-----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, EYezErgzY1edneRErSxmy5R7+lx12mGNRWSgRnDjYKG9yh7eGVP4KngmCvoKnyxC T4tmBd0FtcGTURwWRXBcOQ== 0000889812-97-001286.txt : 19970602 0000889812-97-001286.hdr.sgml : 19970602 ACCESSION NUMBER: 0000889812-97-001286 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970530 SROS: NYSE 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: ITALY FUND INC CENTRAL INDEX KEY: 0000785855 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37343 FILM NUMBER: 97616854 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 6175731332 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Italy Fund (Name of Issuer) Common Stock (Title of Class of Securities) 465395101 (CUSIP Number) Mr. J. Ezra Merkin With a copy to: Gabriel Capital, L.P. Lawrence G. Goodman, Esq. 450 Park Avenue, Ste. 3201 Shereff, Friedman, Hoffman & Goodman, 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 9, 1997 (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(b) (3) or (4), check the following: [ ]. Note: An EDGAR version 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). SCHEDULE 13D CUSIP No. 465395101 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 NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 221,723 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 221,723 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,723 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% 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. SCHEDULE 13D CUSIP No. 465395101 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 NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 327,038 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 327,038 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,038 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 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. 465395101 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* 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 28,539 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 327,038 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 28,539 WITH 10 SHARED DISPOSITIVE POWER 327,038 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,577 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 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. 465395101 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* 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 28,539 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 548,761 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 28,539 WITH 10 SHARED DISPOSITIVE POWER 548,761 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 577,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 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, $.01 par value ("Common Stock") Issuer: Italy Fund 388 Greenwich Street New York, NY 10013 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., a Delaware corporation ("Ariel") 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS Gabriel purchased an aggregate of 221,723 shares of Common Stock at an aggregate cost of $2,049,457.28 using its own funds. Ariel Fund purchased an aggregate of 327,038 shares of Common Stock at an aggregate cost of $3,022,947.13 using its own funds. In addition, a private discretionary investment account of Ariel purchased 28,539 shares of Page 6 Common stock at an aggregate cost of $148,667.98 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 221,723 shares of Common Stock, for a total beneficial ownership of 2.3% of the outstanding shares of Common Stock. Ariel Fund is the beneficial owner of 327,038 shares of Common Stock, for a total beneficial ownership of 3.4% 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 327,038 shares of Common Stock owned by Ariel Fund. In addition, Ariel has sole dispositive and voting power with respect to 28,539 shares of Common Stock purchased by a private discretionary investment account. Accordingly, Ariel may be deemed to be the beneficial owner of 355,577 shares of Common Stock, or 3.7% 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 221,723 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 327,038 shares of Common Stock owned by Ariel Fund and the 28,539 shares of Common Stock owned by Ariel's private discretionary investment account. Accordingly, Merkin may be deemed to be the beneficial owner of 577,300 shares of Common Stock, or 6.1% of the outstanding shares of Common Stock. Page 7 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 9,503,089 outstanding shares of Common Stock of the Issuer as of March 26, 1997, as reported in the Issuer's Proxy Statement for its 1997 Annual Meeting. (c) Schedule I indicates the transactions effected by the Reporting Persons during the past 60 days. Except as indicated, all such trades were effected through the public markets. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A. Agreement of Joint Filing. Page 8 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, L.P. BY: /S/ J. EZRA MERKIN --------------------------------- Title: General Partner ARIEL FUND LIMITED BY: MEESPIERSON MANAGEMENT (CAYMAN) LIMITED BY: /S/ R.H. HANSON J. LYSAGHT --------------------------------- Name: R.H. Hanson J. Lysaght Title: Director ARIEL MANAGEMENT CORP. BY: /S/ J. EZRA MERKIN --------------------------------- Name: J. Ezra Merkin Title: President /S/ J. EZRA MERKIN --------------------------------- J. EZRA MERKIN Dated: May 30, 1997 Page 9 SCHEDULE I PURCHASE OF SHARES OF COMMON STOCK WITHIN THE LAST 60 DAYS
Number of Shares Aggregate ---------------------------------------------- Price Per Share Ariel Private Date Share Amount Fund Gabriel Account ---- --------- --------- ----- ------- ------- March 31, 1997 $8.6250 10,000 5,590 3,790 620 April 30, 1997 $8.8750 5,600 3,338 2,262 0 May 6, 1997 $8.8750 1,000 596 404 0 May 9, 1997 $9.1250 13,100 7,808 5,292 0 May 15, 1997 $8.8750 76,500 45,594 30,906 0 May 19, 1997 $9.1250 10,000 5,960 4,040 0 May 20, 1997 $9.0000 800 477 323 0 May 21, 1997 $9.2500 10,000 5,960 4,040 0
Page 10 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, $.01 par value, of Italy Fund, 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 30th day of May, 1997. GABRIEL CAPITAL, L.P. BY: /S/ J. EZRA MERKIN ----------------------------- Title: General Partner ARIEL FUND LIMITED BY: MEESPIERSON MANAGEMENT (CAYMAN) LIMITED BY: /S/ R. H. HANSON J. LYSAGHT ------------------------------ Name: R. H. Hanson J. Lysaght Title: Director ARIEL MANAGEMENT CORP. BY: /S/ J. EZRA MERKIN ------------------------------ Name: J. Ezra Merkin Title: President /S/ J. EZRA MERKIN --------------------------------- J. EZRA MERKIN Page 11 -----END PRIVACY-ENHANCED MESSAGE-----