-----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, KUXtG3sk2MC60JfSMefNFKqIBdUM8dUW8gAIoY7Z0iIa/aET/jr/cfvSMi1uoZpU rAgotFhQEEJZs/hGD9VVog== 0000889812-96-000041.txt : 19960124 0000889812-96-000041.hdr.sgml : 19960124 ACCESSION NUMBER: 0000889812-96-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960123 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33521 FILM NUMBER: 96506345 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/A 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/A 1 AMENDMENT NO. 2 TO 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. 2)* 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) January 19, 1996 --------------------------------------------------------------------------- (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 / /. (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 9 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 255,604 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 255,604 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,604 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 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 9 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 377,000 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 377,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 377,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 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 9 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 41,812 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 377,000 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 41,812 10 SHARED DISPOSITIVE POWER 377,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 418,812 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* 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 9 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 41,812 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 632,604 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 41,812 10 SHARED DISPOSITIVE POWER 632,604 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,416 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 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 This Amendment No. 2 amends and supplements the following Items of the Reporting Persons' Statement on Schedule 13D (the "Schedule"). Item 3. Source and Amount of Funds The information contained in Item 3 to the Schedule is hereby amended and supplemented as follows: From November 29, 1995 through January 22, 1996: (i) Gabriel purchased an aggregate of 53,818 shares of Common Stock at an aggregate cost of $367,477 using its own funds; (ii) Ariel Fund purchased an aggregate of 79,378 shares of Common Stock at an aggregate cost of $542,003 using its own funds, and in addition, (iii) Ariel caused one of its private discretionary investment accounts to purchase 8,804 shares of Common Stock at an aggregate cost of $60,115 using the funds of such account. See Item 5 and Schedule I hereto. Item 4. Purpose of the Transaction The information contained in Item 4 to the Schedule is hereby amended and supplemented as follows: 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 The information contained in Item 5 to the Schedule is hereby amended and 6 supplemented as follows: (a) and (b) Gabriel is the beneficial owner of 255,604 shares of Common Stock, for a total beneficial ownership of 3.2% of the outstanding shares of Common Stock. Ariel Fund is the beneficial owner of 377,000 shares of Common Stock, for a total beneficial ownership of 4.7% 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 377,000 shares of Common Stock owned by Ariel Fund. In addition, Ariel has sole dispositive and voting power with respect to 41,812 shares of Common Stock purchased by a private discretionary investment account. Accordingly, Ariel may be deemed to be the beneficial owner of 418,812 shares of Common Stock, or 5.2% of the outstanding shares of Common Stock. 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 255,604 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 377,000 shares of Common Stock owned by Ariel Fund and the 41,812 shares of Common Stock owned by Ariel's private account. Accordingly, Merkin may be deemed to be the beneficial owner of 674,416 shares of Common Stock, or 8.3% 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 8,103,991 outstanding shares of Common Stock of the Issuer as of December 1, 1995, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. (c) Schedule I indicates the transactions effected by the Reporting Persons during the period from November 28, 1995 through the date hereof. All such trades were effected through the public markets. 7 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: January 23, 1996 8 SCHEDULE I Purchases and Sales of Shares of Common Stock After November 28, 1995 Number of Shares ------------------------------------ Aggregate Aggregate Dollar Price Per Share ArielPrivate Date Amount Share Amount Fund GabrielAccount ---- --------- --------- --------- ----- ------- ------- Balance as of November 28, 1995 -- -- 532,416 297,622 201,786 33,008 November 29, 1995 $16,920 $5.6400 3,000 1,677 1,137 186 November 29, 1995 $56,250 $5.6250 10,000 5,590 3,790 620 November 30, 1995 $28,750 $5.7500 5,000 2,795 1,895 310 December 5, 1995 $57,500 $5.7500 10,000 5,590 3,790 620 January 18, 1996 $13,780 $6.8900 2,000 1,118 758 124 January 18, 1996 $150,700 $6.8500 22,000 12,298 8,338 1,364 January 19, 1996 ($14,970) $7.4850 (2,000) (1,118) (758) (124) January 19, 1996 $82,500 $7.5000 11,000 6,149 4,169 682 January 19, 1996 $143,750 $7.1875 20,000 11,180 7,580 1,240 January 19, 1996 $50,605 $7.2293 7,000 3,913 2,653 434 January 22, 1996 $356,250 $7.1250 50,000 27,950 18,950 3,100 January 22, 1996 $27,560 $6.8900 4,000 2,236 1,516 248 Aggregate Net Purchases November 29, 1995 through January 22, 1996 $969,595 -- 79,378 53,818 8,804 142,000 Balance as of January 23, 1996 -- 674,416 377,000 255,604 41,812 - -------------------------------------------------------------------------------- 9 -----END PRIVACY-ENHANCED MESSAGE-----