UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENERAL MARITIME CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
Y2692M 10 3
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(CUSIP Number)
John B. Frank
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)
June 12, 2001
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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).
CUSIP No. Y2692M 10 3 Page 2 of 11 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
NUMBER OF SOLE VOTING POWER
SHARES 2,000
BENEFICIALLY -----------------------------------------------------
OWNED BY 8
EACH SHARED VOTING POWER
REPORTING 9,001,146
PERSON WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
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10
SHARED DISPOSITIVE POWER
9,001,146
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,003,146
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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)
24.3%
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14
TYPE OF REPORTING PERSON
IA; OO
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CUSIP No. Y2692M 10 3 Page 3 of 11 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
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
Delaware
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7
NUMBER OF SOLE VOTING POWER
SHARES None
BENEFICIALLY ------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 9,001,146
PERSON WITH
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9
SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
9,001,146
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,001,146
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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)
24.3%
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14
TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2692M 10 3 Page 4 of 11 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 Ajax Investments, Inc.
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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
Cayman Islands
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7
NUMBER OF SOLE VOTING POWER
SHARES None
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 9,001,146
REPORTING ------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10
SHARED DISPOSITIVE POWER
9,001,146
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,001,146
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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)
24.3%
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14
TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
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This Statement relates to Common Stock, par value $0.01 per share (the
"Common Stock") of General Maritime Corporation, a Marshall Islands
corporation (the "Issuer"). The address of the principal executive office of
the Issuer is 35 West 56th Street, New York, NY 10019.
Item 2. Identity and Background
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(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
"Oaktree Fund"); and
(iii) OCM Ajax Investments, Inc., a Cayman Islands company and a wholly
owned subsidiary of the Oaktree Fund (the "Oaktree Sub").
(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
John B. Frank Managing Director and General Counsel
(ii) 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 (i) 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.
Stephen A. Kaplan
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Ronald N. Beck
1301 Avenue of the Americas, 34th Floor
New York, NY 10019
(iii) The Oaktree Sub
The address of the principal business and principal office for the Oaktree
Sub is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
The principal business of the Oaktree Sub is its investment in the Issuer.
The Oaktree Sub is a wholly owned subsidiary of the Oaktree Fund. (See
information in section (ii) above regarding the portfolio managers of the
Oaktree Fund.) The names and addresses of the executive officers and
directors of the Oaktree Sub are listed below. All individuals listed below
are citizens of the United States of America.
Executive Officers and Directors
Stephen A. Kaplan President and Director
Kenneth Liang Vice President, Secretary and Director
B. James Ford Vice President and Director
Richard Goldstein Vice President
Vincent Cebula Vice President
Christopher Brothers Vice President
Michael Harmon Vice President
(d) & (e)
During the last five years, none of Oaktree, the Oaktree Fund, or the
Oaktree Sub, 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 Sub, the Oaktree Fund and Oaktree beneficially own 9,001,146
shares of Common Stock, though legal title to such shares is held by the
Oaktree Sub, a wholly owned subsidiary of the Oaktree Fund. The Oaktree Sub
received the reported shares in a recapitalization of the Issuer on June 12,
2001 which closed following effectiveness of the registration statement
relating to the Issuer's initial public offering. As part of the
recapitalization, the Oaktree Sub received shares in exchange for its
limited partner interests in two limited partnerships owning ocean going
tanker vessels that were contributed by various persons to the Issuer in the
recapitalization. All of the shares received by the Oaktree Sub were
deposited into a series of escrow accounts; 900,115 were deposited into a
purchase price allocation account, 900,115 were deposited into an indemnity
escrow account, 60,031 were deposited into a collar adjustment escrow
account, and the balance of 7,140,885 shares will be released to the Oaktree
Sub no later than July 12, 2001. Shares in the price calculation account may
be reallocated at a later date based upon the closing balance sheets of the
entities and assets contributed by various persons to the Issuer as of the
time of the recapitalization. Shares in the indemnity escrow account may be
recovered by the Issuer in the event of a breach of representations and
warranties of the Oaktree Sub made as of the time of closing of the
recapitalization. In the event of such an indemnity payment, the reporting
persons may be required to deliver to the Issuer shares in addition to those
held for its account in the indemnity escrow account.
The reporting persons will have the right to receive additional shares from
the collar adjustment escrow account or be obligated to relinquish shares
held in the escrow account depending on the value per share of the Issuer's
Common Stock on the date of the recalculation described below. The reporting
persons will receive additional shares if the subsequent share value is
below the initial public offering price and will be required to relinquish
shares if the share value is above the initial public offering price,
according to a specified formula, but in no event will the reporting persons
be entitled to receive more than 106,209 shares of Common Stock (in addition
to the return of the 60,031 shares deposited by the reporting persons into
the collar adjustment account) or be required to relinquish more than 60,031
shares of common stock. For purposes of determining the number of shares to
be received or relinquished in connection with the collar adjustment escrow
account, the number of shares will be recalculated on the first anniversary
of the initial public offering of the Issuer or, if earlier, on the closing
date of an underwritten public offering in which (together with all prior
registered public offerings of the Issuer) the former limited partners of
several of the partnerships that participated in the recapitalization have
sold an aggregate of at least one third of the shares of common stock issued
to them or deposited in an escrow account on their behalf on the date of the
initial public offering of the Issuer.
Oaktree and the Oaktree Fund also beneficially owns 2,000 shares of Common
Stock (pursuant to options that vested on June 15, 2001 and are exercisable
until June 11, 2011) 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
----------------------
The Oaktree Sub, a wholly owned subsidiary of 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, the Oaktree Fund and the Oaktree Sub
may be sold. Within approximately six months after the Issuer's initial
public offering, the Oaktree Sub will be liquidated and all of the shares
held by the Oaktree Sub will be distributed to the Oaktree Fund as its sole
shareholder. As the general partner of the Oaktree Fund, Oaktree will have
voting and dispositive power over the shares that will be held by the
Oaktree Fund.
In connection with the Issuer's initial public offering, the Oaktree Sub and
the Oaktree Fund entered into a lock-up agreement pursuant to which each
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
December 9, 2001, 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 and the Oaktree Sub may be
made at any time without further prior notice. Other than as disclosed
herein, neither the Oaktree Sub, the Oaktree Fund nor Oaktree currently has
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, the
Oaktree Sub, the Oaktree Fund and 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, the Oaktree Sub, the Oaktree Fund and
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
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(a) Each of the Oaktree Sub, the Oaktree Fund and Oaktree, may be deemed
to beneficially own 9,001,146 shares of Common Stock or 24.3% of the Common
Stock outstanding (based on 37,000,000 shares of Common Stock outstanding on
June 12, 2001). Stephen A. Kaplan holds, but disclaims beneficial ownership
of, options, that vested on June 15, 2001 and are exercisable until June 11,
2011, to purchase 2,000 shares, or 0.005%, of the oustanding Common Stock.
To the best of the Oaktree Sub's, 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) Within approximately six months after the initial public offering of
the Issuer, the Oaktree Sub will be liquidated and all of the shares held by
the Oaktree Sub will be distributed to the Oaktree Fund as its sole
shareholder. 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 and,
therefore, will have voting and dispositive power over the shares of the
Issuer's Common Stock that will be held by 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 9,001,146 shares of Common Stock received on June 12,
2001 by the Oaktree Sub in the Issuer's initial public offering, and the
option of Stephen A. Kaplan to purchase 2,000 shares of Common Stock,
neither Oaktree, the Oaktree Fund, nor the Oaktree Sub 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, the Oaktree Fund, and the
Oaktree Sub 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
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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 and Oaktree, 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.
The Issuer has granted Oaktree management consultation rights in connection
with its and the Oaktree Fund's status as a venture capital operating
company. These rights will terminate on the date upon which Oaktree,
together with its affiliates, ceases to beneficially hold a number of equity
securities issued by the Issuer equal to or less than 10% of the equity
securities held by Oaktree and its affiliates upon the closing of the
Issuer's initial public offering.
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.
SIGNATURE
After reasonable inquiry and to the best of 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 6th day of July 2001.
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ John B. Frank
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By: John B. Frank
Title: Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
/s/ John B. Frank
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By: John B. Frank
Title: Managing Director and General Counsel
OCM AJAX INVESTMENTS, INC.
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Vice President and Secretary
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.
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 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: July 6, 2001
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ John B. Frank
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By: John B. Frank
Title: Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
/s/ John B. Frank
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By: John B. Frank
Title: Managing Director and General Counsel
OCM AJAX INVESTMENTS, INC.
/s/ Kenneth Liang
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By: Kenneth Liang
Title: Vice President and Secretary