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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CAMINUS CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
133766 10 5
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(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)
January 27, 2000
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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. 133766 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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7 SOLE VOTING POWER
NUMBER OF 3,968,823
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
3,968,823
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,968,823
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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)
27.1%
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14 TYPE OF REPORTING PERSON
IA;OO
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CUSIP NO. 133766 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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7 SOLE VOTING POWER
NUMBER OF 3,968,823
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
3,968,823
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,968,823
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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)
27.1%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 133766 10 5 PAGE 4 OF 8 PAGES
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ITEM 1. SECURITY AND ISSUER
This Statement relates to Common Stock, par value $0.01 per share (the
"Common Stock") of Caminus Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 747
Third Avenue, New York, NY 10017.
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 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. 133766 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
The Oaktree Fund beneficially owns an aggregate of 3,968,823 shares of Common
Stock. The Oaktree Fund acquired 3,968,54 shares of common stock upon the
exchange for 41,669,715 Series A Membership Interests of Caminus LLC, the
predecessor of the Company. An aggregate of $17,140,506 of working capital
funds was paid by the Oaktree Fund as consideration for such membership
interests. In addition, the Oaktree Fund received 434,939 shares from the
cashless exercise of options allocated to the initial investors of Caminus
LLC. On January 27, 2000, in connection with the initial public offering, the
Oaktree Fund sold 434,657 shares for $14.88 per share.
ITEM 4. PURPOSE OF TRANSACTION
The Oaktree Fund acquired the shares of 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 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 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 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 Common Stock owned by it prior to
July 27, 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.
ITEM 5. INTEREST AND 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 3,968,823 shares of Common Stock or
27.1% of the Common Stock outstanding (based on 14,665,693 shares outstanding
on January 27, 2000). To the best of the Oaktree Funds and Oaktree's
knowledge, none of the other people named in response to Item 2 own any
securities of the Issuer.
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CUSIP NO. 133766 10 5 PAGE 6 OF 8 PAGES
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(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 Common Stock held in the name of the Oaktree
Fund. Oaktree and each of the individuals listed in Item 2 disclaims
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 is the beneficial owner of any securities covered by this statement.
(c) Except for the sale of 434,657 shares of Common Stock in connection with
the initial public offering on January 27, 2000, 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
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
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 Common Stock.
(e) Not applicable.
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.
Christopher S. Brothers, a director of the Issuer and a Senior Vice President
of the Oaktree, is eligible to participate in the Issuer's stock option plan
but has not received any stock options pursuant to such plan. Pursuant to
Oaktree policies, Mr. Brothers cannot retain any such stock options granted
to him 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
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. 133766 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 9th day of February, 2000.
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. 133766 10 5 PAGE 8 of 8 PAGES
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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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 arrended.
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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: February 8, 2000
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
