SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
COLLAGENEX PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
19419B100
(CUSIP Number)
OAKTREE CAPITAL MANAGEMENT, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Attention: Kenneth Liang, Esquire
Managing Director and General Counsel
(213) 830-6300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
DECHERT
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Donna E. Ostroff, Esquire
(215) 994-4000
June 30, 2000
(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 / /.
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 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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SCHEDULE 13D
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CUSIP NO. 19419B100 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OAKTREE CAPITAL MANAGEMENT, LLC
I.R.S. ID NO. 95-452-1152
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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 OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,743,214 (1,609,090 of which are
OWNED BY issuable upon the conversion
EACH REPORTING of 177,000 shares of Series D
PERSON WITH Cumulative Convertible Preferred Stock)
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,743,214 (1,609,090 of which are issuable
upon the conversion of 177,000 shares of
Series D Cumulative Convertible Preferred
Stock)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,214 (1,609,090 of which are issuable upon the conversion of
177,000 shares of Series D Cumulative Convertible Preferred Stock)
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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)
16.8% of Common Stock (see Item 5)
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14 TYPE OF REPORTING PERSON*
OO, IA
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 19419B100 Page 4 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
I.R.S. ID NO. 95-459-3041
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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 OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,743,214 (1,609,090 of which are
OWNED BY issuable upon the conversion of 177,000
EACH shares of Series D Cumulative
REPORTING Convertible Preferred Stock)
PERSON WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,743,214 (1,609,090 of which are issuable
upon the conversion of 177,000 shares of
Series D Cumulative Convertible Preferred
Stock)
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,214 (1,609,090 of which are issuable upon the conversion of
177,000 shares of Series D Cumulative Convertible Preferred Stock)
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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)
16.8% of Common Stock (see Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
This Amendment No. 1 amends and supplements the Statement on Schedule
13D (as amended and supplemented, the "Schedule 13D") filed with the Securities
and Exchange Commission on May 21, 1999 by Oaktree Capital Management, LLC
("Oaktree") and OCM Principal Opportunities Fund, L.P. (the "Principal
Opportunities Fund") relating to the common stock, $0.01 par value per share
(the "Common Stock") and the Series D Cumulative Convertible Preferred Stock,
par value $0.01 per share (the "Series D Preferred Stock") of CollaGenex
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended to include:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Certificate of Designation, Preferences and Rights of
Series D Cumulative Convertible Preferred Stock of the Issuer (the "Certificate
of Designation"), the holders of Series D Preferred Stock are entitled to
receive when, as and if declared by the Board of Directors of the Issuer,
dividends on each share of Series D Preferred Stock. Pursuant to the Certificate
of Designation, Oaktree has received three dividend payments of Common Stock
totaling One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124)
shares. Oaktree will be entitled to receive future dividend payments of Common
Stock under the Certificate of Designation.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Principal Opportunities Fund owns and has sole power to vote and dispose
of One Hundred Seventy Seven Thousand (177,000) shares of Series D Preferred
Stock (approximately Eighty Eight and One-Half Percent (88.5%) of the
outstanding shares of Series D Preferred Stock).
The Principal Opportunities Fund owns and has the sole power to vote and dispose
of One Hundred Thirty Four Thousand One Hundred Twenty Four (134,124) shares of
Common Stock (approximately One and Three-Tenths Percent (1.3%) of the
outstanding shares of the Issuer's Common Stock). If the Principal Opportunities
Fund chooses to convert the shares of Series D Preferred Stock into shares of
Common Stock, the Principal Opportunities Fund will own and have sole power to
vote and dispose of One Million Seven Hundred Forty Three Thousand Two Hundred
Fourteen (1,743,214) shares of Common Stock (approximately Sixteen and
Eight-Tenths Percent (16.8%) of the outstanding shares of Common Stock).
Oaktree, in its capacity as the general partner of the Principal Opportunities
Fund may be deemed to own One Hundred Thirty Four Thousand One Hundred Twenty
Four (134,124) shares of Common Stock of the Issuer (approximately One and
Three-Tenths Percent (1.3%) of the Outstanding shares of the Issuer's Common
Stock). If the Principal Opportunities Fund chooses to convert the shares of
Series D Preferred Stock into shares of Common Stock, Oaktree, in its capacity
as general partner of the Principal Opportunities Fund may be deemed to
beneficially own One Million Seven Hundred Forty Three Thousand Two Hundred
Fourteen (1,743,214) shares of Common Stock (approximately Sixteen and
Eight-Tenths Percent (16.8%) of the outstanding shares of Common Stock).
Stephen A. Kaplan, a principal of Oaktree and a portfolio manager of the
Principal Opportunities Fund, individually owns and has the sole power to vote
and dispose of approximately Three Thousand (3,000) shares of Common Stock of
the Issuer (approximately Three-Hundredths of a Percent (0.03%) of the
outstanding shares of the Issuer's Common Stock). Mr. Kaplan acquired these
securities in transactions prior to and unrelated to the Purchase Agreement. The
securities owned by Mr. Kaplan in his capacity as an individual are not covered
by this Schedule 13D.
(b) Oaktree has discretionary authority and control over all of the assets of
the Principal Opportunities Fund pursuant to its status as general partner,
including power to vote and dispose of the Issuer's Series D Preferred Stock or
the Issuer's Common Stock. Therefore, as of the date hereof, Oaktree has the
power to vote and dispose of One Hundred Seventy Seven Thousand (177,000) shares
of the Issuer's Series D Preferred Stock and One Hundred Thirty Four Thousand
One Hundred Twenty Four (134,124) shares of the Issuer's Common Stock.
Alternatively, upon the conversion of the shares of Series D Preferred Stock
into shares of Common Stock, Oaktree will have the power to vote and dispose of
One Million Seven Hundred Forty Three Thousand Two Hundred Fourteen (1,743,214)
shares of the Issuer's Common Stock.
(c) Oaktree, as general partner of the Principal Opportunities Fund, may be
deemed to beneficially own the shares of the Issuer's Series D Preferred Stock
which are acquired by the Principal Opportunities Fund. Oaktree and each of the
individuals listed in Item 2 disclaims ownership of the shares of the Issuer's
Common Stock and Series D Preferred Stock held by the Principal Opportunities
Fund and the filing of this Schedule 13D shall not be construed as an admission
that any such person is the beneficial owner of any securities covered by this
Schedule 13D. Immediately below is a description of the dividend payments made
under the Certificate of Designation since May 21, 1999.
Dividend, June 30, 1999: 18,859 shares of Common Stock
Dividend, December 21, 1999: 34,680 shares of Common Stock
Dividend, June 30, 2000: 80,585 shares of Common Stock
Total: 134,124 shares of Common Stock
Except as disclosed in this Schedule 13D, to the knowledge of Oaktree and the
Principal Opportunities Fund, none of the persons named in Item 2 beneficially
owns any shares of the Issuer's Common Stock, nor have any transactions in
Issuer's Common Stock been effected by any of the persons named in Item 2 during
the past 60 days. In addition, no other person is known by Oaktree and Principal
Opportunities Fund to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
(d) None.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct. In executing this statement, the undersigned agree,
to the extent required by Rule 13d-1(f), that this statement is being filed on
behalf of each of the reporting persons herein.
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<S> <C> <C>
Dated: September 14, 2000 OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
Name: Kenneth Liang
Title: Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC,
its General Partner
By: /s/ Kenneth Liang
Name: Kenneth Liang
Title: Managing Director and General Counsel
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