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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FORCENERGY INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
345 206 205
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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)
February 15, 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. 345 206 205 PAGE 2 OF 10 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 OF 7 SOLE VOTING POWER
SHARES 5,039,888
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
5,039,888
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,663,487
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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)
20.7%
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14 TYPE OF REPORTING PERSON
IA;OO
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CUSIP NO. 345 206 205 PAGE 3 OF 10 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 OF 7 SOLE VOTING POWER
SHARES 3,783,123
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
3,783,123
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,783,123
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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)
15.6%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 345 206 205 PAGE 4 OF 10 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 Opportunities Fund II, 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 OF 7 SOLE VOTING POWER
SHARES 1,238,015
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
1,238,015
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,238,015
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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)
5.1%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 345 206 205 PAGE 5 OF 10 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 Forcenergy Inc. (the "Issuer"). The address of the principal
executive office of the Issuer is 2730 S.W. 3rd Avenue, Suite 800, Miami, FL
33129.
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");
(ii) OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership of which Oaktree is the general partner (the
"Principal Fund"); and
(iii) OCM Opportunities Fund II, L.P., a Delaware limited partnership of
which Oaktree is the general partner (the "Opportunities Fund")
The address of the principal business and principal office for each of Oaktree,
the Principal Fund and the Opportunities fund 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 principal business of the Principal Fund is to invest
in entities over which there is a potential for the Oaktree Fund to exercise
significant influence. The principal business of the Opportunities Fund is to
invest in securities and other obligations of distressed entities. In addition,
Oaktree serves as the investment manager of a third-party account (the "Oaktree
Account") with an investment strategy similar to the Opportunities Fund.
Oaktree is the general partner of the Principal Fund and the Opportunities Fund.
The members and executive officers of Oaktree, the Principal Fund and the
Opportunities Fund are listed below. The principal address for each person
listed below is c/o Oaktree Capital Management, LLC, 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 OF OAKTREE
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
PORTFOLIO MANAGERS OF THE PRINCIPAL FUND
Bruce A. Karsh
Stephen A. Kaplan
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CUSIP NO. 345 206 205 PAGE 6 OF 10 PAGES
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PORTFOLIO MANAGERS OF THE OPPORTUNITIES FUND
Bruce A. Karsh
D. Richard Masson
(d) & (e)
During the last five years, none of Oaktree, the Principal Fund or the
Opportunities 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 Principal Fund beneficially owns 3,783,123 shares of Common Stock. In
connection with the reorganization of the Issuer, the Principal Fund received
(a) 3,499,238 shares for $31,060,000 principal amount of the Issuer's 8.5%
Senior Subordinated Notes ("8.5% Notes") and $30,275,000 principal amount of
the Issuer's 9.5% Senior Subordinated Notes (the "9.5% Notes" and, together
with the 8.5% Notes, the "Notes") and (b) 10,510 shares for $121,406 of
unreimbursed legal expenditures. In addition, the Principal Fund has
committed to exercise rights to subscribe for warrants to purchase 273,375
shares of Common Stock at $10.00 per share.
The Opportunities Fund beneficially owns 1,238,015 shares of Common Stock. In
connection with the reorganization of the Issuer, the Opportunities Fund
received (a) 1,146,782 shares of Common Stock for $9,163,000 principal amount
of the Issuer's 8.5% Notes and $10,910,000 principal amount of the Issuer's
9.5% Notes and (b) 1,638 shares for $18,921 of unreimbursed legal
expenditures. In addition, the Opportunities Fund has committed to exercise
rights to subscribe for warrants to purchase 89,595 shares of Common Stock at
$10.00 per share.
The Oaktree Account beneficially owns 18,750 shares of Common Stock. In
connection with the reorganization of the Issuer, the Oaktree Account
received (a) 17,367 shares of Common Stock for $139,000 principal amount of
the Issuer's 8.5% Notes and $165,000 principal amount of the Issuer's 9.5%
Notes and (b) 33 shares for $381 of unreimbursed legal expenditures. In
addition, the Oaktree Account has committed to exercise rights to subscribe
for warrants to purchase 1,350 shares of Common Stock at $10.00 per share.
ITEM 4. PURPOSE OF TRANSACTION
The Principal Fund, the Opportunities Fund and the Oaktree Account acquired the
shares of Common Stock for investment purposes. Oaktree, as the general partner
of the Principal Fund and Opportunities Fund, and as investment manager of the
Oaktree Account, will evaluate the Issuer's businesses and
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CUSIP NO. 345 206 205 PAGE 7 OF 10 PAGES
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prospects, alternative investment opportunities and all other factors deemed
relevant in determining whether additional shares of the Issuer's Common Stock
will be acquired. 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 the Principal Fund, the
Opportunities Fund or the Oaktree Account may be sold. The Issuer has entered
into a registration rights agreement relating to the Common Stock held by the
Principal Fund, the Opportunities Fund and the Oaktree Account. Other than as
disclosed herein, none of the reporting entities currently have an agreement,
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) The Principal Fund beneficially owns 3,783,123 shares, or 15.6% of the
Issuer's Common Stock (based on 24,000,000 shares outstanding). The
Opportunities Fund beneficially owns 1,238,015 shares, or 5.1% of the Issuer's
Common Stock. Oaktree, in its capacity as general partner of the Principal Fund
and the Opportunities Fund, and as investment manager of the Oaktree Account,
may be deemed to beneficially own 5,039,888 shares, or 20.7% of the Issuer's
Common Stock. To the best knowledge of Oaktree, the Principal Fund and the
Opportunities Fund, 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 Principal Fund and Opportunities
Fund, has discretionary authority and control over all of the assets of the
Principal Fund and Opportunities 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 Principal Fund and Opportunities Fund. In
addition, Oaktree, as investment manager of the Oaktree Account, has
discretionary authority and control over all of the assets of the Oaktree
Account pursuant to the investment management agreement for the Oaktree Account,
including the power to vote and dispose of the Issuer's Common Stock held in the
name of the Oaktree Account. 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) None of Oaktree, the Principal Fund or the Opportunities Fund, and to the
best of their knowledge, none of the other people named in response to Item 2
has effected any other 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, the Principal Fund, the
Opportunities Fund or the Oaktree Account, 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.
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CUSIP NO. 345 206 205 PAGE 8 OF 10 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Oaktree, as general partner of the Principal Fund and Opportunities Fund, and as
investment manager of the Oaktree Account, receives a management fee for
managing the assets of each entity, has a carried interest in the Principal Fund
and Opportunities Fund and earns an incentive fee from the Oaktree Account.
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. 345 206 205 PAGE 9 OF 10 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 24th 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
OCM OPPORTUNITIES FUND II, 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. 345 206 205 PAGE 10 OF 10 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 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: February 24, 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
OCM OPPORTUNITIES FUND II, 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
