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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)*
American Pacific Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
028740108
(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, 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)
January 19, 1996
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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
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 028740108 Page 2 of 9 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 255,604
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
255,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 028740108 Page 3 of 9 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 377,000
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
377,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 028740108 Page 4 of 9 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
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
41,812
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 377,000
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
41,812
10 SHARED DISPOSITIVE POWER
377,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,812
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 028740108 Page 5 of 9 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
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
41,812
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 632,604
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
41,812
10 SHARED DISPOSITIVE POWER
632,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,416
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
This Amendment No. 2 amends and supplements the following
Items of the Reporting Persons' Statement on Schedule 13D (the
"Schedule").
Item 3. Source and Amount of Funds
The information contained in Item 3 to the Schedule is
hereby amended and supplemented as follows:
From November 29, 1995 through January 22, 1996: (i) Gabriel
purchased an aggregate of 53,818 shares of Common Stock at an
aggregate cost of $367,477 using its own funds; (ii) Ariel Fund
purchased an aggregate of 79,378 shares of Common Stock at an
aggregate cost of $542,003 using its own funds, and in addition,
(iii) Ariel caused one of its private discretionary investment
accounts to purchase 8,804 shares of Common Stock at an aggregate
cost of $60,115 using the funds of such account. See Item 5 and
Schedule I hereto.
Item 4. Purpose of the Transaction
The information contained in Item 4 to the Schedule is
hereby amended and supplemented as follows:
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
The information contained in Item 5 to the Schedule is
hereby amended and
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supplemented as follows:
(a) and (b) Gabriel is the beneficial owner of 255,604
shares of Common Stock, for a total beneficial ownership of 3.2%
of the outstanding shares of Common Stock.
Ariel Fund is the beneficial owner of 377,000 shares of
Common Stock, for a total beneficial ownership of 4.7% 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 377,000 shares of Common Stock
owned by Ariel Fund. In addition, Ariel has sole dispositive and
voting power with respect to 41,812 shares of Common Stock
purchased by a private discretionary investment account.
Accordingly, Ariel may be deemed to be the beneficial owner of
418,812 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 255,604 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 377,000 shares of Common Stock owned by
Ariel Fund and the 41,812 shares of Common Stock owned by Ariel's
private account. Accordingly, Merkin may be deemed to be the
beneficial owner of 674,416 shares of Common Stock, or 8.3% 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 8,103,991
outstanding shares of Common Stock of the Issuer as of December
1, 1995, as reported in the Issuer's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995.
(c) Schedule I indicates the transactions effected by the
Reporting Persons during the period from November 28, 1995
through the date hereof. All such trades were effected through
the public markets.
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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
------------------
Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
-----------------------------------
Name: C. Anthony Mellin, Martin Byrne
Title: Director, Assistant Secretary
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
-------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
------------------
J. EZRA MERKIN
Dated: January 23, 1996
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SCHEDULE I
Purchases and Sales of Shares of Common Stock After November 28, 1995
Number of Shares
------------------------------------
Aggregate Aggregate
Dollar Price Per Share ArielPrivate
Date Amount Share Amount Fund GabrielAccount
---- --------- --------- --------- ----- ------- -------
Balance as of
November 28, 1995 -- -- 532,416 297,622 201,786 33,008
November 29, 1995 $16,920 $5.6400 3,000 1,677 1,137 186
November 29, 1995 $56,250 $5.6250 10,000 5,590 3,790 620
November 30, 1995 $28,750 $5.7500 5,000 2,795 1,895 310
December 5, 1995 $57,500 $5.7500 10,000 5,590 3,790 620
January 18, 1996 $13,780 $6.8900 2,000 1,118 758 124
January 18, 1996 $150,700 $6.8500 22,000 12,298 8,338 1,364
January 19, 1996 ($14,970) $7.4850 (2,000) (1,118) (758) (124)
January 19, 1996 $82,500 $7.5000 11,000 6,149 4,169 682
January 19, 1996 $143,750 $7.1875 20,000 11,180 7,580 1,240
January 19, 1996 $50,605 $7.2293 7,000 3,913 2,653 434
January 22, 1996 $356,250 $7.1250 50,000 27,950 18,950 3,100
January 22, 1996 $27,560 $6.8900 4,000 2,236 1,516 248
Aggregate Net
Purchases
November 29, 1995
through January 22,
1996 $969,595 -- 79,378 53,818 8,804 142,000
Balance as of
January 23, 1996 -- 674,416 377,000 255,604 41,812
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