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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Continental Information Systems Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
211497102
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(CUSIP Number)
Lawrence G. Goodman, Esq.
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 1998
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(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
schedule because of Rule 13d-1(b)(3) or (4), check the following / /.
Note: Six copies 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).
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SCHEDULE 13D
CUSIP No. 211497102 Page 2 of 11 Pages
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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
7. Sole Voting Power
Number of Shares
Beneficially 8. Shared Voting Power
Owned by Each
Reporting Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
14. Type of Reporting Person*
PN
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*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.
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SCHEDULE 13D
CUSIP No. 211497102 Page 3 of 11 Pages
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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
7. Sole Voting Power
Number of Shares
Beneficially 8. Shared Voting Power
Owned by Each
Reporting Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
14. Type of Reporting Person*
CO
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*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.
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SCHEDULE 13D
CUSIP No. 211497102 Page 4 of 11 Pages
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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
00
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
7. Sole Voting Power
Number of Shares
Beneficially 8. Shared Voting Power
Owned by Each
Reporting Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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
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*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.
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SCHEDULE 13D
CUSIP No. 211497102 Page 5 of 11 Pages
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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
00
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
7. Sole Voting Power
Number of Shares
Beneficially 8. Shared Voting Power
Owned by Each
Reporting Person 9. Sole Dispositive Power
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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
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*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.
<PAGE>
SCHEDULE 13D AMENDMENT NO. 2
This Amendment No. 2 to the Statement on Schedule 13D (as defined below) amends
and supplements the Statement on Schedule 13D relating to the event date of
November 1, 1995 (the "Schedule 13D"), filed by Gabriel Capital, L.P., Ariel
Fund Limited, Ariel Management Corp. and J. Ezra Merkin, and Amendment No. 1 to
the Schedule 13D relating to the event date of October 28, 1996, each relating
to the common stock, $.01 par value, (the "Common Stock") of Continental
Information Systems Corporation (the "Issuer"). Capitalized terms used herein
and not defined herein shall have the meanings assigned thereto in the Schedule
13D. The address of the Issuer is One Northern Concourse, North Syracuse, New
York 13212.
Item 5. Interest in Securities of the Issuer
(a) and (b) The Reporting Persons no longer beneficially own
any Common Stock.
(c) Schedule I indicates the transactions effected by the
Reporting Persons during the past 60 days. All such transactions were effected
through the public markets.
(d) Not Applicable
(e) On December 1, 1998, the Reporting Persons ceased to
beneficially own greater than five percent (5%) of the Common Stock.
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Signatures
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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Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGMENT (CAYMAN)
LIMITED
By: /s/ Authorized Signatory
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Name: Authorized Signatory
Title: 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: January __, 1999
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SCHEDULE I
Sales of Shares of Common Stock
<TABLE>
<CAPTION>
Number of Shares
--------------------------------------------------
Aggregate
Date Price Per Share Ariel
Share Amount Fund Gabriel
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<S> <C> <C> <C> <C>
12/01/98 $1.31 694,785 414,092 280,693
</TABLE>
