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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. 1)*
American Pacific Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
028740108
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(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Lawrence G. Goodman, Esq.
450 Park Avenue, Ste. 3201 Swidler Berlin Shereff Friedman, LLP
New York, New York 10022 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 1999
---------------------------------------
(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
statement because of Rule 13d-1(e), (f) or (g), check the following: [x].
Note: One copy and an EDGAR version of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) 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. 028740108 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 851,460
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
851,460
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
851,460
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
- --------------------------------------------------------------------------------
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. 028740108 Page 3 of 7 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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
577,237
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 851,460
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 577,237
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
851,460
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,428,697
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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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.
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SCHEDULE 13D
This Amendment No. 1 to the Statement on Schedule 13D (as
defined below) amends and supplements the Statement on Schedule 13D relating to
the event date of May 19, 1999 (the "Schedule 13D"), filed by Gabriel Capital
Corporation and J. Ezra Merkin, relating to the common stock (the "Common
Stock") of American Pacific Corporation (the "Issuer"). Capitalized terms used
and not defined herein shall have the meanings assigned thereto in the Schedule
13D. The address of the Issuer is 3770 Howard Hughes Parkway, Suite 300, Las
Vegas, Nevada 89109.
Item 3. Source and Amount of Funds
Item 3 is hereby amended to add the following:
Since April 22, 1999, Gabriel purchased an aggregate of
261,348 shares of Common Stock at an aggregate cost of $2,090,784 using its own
funds. Since April 22, 1999, Ariel Fund purchased an aggregate of 385,552 shares
of Common Stock at an aggregate cost of $3,084,416 using its own funds. See Item
5.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated in its entirety 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. The Reporting Persons intend to attempt to influence the Issuer to
maximize shareholder value by seeking an acquisition of the Issuer by a third
party.
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
Item 5 is hereby amended and restated in its entirety as
follows:
(a) and (b)
Page 4 of 7 Pages
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Gabriel Capital, 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 851,460 shares of Common Stock held by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 851,460 shares of
Common Stock, or 10.5% 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 577,237 shares of Common Stock held by Gabriel. In addition,
as the sole shareholder and president of Gabriel Capital, 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 851,460 shares of Common Stock held by Ariel
Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 1,428,697
shares of Common Stock, or 17.6% 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
8,131,037 outstanding shares of Common Stock of the Issuer as of April 30, 1999,
as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
March 31, 1999.
In addition, an employee of the Reporting Persons is the
beneficial owner of less than 0.1% of the Common Stock.
(c) The transactions in the Common Stock by the Reporting
Persons since the filing of the 13D are set forth on Annex A hereto.
(d) Not Applicable.
(e) Not Applicable.
Pages 5 of 7 Pages
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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 CORPORATION
By: /s/ J. Ezra Merkin
--------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
--------------------------------
J. EZRA MERKIN
Dated: June 15, 1999
Pages 6 of 7 Pages
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Annex A
Purchases and Sales of Shares of Common Stock since the
filing of the 13D
Number of Shares
Price Aggregate ----------------
Per Share
Date Share Amount Ariel Fund Gabriel
- ---- ----- ------ ---------- -------
6/10/99(1) $8.00 646,900 385,552 261,348
- ---------------
(1) Privately negotiated purchase
Page 7 of 7 Pages
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