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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BIOPURE CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
09065H 10 5
(CUSIP Number)
Kenneth Liang
Managing Director & 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 4, 1999
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(Date of Event which Requires Filing of this Statement)
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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 .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) 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).
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CUSIP No. 09065H 10 5 Page 2 of 8 Pages
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SCHEDULE 13D
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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
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
California
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NUMBER 7 SOLE VOTING POWER
OF 3,235,249
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,235,249
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,235,249
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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)
14.4%
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14 TYPE OF REPORTING PERSON
IA;OO
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CUSIP No. 09065H 10 5 Page 3 of 8 Pages
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SCHEDULE 13D
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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
WC
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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 7 SOLE VOTING POWER
OF None
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,235,249
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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)
14.4%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 09065H 10 5 Page 4 of 8 Pages
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ITEM 1. SECURITY AND ISSUER
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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
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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 Keele Principal
Russel S. Bernard Principal
Stephen A. Kaplan Principal
David Kirchheimer Managing Director and Chief Financial
and Administrative Officer
Kenneth Liang Managing Director and General Counsel
(iii) 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 (ii) 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.
Bruce A. Karsh
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Stephen A. Kaplan
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
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CUSIP No. 09065H 10 5 Page 5 of 8 Pages
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(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
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The Oaktree Fund beneficially owns an aggregate of 3,235,249 shares of Class A
Common Stock. The Oaktree Fund acquired 2,856,208 shares of Class A Common Stock
upon the conversion of 2,618,773 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. All purchases
were made from the working capital of the Oaktree Fund. The Oaktree Fund also
beneficially owns 2,500 shares of Class A Common Stock pursuant to options
exercisable within 60 days of August 4, 1999 issued to Stephen A. Kaplan, a
director of the Issuer, for the benefit of the Oaktree Fund (the "Option
Shares"). Mr. Kaplan disclaims all pecuniary and other interests in the Option
Shares in which the Oaktree Fund will be the beneficial holder.
ITEM 4. PURPOSE OF TRANSACTION
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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 additional shares of the
Issuer's Class A Common Stock will be acquired by the Oaktree Fund. The
investment strategy of the Oaktree Fund is generally to invest in entities in
which there is a potential to exercise significant influence over such entities.
Additional shares of Class A 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 Class A Common Stock beneficially owned by Oaktree and the Oaktree Fund
may be sold. In connection with the Issuer's initial public offering, the
Oaktree Fund entered into a lock-up agreement pursuant to which it agreed,
subject to certain exceptions, that it will not offer, sell or otherwise dispose
of any of the shares of Class A Common Stock owned by it prior to February 2,
2000 without the prior written consent of the representatives of the
underwriters in the initial public offering. Subject to the terms of the lock-up
agreement, sales by the Oaktree Fund may be made at any time without further
prior notice. 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; 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.
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CUSIP No. 09065H 10 5 Page 6 of 8 Pages
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ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
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(A) Each of the Oaktree Fund and Oaktree, as general partner of the Oaktree
Fund, may be deemed to beneficially own 3,235,249 shares of Class A Common
Stock or 14.4% of the Class A Common Stock outstanding (based on 22,280,877
shares of Class A Common Stock outstanding on August 6, 1999). Stephen A.
Kaplan holds, but disclaims beneficial ownership of, options which are
exercisable within 60 days from August 4, 1999 to purchase 2,500 shares, or
0.1%, of the outstanding Class A Common Stock. 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.
(C) Except for the 120,000 shares of Class A Common Stock purchased on August
4, 1999 for $12.00 per share by the Oaktree Fund in the initial public offering,
neither Oaktree nor the Oaktree Fund, and to the best of their knowledge, none
of the other people named in response to Item 2 has effected transactions
involving the Issuer's Class A Common Stock during the last 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) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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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.
Stephen A. Kaplan, a director of the Issuer and a principal of the Oaktree Fund,
is eligible to participate in the Issuer's stock option plan and has received
stock options pursuant to such plan. Pursuant to Oaktree policies, Mr. Kaplan
cannot retain such stock options or shares issued pursuant thereto and assigns
all pecuniary and voting interests, including sole discretion on the exercise
and sale of such options, to the Oaktree Fund.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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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.
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CUSIP No. 09065H 10 5 Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief,
each of the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated as of this 10th day of August, 1999.
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Managing Director and General Counsel
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CUSIP No. 09065H 10 5 Page 8 of 8 Pages
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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<S> <C>
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.
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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 concerning or it 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: August 10, 1999
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Managing Director and General Counsel
