-----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, EamoaKCAr8LYLQ4FxIJPZH9HOrHiXJyKaYnmH7hYDEq8MhQkxpcpeLiD761E2nyr Qh3ELxxtxv/gW8Zgo1e/TQ== 0000889812-98-000938.txt : 19980416 0000889812-98-000938.hdr.sgml : 19980416 ACCESSION NUMBER: 0000889812-98-000938 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980415 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: RESPONSE USA INC CENTRAL INDEX KEY: 0000889087 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 223088639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50943 FILM NUMBER: 98594037 BUSINESS ADDRESS: STREET 1: 11-H PRINCESS ROAD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6098964500 MAIL ADDRESS: STREET 1: 11-H PRINCESS ROAD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 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 13G 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 13G 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__)* Response USA, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 761235506 (CUSIP Number) April 6, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) |X| Rule 13d-1(c) / / Rule 13d-1(d) *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). 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gabriel Capital, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 135,259 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 135,259 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,259 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.3% 12 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP No. 761235506 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Ariel Fund Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 199,541 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 199,541 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,541 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% 12 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 761235506 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Ariel Management Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 199,541 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 199,541 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,541 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% 12 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 761235506 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) J. Ezra Merkin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 334,800 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 334,800 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,800 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% 12 TYPE OF REPORTING PERSON (See Instructions) IN Item 1. (a) Name of Issuer: Response USA, Inc. (b) Address of Issuer's Principal Executive Offices: 11-H Princess Road Lawrenceville, NJ 08648 Item 2. (a)(b)(c)Name of Person Filing; Address of Principal Business Office or, if none Residence; Citizenship: This Schedule 13G 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 (collectively, the "Reporting Persons"). Merkin is also the sole shareholder, sole director and president of Ariel. 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. Merkin is a United States citizen. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 761235506 Item 3. If this statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is an: (a)[ ] Broker or Dealer registered under Section 15 of the Act (b)[ ] Bank as defined in section 3(a)(6) of the Act (c)[ ] Insurance Company as defined in section 3(a)(19) of the Act (d)[ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (e)[ ] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f)[ ] An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g)[ ] A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(ii)(G) (h)[ ] A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (i)[ ] A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J) Item 4. Ownership: (a) Amount Beneficially Owned: 334,800* (b) Percent of Class: 5.7% (c) Number of Shares as to which such person has: (i) sole power to vote or direct the vote - 0 (ii) shared power to vote or direct the vote - 334,800* (iii) sole power to dispose or direct the disposition of - 0 (iv) shared power to dispose or direct the disposition of - 334,800* *See Attachment A Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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/ David Richardson and Martin Byrne ---------------------------------------- Name: David Richardson Title: Director and Authorized Signatory ARIEL MANAGEMENT CORP. By: /s/ J. Ezra Merkin ---------------------------------------- Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ------------------------------------------- J. EZRA MERKIN Dated: April 15, 1998 ATTACHMENT A As of April 14, 1998, Gabriel is the beneficial owner of 135,259 shares of Common Stock, for a total beneficial ownership of 2.3% of the outstanding shares of Common Stock. As of April 14, 1998, Ariel Fund is the beneficial owner of 199,541 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 199,541 shares of Common Stock owned by Ariel Fund. Accordingly, Ariel may be deemed to be the beneficial owner of 199,541 shares of Common Stock, or 3.4% 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 135,259 shares of Common Stock owned by Gabriel. In addition, as the sole shareholder and president of Ariel, 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 199,541 shares of Common Stock owned by Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 334,800 shares of Common Stock, or 5.7% of the outstanding shares of Common Stock. 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 persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Response USA, Inc., and that this Agreement be included as an attachment 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 15th day of April, 1998. GABRIEL CAPITAL, L.P. By: /s/ J. Ezra Merkin --------------------------------------- Title: General Partner ARIEL FUND LIMITED By: MEESPIERSON MANAGEMENT (CAYMAN) LIMITED By: /s/ David Richardson and Martin Byrne --------------------------------------- Name: David Richardson and Martin Byrne Title: Director and Authorized Signatory 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-----