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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. __)*
American Pacific Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
028740108
(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)
May 19, 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 Pages
--------- ------- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 465,908
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
465,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
465,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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.
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SCHEDULE 13D
CUSIP No. 028740108 Page 3 of 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
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 315,889
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 465,908
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 315,889
10 SHARED DISPOSITIVE POWER
465,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
781,797
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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
Item 1. Security and Issuer
Securities acquired: common stock ("Common Stock")
Issuer: American Pacific Corporation
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed jointly
by Gabriel Capital Corporation (f/k/a Ariel Management Corp.), a Delaware
corporation ("Gabriel Capital") and the Investment Advisor of Ariel Fund
Limited, a Cayman Islands corporation ("Ariel Fund"), and J. Ezra Merkin
("Merkin"), the General Partner of Gabriel Capital L.P., a Delaware limited
partnership ("Gabriel"). Merkin is also the sole shareholder, sole director and
president of Gabriel Capital. Gabriel Capital and Merkin are hereinafter
sometimes referred to collectively as the "Reporting Persons." The business
address of each of Gabriel, Gabriel Capital 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. The
Reporting Persons previously filed a Statement on Schedule 13G relating to the
event date of August 6, 1998 with respect to the Common Stock.
Gabriel and Ariel Fund are private investment funds. Gabriel
Capital and Merkin are private investment managers.
Merkin is a United States citizen.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
Gabriel purchased an aggregate of 315,889 shares of Common
Stock at an aggregate cost of $2,211,969 using its own funds. Ariel Fund
purchased an aggregate of 465,908 shares of Common Stock at an aggregate cost of
$3,263,202 using its own funds. See Item 5.
Page 4
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Item 4. Purpose of the Transaction
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 presently intend to acquire additional shares
of Common Stock and 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
(a) and (b)
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 465,908 shares of Common Stock held by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 465,908 shares of
Common Stock, or 5.7% 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 315,889 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 465,908 shares of Common Stock held by Ariel
Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 781,797
shares of Common Stock, or 9.6% 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.
Page 5
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(c) The transactions in the Common Stock by the Reporting
Persons during the past 60 days are set forth on Annex A hereto.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with
Respect to Securities of the Issuer
The Reporting Persons have, from time to time, entered 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 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.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
Page 6
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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
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J. EZRA MERKIN
Dated: May 19, 1999
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Annex A
Purchases and Sales of Shares of Common Stock within the Last 60 Days
Number of Shares
Price Aggregate ----------------
Per Share
Date Share Amount Ariel Fund Gabriel
- ---- ----- ------ ---------- -------
3/29/99(1) $8.125 29,400 17,522 11,878
4/8/99(1) 8.00 15,400 9,178 6,222
4/14/99(2) 7.75 222,630 132,687 89,943
4/21/99(2) 8.5036 3,500 2,086 1,414
4/21/99(2) 8.4595 3,700 2,205 1,495
4/21/99(1) 8.00 30,000 17,880 12,120
- --------------------------------
(1) Open Market Sale
(2) Open Market Purchase
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Exhibit A
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 Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock of American Pacific Corporation and that this
Agreement be included as an Exhibit 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 19th day of May, 1999.
GABRIEL CAPITAL CORPORATION
By: /s/ J. Ezra Merkin
------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
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