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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FINE HOST CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
317832103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the filing 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.)
*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 the disclosures provided in a prior page.
The information required in 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 053323 10 1 13G Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Oaktree Capital Management, LLC**
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
California
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Number of Shares (5) Sole Voting
Beneficially Power 798,651
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 0
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(7) Sole Dispositive
Power 798,651
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(8) Shared Dispositive
Power 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
798,651
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
6.15%
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(12) Type of Reporting Person*
IA; CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
**Oaktree Capital Management, LLC, a California limited liability company
("Oaktree"), is filing in its capacities (i) as the General Partner of the
OCM Opportunities Fund, L.P., a Delaware limited partnership (the
"Oportunities Fund"), (ii) as investment manager of the OCM Convertible
Trust, and (iii) as investment manager for certain third party accounts which
invest in similar securities as the Opportunities Fund or the OCM Convertible
Trust. In such capacities, Oaktree may be deemed to be the beneficial owner
of 798,651 shares of the Issuer's Common Stock, $.01 par value ("Common
Stock") (which represents approximately 6.15% of the outstanding shares of
the Issuer's Common Stock) based on ownership by the Opportunities Fund, the
OCM Convertible Trust and such third party accounts of the Issuer's 5%
Convertible Subordinated Notes.
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Page 3 of 5 Pages
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ITEM 1(A). NAME OF ISSUER
Fine Host Corporation
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ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
3 Greenwich Office Park; Greenwich, CT 06831
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ITEM 2(A). NAME OF PERSON(S) FILING
Oaktree Capital Management, LLC
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ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
550 S. Hope Street, 22nd Floor, Los Angeles, CA 90017
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ITEM 2(C). CITIZENSHIP
California
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ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value
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ITEM 2(E). CUSIP NUMBER
317832103
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /x/ Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note: See Item 7)
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 4 of 5 Pages
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ITEM 4. OWNERSHIP *
(a) Amount Beneficially Owned:
798,651
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(b) Percent of Class:
6.15%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
798,651
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(ii) shared power to vote or to direct the vote
0
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(iii) sole power to dispose or to direct the disposition of
798,651
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(iv) shared power to dispose or to direct the disposition of
0
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* The filing of this Schedule 13G shall not be construed as an admission that
the reporting person or any of its affiliates is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G. In addition, the filing
of this Schedule 13G shall not be construed as an admission that the
reporting person or any of its affiliates is the beneficial owner of any
securities covered by this Schedule 13G for any purposes other than
Section 13(d) of the Securities Exchange Act of 1934.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. / /
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
As of the date of this Schedule 13G, Oaktree, in its capacities (i) as the
General Partner of the OCM Opportunities Fund, L.P., a Delaware limited
partnership (the "Opportunities Fund"), (ii) as investment manager of the OCM
Convertible Trust, and (iii) as investment manager for certain third party
accounts which invest in similar securities as the Opportunities Fund or the
OCM Convertible Trust, may be deemed to beneficially own 798,651 shares of
the Issuer's Common Stock (which represents approximately 6.15% of the
outstanding shares of the Issuer's Common Stock) based on ownership by
Opportunities Fund, the OCM Convertible Trust, and such third party account
of the Issuer's 5% Convertible Notes.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
February 12, 1998
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(Date)
/s/ Kenneth Liang
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(Signature)
Kenneth Liang, Managing Director and
General Counsel
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(Name/Title)
