-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MofV9mX+lq/cMXorvKwfLX5rC+DOld25omOm7A5EveDeOcqrbjK9U7+5SEqCM01D bBCBqMzQI34aAc0qwww2Ag== 0000889812-95-000627.txt : 19951118 0000889812-95-000627.hdr.sgml : 19951118 ACCESSION NUMBER: 0000889812-95-000627 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951109 SROS: NASD GROUP MEMBERS: ARIEL FUND LIMITED GROUP MEMBERS: ARIEL MANAGEMENT CORP GROUP MEMBERS: GABRIEL CAPITAL, L.P. GROUP MEMBERS: J. EZRA MERKIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PACIFIC CORP CENTRAL INDEX KEY: 0000350832 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 566490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33521 FILM NUMBER: 95588692 BUSINESS ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 STREET 2: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIEL MANAGEMENT CORP CENTRAL INDEX KEY: 0001000242 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133505396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128387200 MAIL ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __________)* American Pacific Corporation (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 028740108 (CUSIP Number) Lawrence G. Goodman, Esq. Shereff, Friedman, Hoffman & Goodman, LLP 919 Third Avenue New York, New York 10022 (212) 758-9500 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 26, 1995 --------------------------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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). SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 028740108 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GABRIEL CAPITAL, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 160,850 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 160,850 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,850 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 028740108 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ARIEL FUND LIMITED 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 237,244 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 237,244 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 237,244 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 028740108 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ARIEL MANAGEMENT CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER 26,312 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 237,244 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 26,312 10 SHARED DISPOSITIVE POWER 237,244 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,556 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 028740108 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. EZRA MERKIN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7 SOLE VOTING POWER 26,312 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 398,094 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 26,312 10 SHARED DISPOSITIVE POWER 398,094 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746 (12-91) SCHEDULE 13D Item 1. Security and Issuer Securities acquired: Common Stock, $.10 par value ("Common Stock") Issuer: American Pacific Corporation 3770 Howard Hughes Parkway, Suite 300 Las Vegas, Nevada 89109 (702) 735-2200 Item 2. Identity and Background (a), (b), (c) and (f) This Schedule 13D is being filed jointly by Gabriel Capital, L.P., a Delaware limited partnership ("Gabriel"), Ariel Fund Limited, a Cayman Islands corporation ("Ariel Fund"), Ariel Management Corp. ("Ariel"), a Delaware Corporation and the Investment Advisor of Ariel Fund, and J. Ezra Merkin ("Merkin"), the General Partner of Gabriel. Merkin is also the sole shareholder, sole director and president of Ariel. Gabriel, Ariel Fund, Ariel and Merkin are hereinafter sometimes referred to collectively as the "Reporting Persons." The business address of each of Gabriel, Ariel and Merkin is 450 Park Avenue, New York, New York 10022 and the business address of Ariel Fund is c/o Maples & Calder, P.O. Box 309, Grand Cayman, Cayman Islands, British West Indies. Gabriel and Ariel Fund are private investment funds. Ariel and Merkin are private investment managers. Merkin is a United States citizen. See Item 5 for information regarding ownership of Common Stock. (d) and (e). During the past five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. 6 Item 3. Source and Amount of Funds Gabriel purchased an aggregate of 160,850 shares of Common Stock at an aggregate cost of $1,048,589 using its own funds. Ariel Fund purchased an aggregate of 237,244 shares of Common Stock at an aggregate cost of $1,572,457 using its own funds. In addition, Ariel caused one of its private discretionary investment accounts to purchase 26,312 shares of Common Stock at an aggregate cost of $174,479 using the funds of such account. See Item 5 and Schedule I hereto. Item 4. Purpose of the Transaction All of the shares of Common Stock reported herein were acquired for investment purposes. Each of the Reporting Persons may acquire or dispose of securities of the Issuer, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Issuer by the Reporting Persons, and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. Except for the foregoing, no Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons retain their respective rights to modify their plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer (a) and (b) Gabriel is the beneficial owner of 160,850 shares of Common Stock, for a total beneficial ownership of 2.0% of the outstanding shares of Common Stock. Ariel Fund is the beneficial owner of 237,244 shares of Common Stock, for a total beneficial ownership of 2.9% of the outstanding shares of Common Stock. Ariel, as Investment Advisor to Ariel Fund, has the power to vote and to direct the voting of and the power to dispose and direct the disposition of the 237,244 shares of Common Stock owned by Ariel Fund. In addition, Ariel has sole dispositive and voting power with respect to 26,312 shares of Common Stock purchased by a private discretionary investment account. Accordingly, Ariel may be deemed to be the beneficial owner of 263,556 shares of Common Stock, or 3.3% of the outstanding shares of Common Stock. 7 As the General Partner of Gabriel, Merkin has the power to vote and to direct the voting of and the power to dispose and direct the disposition of the 160,850 shares of Common Stock owned by Gabriel. In addition, as the sole shareholder and president of Ariel, Merkin may be deemed to have power to vote and to direct the voting of and the power to dispose and direct the disposition of the 237,244 shares of Common Stock owned by Ariel Fund and the 26,312 shares of Common Stock owned by Ariel's private account. Accordingly, Merkin may be deemed to be the beneficial owner of 424,406 shares of Common Stock, or 5.2% of the outstanding shares of Common Stock. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The ownership of the Reporting Persons is based on 8,098,291 outstanding shares of Common Stock of the Issuer as of July 28, 1995, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995. (c) Schedule I indicates the transactions effected by the reporting persons during the past 60 days. All such trades were effected through the public markets. (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing. 8 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GABRIEL CAPITAL, L.P. By: /s/ J. Ezra Merkin ---------------------- Name: J. Ezra Merkin Title: General Partner ARIEL FUND LIMITED By: MEESPIERSON MANAGEMENT (CAYMAN) LIMITED By: /s/ C. Anthony Mellin, Martin Byrne ------------------------------------- Name: C. Anthony Mellin, Martin Byrne Title: Director, Assistant Secretary ARIEL MANAGEMENT CORP. By: /s/ J. Ezra Merkin ---------------------- Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ------------------------- J. EZRA MERKIN Dated: November 9, 1995 SCHEDULE I Purchases of Shares of Common Stock Number of Shares ------------------------------------ Aggregate Aggregate Dollar Price Per Share ArielPrivate Date Amount Share Amount Fund GabrielAccount ---- --------- --------- --------- ----- ------- ------- Balance as of August 31, 1995 $2,584,437 -- 380,190 212,509 144,072 23,609 October 20, 1995 $87,595 $4.3775 20,010 -- 20,010 -- October 26, 1995 $32,116 $5.0150 6,404 3,400 2,626 378 October 31, 1995 $10,280 $5.1400 2,000 1,118 758 124 October 31, 1995 $76,875 $5.1250 15,000 8,385 5,685 930 November 3, 1995 $2,580 $5.1400 502 281 190 31 November 3, 1995 $66,226 $5.2540 12,605 11,383 -- 1,222 November 3, 1995 ($66,126) $5.2460 (12,605) -- (12,605) -- November 6, 1995 $1,542 $5.1400 300 168 114 18 Balance as of November 9, 1995 $2,795,525 -- 424,406 237,244 160,850 26,312 10 Exhibit A AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) of a statement on Schedule 13D or any amendments thereto, with respect to the Common Stock, $.10 par value, of American Pacific Corporation, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 9th day of November, 1995. GABRIEL CAPITAL, L.P. By: /s/ J. Ezra Merkin --------------------- Name: J. Ezra Merkin Title: General Partner ARIEL FUND LIMITED By: MEESPIERSON MANAGEMENT (CAYMAN) LIMITED By: /s/ C. Anthony Mellin, Martin Byrne ------------------------------------- Name: C. Anthony Mellin, Martin Byrne Title: Director, Assistant Secretary ARIEL MANAGEMENT CORP. By: /s/ J. Ezra Merkin --------------------- Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin --------------------- J. EZRA MERKIN -----END PRIVACY-ENHANCED MESSAGE-----