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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)*
Bradlees, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
104499207
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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 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 23, 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 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 8 SHARED VOTING POWER
OWNED BY 1,803,712
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,803,712
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,803,712
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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 1,222,649
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,803,712
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,222,649
10 SHARED DISPOSITIVE POWER
1,803,712
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,026,361
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
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. 3 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"), Amendment No. 1 to the Schedule 13D relating to the
event date of March 16, 1999 and Amendment No. 2 to the Schedule 13D relating to
the event date of March 18, 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
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(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 1,803,712 shares of Common Stock issuable to Ariel
Fund. Accordingly, Gabriel Capital may be deemed to be the beneficial owner of
1,803,712 shares of Common Stock, or 17.7% 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
1,222,649 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 1,803,712 shares of Common Stock issuable to Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 3,026,361 shares
of Common Stock, or 29.6% 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. 2 to the Schedule 13D are set forth on Annex A
hereto.
(d) Not Applicable.
Page 4
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(e) Not Applicable.
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
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Dated: April 1, 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
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Aggregate Share
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Date Price Per Share Amount Ariel Fund Gabriel
---- --------------- ------ ---------- -------
3/23/99* $3.9375 50,000 29,800 20,200
3/23/99* 4.125 60,500 36,058 24,442
3/25/99* 4.0625 12,000 7,152 4,848
3/26/99* 4.00 50,000 29,800 20,200
3/26/99* 4.0625 50,000 29,800 20,200
3/29/99* 4.1306 27,900 16,628 11,272
3/29/99* 4.09375 50,000 29,800 20,200
3/30/99* 4.0625 65,000 38,740 26,260
3/30/99* 4.0625 50,000 29,800 20,200
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* Market sale.
