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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
RB Asset, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
768030108
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(CUSIP Number)
June 19, 1998
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(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).
CUSIP No. 768030108
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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
5 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY *
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
*
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
*
12 TYPE OF REPORTING PERSON (See Instructions)
PN
* See Attachment A.
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CUSIP No. 768030108
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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
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY *
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH *
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
*
12 TYPE OF REPORTING PERSON (See Instructions)
CO
* See Attachment A.
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CUSIP No. 768030108
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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
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 371,689
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 371,689
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,689
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 768030108
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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
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES 623,666
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON 623,666
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,666
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. (a) Name of Issuer:
RB Asset, Inc.
(b) Address of Issuer's Principal Executive Offices:
645 Fifth Avenue
New York, New York 10022
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. The Reporting
Persons previously filed a Statement on Schedule
13D relating to the event date of October 1, 1997,
as amended, with respect to the Common Stock of the
Issuer's predecessor, River Bank America.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
768030108
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
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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: 623,666*
(b) Percent of Class: 8.8%*
(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 -
623,666*
(iii) sole power to dispose or direct the disposition
of - 0
(iv) shared power to dispose or direct the
disposition of - 623,666*
*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
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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.
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Signature
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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
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Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By:David Richardson/John Lysaght
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Name: David Richardson and John Lysaght
Title: Director/Authorized Signatory
ARIEL MANAGEMENT CORP.
By:/s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Dated: July 7, 1998
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ATTACHMENT A
As of July 7, 1998, Gabriel is the holder of 251,977 shares of Common
Stock, or 3.5% of the outstanding shares of Common Stock. As of July 7, 1998,
Ariel Fund is the holder of 371,689 shares of Common Stock, or 5.2% of the
outstanding shares of Common Stock. Gabriel and Ariel Fund are managed
investment vehicles and neither is the beneficial owner of said shares. 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 371,689
shares of Common Stock owned by Ariel Fund. Accordingly, Ariel may be deemed
to be the beneficial owner of 371,689 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 251,977 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 371,689 shares of Common Stock owned
by Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial owner of
623,666 shares of Common Stock, or 8.8% of the outstanding shares of Common
Stock.
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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 RB Asset, 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 ___ day of July, 1998.
GABRIEL CAPITAL, L.P.
By:/s/ J. Ezra Merkin
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Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By:/s/ David Richardson/John Lysaght
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Name: David Richardson/John Lysaght
Title: Director/Authorized Signatory
ARIEL MANAGEMENT CORP.
By:/s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
