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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)*
Italy Fund
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
465395101
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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 Shereff, Friedman, Hoffman & Goodman, 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)
April 13, 1998
---------------------------------------
(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(b) (3) or (4), check the
following: [ ].
Note: An EDGAR version 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).
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SCHEDULE 13D
CUSIP No. 465395101 Page 2 of 9 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 190,979
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
190,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
190,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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.
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SCHEDULE 13D
CUSIP No. 465395101 Page 3 of 9 Pages
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 281,682
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
281,682
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
281,682
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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. 465395101 Page 4 of 9 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*
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 281,682
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
281,682
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
281,682
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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. 465395101 Page 5 of 9 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*
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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 472,661
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
472,661
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
472,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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.
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SCHEDULE 13D
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of
May 9, 1997 (the "Schedule 13D") filed by Gabriel Capital, L.P., Ariel Fund
Limited, Ariel Management Corp. and J. Ezra Merkin (the "Reporting Persons")
relating to the common stock (the "Common Stock") of Italy Fund (the
"Issuer"). The address of the Issuer is 388 Greenwich Street, New York, New
York 10013. Capitalized terms used herein 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 is the beneficial owner of 190,979
shares of Common Stock, for a total beneficial ownership of 2.0% of the
outstanding shares of Common Stock.
Ariel Fund is the beneficial owner of 281,682 shares of
Common Stock, for a total beneficial ownership of 3.0% 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 281,682 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 281,682 shares
of Common Stock, or 3.0% 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 190,979 shares of Common Stock owned by Gabriel. In
addition, as the sole shareholder and president of Ariel, Merkin may be deemed
to have power to vote and to direct the voting of and the power to dispose and
direct the disposition of the 281,682 shares of Common Stock owned by Ariel
Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 472,661
shares of Common Stock, or 4.9% 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 9,503,089 outstanding shares of Common Stock of the Issuer as of
March 26, 1998, as reported in the Issuer's Proxy Statement for its 1998
Annual Meeting.
(c) Schedule I indicates the transactions effected by the
Reporting Persons during the past 60 days. Except as indicated, all such
trades were effected through the public markets.
(d) Not Applicable.
Page 6
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(e) The Reporting Persons ceased to be the beneficial owner
of more than five percent (5%) of the Common Stock on April 13, 1998.
Page 7
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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, L.P.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ Roger H. Hanson/John Lysaght
--------------------------------
Name: Roger H. Hanson/John Lysaght
Title: Director/Authorized Signatory
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Dated: May 6, 1998
Page 8
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SCHEDULE I
Purchase and Sale of Shares of Common Stock Within the Last 60 Days
Number of Shares
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Aggregate
Price Per Share Ariel
Date Share Amount Fund Gabriel
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4/07/98 $16.00 45,000 26,820 18,180
4/09/98 15.69 25,000 14,900 10,100
4/13/98 15.69 20,000 11,920 8,080
Page 9
