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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)*
Juno Lighting, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
482047107
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(CUSIP Number)
With a copy to:
Mr. J. Ezra Merkin Lawrence G. Goodman, Esq.
Gabriel Capital, L.P. Swidler Berlin Shereff Friedman, LLP
450 Park Avenue, Ste. 3201 919 Third Avenue
New York, New York 10022 New York, New York 10022
(212) 838-7200 (212) 758-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 10, 1999
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box:|X|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-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. 482047107 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 1,788
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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. 482047107 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 1,212
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,788
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,212
10 SHARED DISPOSITIVE POWER
1,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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 June 30, 1999 (the "Schedule 13D"), filed by Gabriel Capital
Corporation and J. Ezra Merkin, relating to the common stock, par value $.01 per
share ("Common Stock") of Juno Lighting, Inc. (the "Issuer"). The address of the
Issuer is 1300 S. Wolf Road, Des Plaines, IL 60017-5065. Capitalized terms used
and not defined herein shall have the meanings assigned thereto in the Schedule
13D.
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 1,788 shares of Common Stock held by Ariel Fund.
Accordingly, Gabriel Capital may be deemed to be the beneficial owner of 1,788
shares of Common Stock, or 0.0% 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 1,212 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 1,788 shares of Common Stock held by Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 3,000 shares of
Common Stock, or 0.0% 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
2,290,805 outstanding shares of Common Stock of the Issuer as of June 30, 1999,
as reported in the Issuer's Current Report on Form 8-K dated June 30, 1999.
(c) The transactions in the Common Stock by the Reporting
Persons since the filing of the Schedule 13D are set forth on Annex A hereto.
(d) Not Applicable.
(e) The Reporting Persons deemed to be the beneficial owner of
more than five percent of the Common Stock on September 10, 1999.
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: September 17, 1999
Page 5
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Annex A
Purchases and Sales of Shares of Common Stock since the
filing of the Schedule 13D
Number of Shares
Aggregate ------------------------
Date Price Per Share Share Amount Ariel Fund Gabriel
- ---- --------------- ------------ ---------- -------
8/31/99(1) $12.125 5,000 2,980 2,020
9/10/99(1) 11.10 723,835 431,406 292,429
9/10/99(1) 11.10 1,290 769 521
9/14/99(2) 11.2308 1,300 775 525
9/14/99(2) 11.2188 100 60 40
9/15/99(2) 11.375 1,600 954 646
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(1) Open Market Sale
(2) Open Market Purchase
Page 6
