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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. 3)*
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 405 Lexington Avenue
(212) 838-7200 New York, New York 10174
(212) 973-0111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 25, 2000
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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
statement because of Rule 13d-1(e), (f) or (g), check the following: [ ].
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 5 Pages
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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 8 SHARED VOTING POWER
OWNED BY 293, 008
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
293, 008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
293, 008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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 5 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 198,689
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 293, 008
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 198,689
10 SHARED DISPOSITIVE POWER
293, 008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
491,697
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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.
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SCHEDULE 13D
This Amendment No. 3 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"), Amendment No. 1 to the
Schedule 13D relating to the event date of June 10, 1999, filed by Gabriel
Capital Corporation and J. Ezra Merkin, relating to the common stock and
Amendment No. 2 to the Schedule 13D relating to the event date of January 4,
2000 (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 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as
follows:
(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 363,932 shares of Common Stock held by Ariel Fund.
Accordingly, Gabriel Capital may be deemed to be the beneficial owner of 293,008
shares of Common Stock, or 3.8% 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 198,689 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 293,008 shares of Common Stock held by Ariel
Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 491,697
shares of Common Stock, or 6.3% 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
7,808,137 outstanding shares of Common Stock of the Issuer as of December 1,
1999, as reported in the Issuer's Annual Report on Form 10-K for the period
ended September 30, 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 in the past sixty days are set forth on Annex A hereto.
(d) Not Applicable.
(e) Not Applicable.
Page 4
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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: January 27, 1999
Page 5
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Annex A
Purchases and Sales of Shares of Common Stock Since the Most Recent
Filing on Schedule 13D
Number of Shares
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Price Aggregate
Per Share
Date Share Amount Ariel Fund Gabriel
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1/19/00(1) 8.1809 8,500 5,066 3,434
1/20/00(1) 8.0394 21,600 12,874 8,726
1/21/00(1) 8.00 1,000 596 404
1/24/00(2) 8.1875 100 60 40
1/25/00(1) 7.9375 88,000 82,448 35,552
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(1) Open market sale
(2) Open market purchase
