1. Name and Address of Reporting Person
*
Cyanco Holding Corp.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/5/2008
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3. Issuer Name
and
Ticker or Trading Symbol
NEVADA CHEMICALS INC [NCEM]
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(Last)
(First)
(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVE., 28TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
LOS ANGELES, CA 90071
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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This Form 3 is being filed by (i) Cyanco Holding Corp. ("Parent"); (ii) OCM Cyanco Holdings, LLC ("Cyanco LLC"), in its capacity as sole shareholder of Parent; (iii); OCM Principal Opportunities Fund IV Delaware, L.P. ("Fund IV Delaware"), in its capacity as the sole member of Cyanco LLC; (iv) OCM Principal Opportunities Fund IV Delaware GP Inc. ("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware; (v) OCM Principal Opportunities Fund IV, L.P. ("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (vi) OCM Principal Opportunities Fund IV GP, L.P. ("Fund IV GP"), in its capacity as general partner of Fund IV; (vii) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP; (viii) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as sole shareholder of Fund IV GP Ltd; and (ix) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I.
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(
2)
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This Form 3 is also being filed by (i) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; (ii) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I; (iii) Oaktree Capital Management, L.P. ("Oaktree LP"), in its capacity as director of Fund IV GP Ltd.; (iv) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; (v) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc.; (vi) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as holder of a majority of the voting units of OCG; (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as general partner of OCGH; (viii) Jordon Kruse ("Kruse"); and (ix) Cass Traub ("Traub").
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(
3)
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Each of Parent, Cyanco LLC, Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., GP I, Capital I, Holdings I, Holdings, Oaktree LP, Holdings Inc., OCG, OCGH, OCGH GP, Kruse and Traub may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons."
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(
4)
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Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership the securities reported herein, and none of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Support Agreement. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.
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(
5)
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OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3.
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(
6)
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On September 5, 2008, Parent and Calypso Acquisition Corp. entered into Support Agreements (the "Support Agreements") with John T. Day, E. Bryan Bagley, M. Garfield Cook, Nathan L. Wade, James E. Solomon and the BLA Irrevocable Investment Trust (the "Principal Shareholders"). As of September 5, 2008, the Principal Shareholders owned an aggregate of 2,917,387 shares of Common Stock of Nevada Chemicals, Inc. (the "Company"), and 21,000 Common Stock Options.
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(
7)
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Under the Support Agreements, the Principal Shareholders granted to, and appointed, Messers Kruse and Traub, in their respective capacities as officers of Parent, and any individual who thereafter succeeds to any such office of Parent, their proxy and attorney-in-fact to tender such Principal Shareholders' Common Stock or to vote the Principal Shareholders' Common Stock as described in the Support Agreements. As a result of being granted the proxies of and appointed as attorney-in-fact for the Principal Shareholders, Messers Kruse and Traub may be deemed to have an indirect beneficial ownership of 2,917,387 shares of Common Stock and 21,000 Common Stock Options.
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(
8)
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To the extent that the other Reporting Persons have the power to control Messers Kruse and Traub and appoint their successors, whether directly or indirectly solely in their capacities as control persons over an entity in the control chain, the other Reporting Persons may also be deemed to have an indirect beneficial ownership of 2,917,387 shares of Common Stock and 21,000 Common Stock Options.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cyanco Holding Corp.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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|
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OCM Cyanco Holdings, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
|
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X
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|
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OCM Principal Opportunities Fund IV Delaware, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
|
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X
|
|
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OCM Principal Opportunities Fund IV Delaware GP Inc.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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OCM Principal Opportunities Fund IV, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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OCM Principal Opportunities Fund IV GP, LP
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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OCM Principal Opportunities Fund IV GP LTD
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVE., 28TH FLOOR
LOS ANGELES, CA 90071
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X
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Signatures
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/s/ Cyanco Holding Corp. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Cyanco Holdings, LLC by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Principal Opportunities Fund IV Delaware, L.P. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Principal Opportunities Fund IV Delaware GP Inc. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Principal Opportunities Fund IV, L.P. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Principal Opportunities Fund IV GP, L.P. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ OCM Principal Opportunities Fund IV GP Ltd. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ Oaktree Fund GP I, L.P. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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/s/ Oaktree Capital I, L.P. by Dennis M. Myers, P.C. under a Power of Attorney
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9/15/2008
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**
Signature of Reporting Person
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Date
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