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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Response USA, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
761235506
(CUSIP Number)
April 6, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
|X| Rule 13d-1(c)
/ / Rule 13d-1(d)
*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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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Gabriel Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 135,259
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 135,259
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,259
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 761235506
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ariel Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 199,541
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 199,541
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,541
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 761235506
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ariel Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 199,541
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 199,541
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,541
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 761235506
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
J. Ezra Merkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 334,800
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 334,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. (a) Name of Issuer:
Response USA, Inc.
(b) Address of Issuer's Principal Executive Offices:
11-H Princess Road
Lawrenceville, NJ 08648
Item 2. (a)(b)(c)Name of Person Filing; Address of Principal
Business Office or, if none Residence; Citizenship:
This Schedule 13G is being filed jointly by
Gabriel Capital L.P., a Delaware limited
partnership ("Gabriel"), Ariel Fund Limited, a
Cayman Islands corporation ("Ariel Fund"),
Ariel Management Corp., a Delaware corporation
("Ariel") and the Investment Advisor of Ariel
Fund, and J. Ezra Merkin ("Merkin"), the
General Partner of Gabriel (collectively, the
"Reporting Persons"). Merkin is also the sole
shareholder, sole director and president of
Ariel. The business address of each of
Gabriel, Ariel and Merkin is 450 Park Avenue,
New York, New York 10022 and the business
address of Ariel Fund is c/o Maples & Calder,
P.O. Box 309, Grand Cayman, Cayman Islands,
British West Indies. Merkin is a United States
citizen.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
761235506
Item 3. If this statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is an:
(a)[ ] Broker or Dealer registered under Section 15 of
the Act
(b)[ ] Bank as defined in section 3(a)(6) of
the Act
(c)[ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d)[ ] Investment Company registered under section 8 of
the Investment Company Act of 1940
(e)[ ] An Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f)[ ] An Employee Benefit Plan or Endowment Fund in
accordance with Rule
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13d-1(b)(1)(ii)(F)
(g)[ ] A Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(ii)(G)
(h)[ ] A Savings Association as defined in Section 3(b)
of the Federal Deposit Insurance Act
(i)[ ] A Church Plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
(a) Amount Beneficially Owned: 334,800*
(b) Percent of Class: 5.7%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 0
(ii) shared power to vote or direct the vote -
334,800*
(iii) sole power to dispose or direct the disposition
of - 0
(iv) shared power to dispose or direct the
disposition of - 334,800*
*See Attachment A
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner
of more than five percent of the class of
securities check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
N/A
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
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Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were not acquired and are
not held for the purpose of or with the effect
of changing or influencing the control of the
issuer of the securities and were not acquired
and are not held in connection with or as a
participant in any transaction having that
purpose or effect.
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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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Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ David Richardson and Martin Byrne
----------------------------------------
Name: David Richardson
Title: Director and Authorized
Signatory
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
----------------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
-------------------------------------------
J. EZRA MERKIN
Dated: April 15, 1998
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ATTACHMENT A
As of April 14, 1998, Gabriel is the beneficial owner
of 135,259 shares of Common Stock, for a total beneficial ownership of
2.3% of the outstanding shares of Common Stock. As of April 14, 1998,
Ariel Fund is the beneficial owner of 199,541 shares of Common Stock, for
a total beneficial ownership of 3.4% 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 199,541 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 199,541
shares of Common Stock, or 3.4% 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 135,259 shares of Common Stock owned by Gabriel. In
addition, as the sole shareholder and president of Ariel, 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 199,541 shares of
Common Stock owned by Ariel Fund. Accordingly, Merkin may be deemed to be
the beneficial owner of 334,800 shares of Common Stock, or 5.7% of the
outstanding shares of Common Stock.
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AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree
to the joint filing with all other persons signatory below of a statement
on Schedule 13G or any amendments thereto, with respect to the Common
Stock of Response USA, Inc., and that this Agreement be included as an
attachment to such filing.
This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and all of
which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement on the 15th day of April, 1998.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
---------------------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ David Richardson and Martin Byrne
---------------------------------------
Name: David Richardson and Martin Byrne
Title: Director and 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
