-----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, EF8B7JVPAymg5aeyt15CUe7o+MKONmeNFO6cKun9I5YausMs4xhumsrl5C77/oO4 Sw88vyhBFXgE5I5M0cjNGQ== 0000889812-99-001614.txt : 19990521 0000889812-99-001614.hdr.sgml : 19990521 ACCESSION NUMBER: 0000889812-99-001614 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990520 GROUP MEMBERS: ARIEL MANAGEMENT CORP 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: 596490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33521 FILM NUMBER: 99631023 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 STATEMENT OF BENEFICIAL OWNERSHIP 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 (Title of Class of Securities) 028740108 (CUSIP Number) Mr. J. Ezra Merkin With a copy to: Gabriel Capital, L.P. Lawrence G. Goodman, Esq. 450 Park Avenue, Ste. 3201 Swidler Berlin Shereff Friedman, LLP New York, New York 10022 919 Third Avenue (212) 838-7200 New York, New York 10022 (212) 758-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 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 Rule 13d-1(e), (f) or (g), check the following: /x/. Note: One copy and an EDGAR version of this statement, including all exhibits, should be filed with the Commission. See Rule 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. 028740108 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 465,908 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 465,908 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 465,908 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 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. SCHEDULE 13D CUSIP No. 028740108 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 315,889 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 465,908 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 315,889 10 SHARED DISPOSITIVE POWER 465,908 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 781,797 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 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 Item 1. Security and Issuer Securities acquired: common stock ("Common Stock") Issuer: American Pacific Corporation 3770 Howard Hughes Parkway Suite 300 Las Vegas, Nevada 89109 Item 2. Identity and Background (a), (b), (c) and (f) This Schedule 13D is being filed jointly by Gabriel Capital Corporation (f/k/a Ariel Management Corp.), a Delaware corporation ("Gabriel Capital") and the Investment Advisor of Ariel Fund Limited, a Cayman Islands corporation ("Ariel Fund"), and J. Ezra Merkin ("Merkin"), the General Partner of Gabriel Capital L.P., a Delaware limited partnership ("Gabriel"). Merkin is also the sole shareholder, sole director and president of Gabriel Capital. Gabriel Capital and Merkin are hereinafter sometimes referred to collectively as the "Reporting Persons." The business address of each of Gabriel, Gabriel Capital 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. The Reporting Persons previously filed a Statement on Schedule 13G relating to the event date of August 6, 1998 with respect to the Common Stock. Gabriel and Ariel Fund are private investment funds. Gabriel Capital 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. Item 3. Source and Amount of Funds Gabriel purchased an aggregate of 315,889 shares of Common Stock at an aggregate cost of $2,211,969 using its own funds. Ariel Fund purchased an aggregate of 465,908 shares of Common Stock at an aggregate cost of $3,263,202 using its own funds. See Item 5. Page 4 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. The Reporting Persons presently intend to acquire additional shares of Common Stock and intend to attempt to influence the Issuer to maximize shareholder value by seeking an acquisition of the Issuer by a third party. 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 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 465,908 shares of Common Stock held by Ariel Fund. Accordingly, Ariel may be deemed to be the beneficial owner of 465,908 shares of Common Stock, or 5.7% 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 315,889 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 465,908 shares of Common Stock held by Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 781,797 shares of Common Stock, or 9.6% 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 8,131,037 outstanding shares of Common Stock of the Issuer as of April 30, 1999, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1999. In addition, an employee of the Reporting Persons is the beneficial owner of less than 0.1% of the Common Stock. Page 5 (c) The transactions in the Common Stock by the Reporting Persons during the past 60 days are set forth on Annex A hereto. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer The Reporting Persons have, from time to time, entered into individually negotiated contracts (commonly referred to as equity swaps) with third parties, relating to the Common Stock, in which the specific terms may vary from agreement to agreement. Such agreements are intended to provide the Reporting Persons with a synthetic means of realizing any increase (or bearing any decrease) in the value of the shares of Common Stock to which the agreements relate. Pursuant to such arrangements the Reporting Persons do not acquire the power to vote or dispose of the Common Stock to which the agreements relate, nor do they receive any right (or incur any obligation) to acquire the Common Stock. Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing. Page 6 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: May 19, 1999 Page 7 Annex A Purchases and Sales of Shares of Common Stock within the Last 60 Days Number of Shares Price Aggregate ---------------- Per Share Date Share Amount Ariel Fund Gabriel - ---- ----- ------ ---------- ------- 3/29/99(1) $8.125 29,400 17,522 11,878 4/8/99(1) 8.00 15,400 9,178 6,222 4/14/99(2) 7.75 222,630 132,687 89,943 4/21/99(2) 8.5036 3,500 2,086 1,414 4/21/99(2) 8.4595 3,700 2,205 1,495 4/21/99(1) 8.00 30,000 17,880 12,120 - -------------------------------- (1) Open Market Sale (2) Open Market Purchase Page 9 EX-99.A 2 AGREEMENT OF JOINT FILING 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 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 19th day of May, 1999. GABRIEL CAPITAL CORPORATION By: /s/ J. Ezra Merkin ------------------ Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ------------------ J. EZRA MERKIN Page 8 -----END PRIVACY-ENHANCED MESSAGE-----