UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 1, 2008
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 333-144256 | 26-0354783 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 9 West 57th Street, New York, New York | 10019 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
212-790-0041
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
Estimated Unaudited January Returns
The following information is being provided to investors in the private investment funds that we manage with respect to estimated performance for the month ended January 31, 2008. The following information is not necessarily indicative of our anticipated financial results.
Fund | January 2008 Performance Estimate (1)(2) | ||
OZ Master Fund, Ltd. | -1.12 | % | |
OZ Europe Master Fund, Ltd. | -2.04 | % | |
OZ Asia Master Fund, Ltd. | -1.89 | % | |
OZ Global Special Investments Master Fund, L.P. | -0.71 | % |
| (1) | Monthly performance data are based on management’s estimates as of the date hereof for performance of the referenced funds from January 1, 2008 to January 31, 2008. Such data may change upon completion of our month-end valuation procedures. Such changes could be material. |
| (2) | Reflects a composite of the monthly return for the feeder funds comprising each master fund and is presented on a total return basis, net of all fees and expenses of the relevant fund (except incentive compensation on certain unrealized private investments that could reduce returns on these investments at the time of realization) and includes the reinvestment of all dividends and income. Includes realized and unrealized gains and losses attributable to certain private and initial public offering investments that are not allocated to all investors in the funds. Investors that do not participate in such investments or that pay different fees may experience materially different returns. |
Estimated Unaudited Assets Under Management
In addition, we are disclosing to investors in the private investment funds that we manage that, as of February 1, 2008, the estimated unaudited amount of assets under management was approximately $33.0 billion, which reflects a net decrease in AUM of approximately $200 million. The decrease in AUM is inclusive of performance for the month ended January 31, 2008 and capital flows as of February 1, 2008.
The information in this report is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to, among other things, future financial and business performance events, strategies and expectations. We generally identify forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon the historical performance of us and our subsidiaries and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to global and domestic market and business conditions, our ability to successfully compete for fund investors, investment opportunities and talent, successful execution of our business and growth strategies, our ability to successfully manage conflicts of interest, and tax and other regulatory factors relevant to our structure and status as a public company, as well as assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in our filings with the Securities and Exchange Commission, including but not limited to our registration statement on Form S-1 (registration no. 333-144256). Any forward-looking statements contained in this report are made only as of the date hereof. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC | ||
| By: | /s/ Joel M. Frank | |
| Joel M. Frank | ||
| Chief Financial Officer | ||
February 4, 2008
