BRADLEES INC
SC 13D/A, 1999-03-18
VARIETY STORES
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                 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 16, 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).


<PAGE>

                                  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       8       SHARED VOTING POWER        
      OWNED BY                 2,364,927
        EACH           
      REPORTING        9       SOLE DISPOSITIVE POWER 
       PERSON         
        WITH          10       SHARED DISPOSITIVE POWER
                               2,364,927

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                                2,364,927

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                     /_/

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                    23.1%

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.


<PAGE>

                                  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                  1,603,071
    BEMEFICIALLY                    
      OWNED BY         8       SHARED VOTING POWER
        EACH                   2,364,927
      REPORTING        
       PERSON          9       SOLE DISPOSITIVE POWER
        WITH                   1,603,071
             
                      10       SHARED DISPOSITIVE POWER
                               2,364,927

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                                    3,967,998

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                     /_/

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                    38.8%

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.


<PAGE>

                                  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 March 4,
1999 (the "Schedule 13D"), 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 2,364,927 shares of Common Stock issuable to Ariel
Fund. Accordingly, Gabriel Capital may be deemed to be the beneficial owner of
2,364,927 shares of Common Stock, or 23.1% 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
1,603,071 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 2,364,927 shares of Common Stock issuable to Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 3,967,998 shares
of Common Stock, or 38.8% 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 the Schedule 13D are set forth on Annex A hereto.

         (d) Not Applicable.

         (e) Not Applicable.


                                     Page 4

<PAGE>

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: March 18, 1999


                                     Page 5

<PAGE>

                                     Annex A

         Purchasers and Sales of Shares of Common Stock since the Filing of the
Schedule 13D.



                                                              Number of Shares
                                                              ----------------
                                     Aggregate Share
                                     ---------------
  Date               Price Per Share      Amount       Ariel Fund        Gabriel
  ----               ---------------      ------       ----------        -------
                                                                      
3/10/99*                $3.0077           30,000        17,880            12,120
3/11/99*                 3.0198           15,800         9,417             6,383
3/12/99*                 3.00              5,200         3,099             2,101
3/16/99*                 3.00             13,000         7,748             5,252
3/16/99*                 3.00            337,000       200,852           136,148


- ----------

*        Market sale.


                                     Page 6



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