the fund manager of the Principal Fund pursuant to the
subadvisory agreement between TAMCO and Oaktree, may be deemed to have the
power to vote and dispose of certain of the shares of the Issuer's Common
Stock that the Principal Fund has power to vote and dispose. In addition,
Oaktree, as the investment manager of the Oaktree Accounts, has the
discretionary authority and control over all of the assets of the Oaktree
Accounts pursuant to the investment management agreements relating to such
accounts, including the power to vote and to dispose of 203,271 shares of the
Issuer's Common Stock held in the name of the Oaktree Accounts. Therefore,
Oaktree has the power to vote and dispose of 4,453,356 shares of the Issuer's
Common Stock.
(c) Special Credits and TAMCO described herein, neither Oaktree nor any of
the TCW Related Entities, and to the best of their knowledge, none of their
respective executive officers, directors or general partners has effected
transactions involving the Issuer's Common Stock during the period since the
filing of Amendment No. 10 to Schedule 13D filed on behalf of the TCW Related
Entities and Oaktree.
(d) None
15
<PAGE>
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Special Credits, as general partner of Fund IIIb, receives a fee for managing
all the assets of Fund IIIb. In addition, Special Credits, as investment
manager of the Special Credits Accounts, receives a management fee for
managing the assets of each Special Credits Account. Fund IIIb and the
Special Credits Accounts have similar investment strategies of investing in
financially distressed entities; however, the implementation of these
strategies may differ from partnership to partnership and account to account.
Certain of the Oaktree Accounts have similar investment strategies of
investing in financially distressed entities, while one of the Oaktree
Accounts has an investment strategy of investing in high-yield debt
instruments but also contributed shares of the Issuer's Common Stock to the
account at the inception of its management by Oaktree.
TAMCO, as general partner of the Principal Fund, receives a management fee
for its management of the Principal Fund. Pursuant to a subadvisory
agreement between TAMCO and Oaktree, the Principal Fund is managed by
Oaktree, who receives a portion of the management fee received by TAMCO. The
Principal Fund's investment strategy is to invest in entities in which there
is a potential for the Principal Fund to exercise significant influence over
management. In addition, Oaktree, as investment manager of the Oaktree
Accounts, receives management fees or incentive fees for managing the assets
of each Oaktree Account.
TCW, as trustee of Special Credits Trusts, receives a management fee for
managing all the assets of Special Credits Trusts. The Special Credits
Trusts each have an investment strategy similar to Fund IIIb and Special
Credits Accounts in investing in financially distressed entities. However,
the implementation of this strategy may differ from entity to entity and
account to account.
Except to the extent the securities referred to in this Statement constitute
assets of the Special Credits Entities and Special Credits Accounts, and the
Principal Fund, there are no contracts, understandings or relationships
(legal or otherwise) among or between any member of the TCW Related Entities
or, to the best of their knowledge, their respective executive officers,
directors or general partners or between or among any of such persons and
with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1.1- Agreement of TCW Related Entities regarding a joint Schedule 13D
(and such amendments as may become necessary) with respect to the
Common Stock of Triangle Pacific Corporation dated as of July 19,
1995.
16
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated as of the 4th day of March, 1997.
THE TCW GROUP, INC.
/s/ MOHAN V. PHANSALKAR
- ---------------------------------------
Mohan V. Phansalkar,
Authorized Signatory
TRUST COMPANY OF THE WEST
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
TCW SPECIAL CREDITS FUND IIIb
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of TCW
Special Credits, the General
Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW Special
Credits Fund V - The Principal Fund
17
<PAGE>
TCW SPECIAL CREDITS TRUST
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee
of TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee
of TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Managing Director and
General Counsel
18
<PAGE>
SCHEDULE I
BOARD OF DIRECTORS
OF
TCW GROUP, INC.
All of the following individuals are directors of TCW Group, Inc. Each director
is a citizen of the United States of America unless otherwise specified below:
HOWARD P. ALLEN CARLA A. HILLS
Former Chairman & CEO 1200 19TH Street, N.W.
Southern California Edison 5th Floor
2244 Walnut Grove Blvd. Washington, DC 20036
Rosemead, CA 91770
JOHN M. BRYAN DR. HENRY A. KISSINGER
Partner Chairman
Bryan & Edwards Kissinger Associates, Inc.
600 Montgomery St., 35th Floor 350 Park Ave., 26th Floor
San Francisco, CA 94111 New York, NY 10022
ROBERT A. DAY THOMAS E. LARKIN, JR.
Chairman of the Board, President
Chairman and Chief Executive Officer Trust Company of the West
Trust Company of the West 865 S. Figueroa St., Suite 1800
200 Park Avenue, Suite 2200 Los Angeles, CA 90017
New York, New York 10166
DAMON P. DE LASZLO, ESQ. KENNETH L. LAY
Managing Director of Harwin Enron Corp.
Engineers S.A., Chairman & D.P. 1400 Smith Street
Advisers Holdings Limited Houston, TX 77002-7369
Byron's Chambers
A2 Albany, Piccadilly MICHAEL T. MASIN, ESQ.
London W1V 9RD - England Vice Chairman
(Citizen of United Kingdom) GTE Corporation
One Stamford Forum
Stamford, CT 06904
WILLIAM C. EDWARDS EDFRED L. SHANNON, JR.
Partner - Bryan & Edwards Investor/Rancher
3000 Sand Hill Road, Suite 190 1000 S. Fremont Ave.
Menlo Park, CA 94025 Alhambra, CA 91802
ERNEST O. ELLISON ROBERT G. SIMS
Vice Chairman Private Investor
Trust Company of the West 11828 Rancho Bernardo, Box 1236
865 South Figueroa St., Suite 1800 San Diego, CA 92128
Los Angeles, California 90017
HAROLD R. FRANK MARC I. STERN
Chairman of the Board President
Applied Magnetics Corporation TCW Group, Inc.
75 Robin Hill Rd. 865 South Figueroa St., Ste 1800
Goleta, CA 93017 Los Angeles, CA 90017
19
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
- ------- ----------- ----------
1.1 Agreement of TCW Related Entities regarding a joint
Schedule 13D (and such amendments as may become
necessary) with respect to the Common Stock of
Triangle Pacific Corporation dated as of July 19, 1995.
20
<PAGE>
EXHIBIT 1
AGREEMENT
WHEREAS, The TCW Group, Inc. ("TCWG"), Trust Company of the West
("TCW"), TCW Asset Management Company ("TAMCO"), TCW Special Credits
("Special Credits"), and TCW Special Credits Fund III and TCW Special Credits
Fund IIIb (collectively, the "Special Credits Limited Partnerships"), and TCW
Special Credits Fund V - The Principal Fund ("The Principal Fund"), and TCW
Special Credits Trust and TCW Special Credits Trust IIIb (collectively,
Special Credits Trusts"), and Oaktree Capital Management, LLC ("Oaktree"),
individually or collectively, may be deemed to be a beneficial owner within
the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for purposes of Section 13(d) of the Exchange Act of the Common Stock,
$0.01 par value per share, of Triangle Pacific Corporation, a Delaware
corporation; and
WHEREAS, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree each
desires to satisfy any filing obligation each may have under Section 13(d) of
the Exchange Act by filing a single Schedule 13D pursuant to such Section
with respect to each class of securities.
NOW THEREFORE, TCWG, TCW, TAMCO, Special Credits, Special Credits
Limited Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree
agree to file a Schedule 13D under the Exchange Act relating to the Common
Stock of Triangle Pacific Corporation and agree further to file any such
amendments thereto as may become necessary unless and until such time as one
of the parties shall give written notice to the other parties of this
Agreement that it wishes to file a separate Schedule 13D relating to the
Common Stock of Triangle Pacific, provided that each person on whose behalf
the Schedule 13D or any amendment is filed is responsible for the timely
filing of such Schedule 13D and any amendments thereto necessitated by the
actions or intentions of such person and for the completeness and accuracy of
the information pertaining to it and its actions and intentions.
The Agreement may be executed in two or more counterparts, each of which
shall constitute but one instrument.
21
<PAGE>
Dated as of 19th day of July, 1995.
THE TCW GROUP, INC.
/s/ MICHAEL E. CAHILL
- ---------------------------------------
Michael E. Cahill
Managing Director and General Counsel
TRUST COMPANY OF THE WEST
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits
TCW SPECIAL CREDITS FUND III
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund III
TCW SPECIAL CREDITS FUND IIIb
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund IIIb
22
<PAGE>
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
General Partner of TCW Special Credits
Fund V - The Principal Fund
TCW SPECIAL CREDITS TRUST
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ KENNETH LIANG
- ---------------------------------------
Kenneth Liang, Managing Director and
General Counsel
23
