-----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, AkpPj58c5732n5hw+RHJs0SfzTfiXQ5MnJ+TRDdfaFaBS4v76ibYoX72/MqjE0DL KTfwCgh2YEfJ662KL+DQuA== 0000889812-99-002749.txt : 19990922 0000889812-99-002749.hdr.sgml : 19990922 ACCESSION NUMBER: 0000889812-99-002749 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990921 GROUP MEMBERS: ARIEL MANAGEMENT CORP GROUP MEMBERS: J. EZRA MERKIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNO LIGHTING INC CENTRAL INDEX KEY: 0000723888 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 362852993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35144 FILM NUMBER: 99714496 BUSINESS ADDRESS: STREET 1: 1300 S WOLF ROAD STREET 2: PO BOX 5065 CITY: DES PLAINES STATE: IL ZIP: 60017-5065 BUSINESS PHONE: 8478279880 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. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Juno Lighting, Inc. ---------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 482047107 -------------- (CUSIP Number) With a copy to: Mr. J. Ezra Merkin Lawrence G. Goodman, Esq. Gabriel Capital, L.P. Swidler Berlin Shereff Friedman, LLP 450 Park Avenue, Ste. 3201 919 Third Avenue New York, New York 10022 New York, New York 10022 (212) 838-7200 (212) 758-9500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 10, 1999 --------------------------------------- (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 statement because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:|X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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). SCHEDULE 13D CUSIP No. 482047107 Page 2 of Pages --------- ------- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gabriel Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,788 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 1,788 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 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. SCHEDULE 13D CUSIP No. 482047107 Page 3 of 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* OO 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 NUMBER OF 7 SOLE VOTING POWER SHARES 1,212 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 1,788 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,212 10 SHARED DISPOSITIVE POWER 1,788 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 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. SCHEDULE 13D This Amendment No. 1 to the Statement on Schedule 13D (as defined below) amends and supplements the Statement on Schedule 13D relating to the event date of June 30, 1999 (the "Schedule 13D"), filed by Gabriel Capital Corporation and J. Ezra Merkin, relating to the common stock, par value $.01 per share ("Common Stock") of Juno Lighting, Inc. (the "Issuer"). The address of the Issuer is 1300 S. Wolf Road, Des Plaines, IL 60017-5065. Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Schedule 13D. Item 5. Interest in Securities of the Issuer (a) and (b) Gabriel Capital, 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 1,788 shares of Common Stock held by Ariel Fund. Accordingly, Gabriel Capital may be deemed to be the beneficial owner of 1,788 shares of Common Stock, or 0.0% 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 1,212 shares of Common Stock held by Gabriel. In addition, as the sole shareholder and president of Gabriel Capital, Merkin may be deemed to have the power to vote and to direct the voting of and the power to dispose and direct the disposition of the 1,788 shares of Common Stock held by Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 3,000 shares of Common Stock, or 0.0% 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 2,290,805 outstanding shares of Common Stock of the Issuer as of June 30, 1999, as reported in the Issuer's Current Report on Form 8-K dated June 30, 1999. (c) The transactions in the Common Stock by the Reporting Persons since the filing of the Schedule 13D are set forth on Annex A hereto. (d) Not Applicable. (e) The Reporting Persons deemed to be the beneficial owner of more than five percent of the Common Stock on September 10, 1999. Page 4 Signature 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 CORPORATION By: /s/ J. Ezra Merkin ------------------------ Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ----------------------------------- J. EZRA MERKIN Dated: September 17, 1999 Page 5 Annex A Purchases and Sales of Shares of Common Stock since the filing of the Schedule 13D Number of Shares Aggregate ------------------------ Date Price Per Share Share Amount Ariel Fund Gabriel - ---- --------------- ------------ ---------- ------- 8/31/99(1) $12.125 5,000 2,980 2,020 9/10/99(1) 11.10 723,835 431,406 292,429 9/10/99(1) 11.10 1,290 769 521 9/14/99(2) 11.2308 1,300 775 525 9/14/99(2) 11.2188 100 60 40 9/15/99(2) 11.375 1,600 954 646 - ---------------- (1) Open Market Sale (2) Open Market Purchase Page 6 -----END PRIVACY-ENHANCED MESSAGE-----