UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
American Pacific Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
028740108
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(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)
October 22, 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)
<PAGE>
SCHEDULE 13D
CUSIP No. 028740108 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 303,218
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 303,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,218
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*
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 028740108 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 447,227
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 447,227
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,227
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 028740108 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
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 49,601
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 447,227
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,601
WITH
10 SHARED DISPOSITIVE POWER
447,227
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,828
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*
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 028740108 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
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 49,601
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 750,445
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,601
WITH
10 SHARED DISPOSITIVE POWER
750,445
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,046
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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)
<PAGE>
SCHEDULE 13D AMENDMENT NO. 4
This Amendment No. 4 to the Statement on Schedule 13D (as defined below) amends
and supplements the Statement on Schedule 13D relating to the event date of
October 26, 1995 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D
relating to the event date of November 22,1995, Amendment No. 2 to the Schedule
13D relating to the event date of January 19, 1996 and Amendment No. 3 to the
Schedule 13D relating to the event date of January 29, 1996, each filed by
Gabriel Capital, L.P., Ariel Fund Limited, Ariel Management Corp. and J. Ezra
Merkin, relating to the common stock (the "Common Stock") of American Pacific
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 3700 Howard Hughes Parkway, Suite 300, Las Vegas,
Nevada 89109.
Item 3. Source and Amount of Funds
The information contained in Item 3 to the Schedule 13D is
hereby amended and supplemented as follows:
From February 21, 1996 through March 20, 1996: (i) Gabriel
purchased an aggregate of 9,714 shares of Common Stock at an aggregate cost of
$61,995 using its own funds; (ii) Ariel Fund purchased an aggregate of 14,327
shares of Common Stock at an aggregate cost of $91,436 using its own funds,
and (iii) Ariel caused one of its private discretionary investment accounts to
purchase 1,589 shares of Common Stock at an aggregate cost of $10,141 using
the funds of such account. See Item 5.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 to the Schedule 13D is
hereby amended and supplemented as follows:
(a) and (b) Gabriel is the beneficial owner of 303,218 shares
of Common Stock, for a total beneficial ownership of 3.7% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 447,227 shares of
Common Stock, for a total beneficial ownership of 5.5% 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 447,227 shares of Common Stock owned by Ariel Fund. In
addition, Ariel has sole dispositive and voting power with respect to 49,601
shares of Common Stock purchased by a private discretionary investment account.
Accordingly, Ariel may be deemed to be the beneficial owner of 496,828 shares
of Common Stock, or 6.1% of the outstanding shares of Common Stock.
6
<PAGE>
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 303,218 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 447,227 shares of Common Stock owned by Ariel
Fund and the 49,601 shares of Common Stock owned by Ariel's private
discretionary account. Accordingly, Merkin may be deemed to be the beneficial
owner of 800,046 shares of Common Stock, or 9.9% 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
8,105,621 outstanding shares of Common Stock as of July 31, 1996, as reported
in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information contained in Item 6 to the Schedule 13D is
hereby amended and supplemented as follows:
The Reporting Persons may, from time to time, enter into
individually negotiated contracts (commonly referred to as equity swaps) with
third parties, relating to the Common Stock, in which the specific terms may
vary from agreement to agreement. Such agreements, however, are intended to
provide the Reporting Persons with a synthetic means of realizing any increase
(or bearing any decrease) in the value of the shares of Common Stock to which
the agreements relate. Pursuant to such arrangements the Reporting Persons do
not acquire the power to vote or dispose of the Common Stock to which the
agreements relate, nor do they receive any right (or incur any obligation) to
acquire the Common Stock.
7
<PAGE>
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/ P.A. de Ruijter, R.H. Hanson
--------------------------------
Name:
Title: Director, Director
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
---------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
---------------------------
J. EZRA MERKIN
Dated: October 22, 1996
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