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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)*
Strouds, Inc.
----------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
863451100
--------------
(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Robert M. Friedman, 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)
September 22, 1997
--------------------------------------------------------
(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. 863451100 Page 2 of 11 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 296,269
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
296,269
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
296,269
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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. 863451100 Page 3 of 11 Pages
---------- ------- -------
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 437,057
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
437,057
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
437,057
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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. 863451100 Page 4 of 11 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 437,057
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
437,057
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
437,057
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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. 863451100 Page 5 of 11 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 733,326
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
733,326
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
733,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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. 1 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of
September 15, 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 Strouds, Inc.
(the "Issuer"). The address of the Issuer is 780 South Nogales Street, City of
Industry, California 91748. Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds
On September 22, 1997, Gabriel purchased an aggregate of
50,500 shares of Common Stock at an aggregate cost of $101,757.50 using its own
funds and Ariel Fund purchased an aggregate of 74,500 shares of Common Stock at
an aggregate cost of $150,117.50 using its own funds. See Item 5 hereto.
Item 5. Interest in Securities of the Issuer
(a) and (b) Gabriel is the beneficial owner of 296,269 shares
of Common Stock, for a total beneficial ownership of 3.5% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 437,057 shares of Common
Stock, for a total beneficial ownership of 5.1% 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 437,057 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 437,057 shares of
Common Stock, or 5.1% 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 296,269 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 437,057 shares of Common Stock owned by Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 733,326 shares
of Common Stock, or 8.6% 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
8,556,682 outstanding shares of Common Stock of the Issuer as of October 8,
1997, as reported in the Issuer's Quarterly Report on Form 10-Q for the period
ended August 30, 1997.
Page 6 of 11
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(c) On September 22, 1997, Gabriel and Ariel Fund
purchased the Common Stock described in Item 3. Also on such day, Gabriel sold
2,020 shares of Common Stock for gross proceeds of $4,040 and Ariel Fund sold
2,980 shares of Common Stock for gross proceeds of $5,960. All such trades were
effected through the public markets.
(d) Not Applicable.
(e) Not Applicable.
Page 7 of 11
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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/ Roger H. Hanson; David Richardson
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Name: Roger H. Hanson; David Richardson
Title: Director; Director
ARIEL MANAGEMENT CORP.
By:/s/ J. Ezra Merkin
-------------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
----------------------------------------
J. Ezra Merkin
Dated: October 23, 1997
Page 8 of 11
