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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. 2)*
Bradlees, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
104499207
(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)
March 18, 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(b) (3) or (4), 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-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. 104499207 Page 2 of 6 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 2,051,290
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
2,051,290
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,051,290
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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. 104499207 Page 3 of 6 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 1,390,471
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,051,290
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,390,471
10 SHARED DISPOSITIVE POWER
2,051,290
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,441,761
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
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. 2 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of March 4,
1999 (the "Schedule 13D") and Amendment No. 1 to the Schedule 13D relating to
the event date of March 16, 1999, filed 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, and J.
Ezra Merkin, the General Partner of Gabriel Capital L.P., a Delaware limited
partnership (collectively, the "Reporting Persons") relating to the Common Stock
(the "Common Stock") of Bradlees, Inc. (the "Issuer"). The address of the Issuer
is One Bradlees Circle, P.O. Box 9051, Braintree, MA 02184. Capitalized terms
used herein shall have the meanings assigned thereto in the Schedule 13D.
Item 1. 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 2,051,290 shares of Common Stock issuable to
Ariel Fund. Accordingly, Gabriel Capital may be deemed to be the beneficial
owner of 2,051,290 shares of Common Stock, or 20.1% 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 1,390,471 shares of Common Stock issuable to 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 2,051,290 shares of Common Stock
issuable to Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial
owner of 3,441,761 shares of Common Stock, or 33.7% of the outstanding shares of
Common Stock.
In addition, Gabriel and Gabriel Capital may be entitled to
receive up to an additional 162,312 and 239,451 shares of Common Stock,
respectively, in the Issuer's bankruptcy proceeding in exchange for $8,115,619
and $11,972,546 principal amount of trade claims, respectively.
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
10,225,711 outstanding shares of Common Stock of the Issuer as of February 2,
1999, as reported in the Issuer's Prospectus dated February 24, 1999.
(c) The transactions in the Common Stock by the Reporting
Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth on
Annex A hereto.
(d) Not Applicable.
(e) Not Applicable.
Page 4
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Signature
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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: March 23, 1999
Page 5
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Annex A
Purchasers and Sales of Shares of Common Stock since the Filing of the
Schedule 13D.
Aggregate Share Number of Shares
--------------- ----------------
Date Price Per Share Amount Ariel Fund Gabriel
---- --------------- ------ ---------- -------
3/17/99* $3.3125 100,000 59,600 40,400
3/18/99* 3.1875 123,837 73,807 50,030
3/19/99* 3.3125 100,000 59,600 40,400
3/22/99* 3.4128 152,400 40,830 61,570
3/22/99* 3.50 50,000 29,800 20,200
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* Market sale.
