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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
August 18, 1999
(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless this form displays a currently
valid OMB control number.
Page 1 of 11 pages
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CUSIP No. 863451100
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Gabriel Capital Corporation
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
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 24,430
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
24,430
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,430
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
Page 2 of 11 pages
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CUSIP No. 863451100
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
5 SOLE VOTING\POWER
16,570
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 24,430
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 16,570
PERSON
WITH 8 SHARED DISPOSITIVE POWER
24,430
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 3 of 11 pages
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Item 1. (a) Name of Issuer:
Strouds, Inc.
(b) Address of Issuer's Principal Executive Offices:
780 South Nogales Street
City of Indrustry, California 91748
Item 2. (a)(b)(c)Name of Person Filing; Address of Principal Business Office
or, if none Residence; Citizenship:
This Amendment No. 1 to Schedule 13G is being filed
jointly by Gabriel Capital Corporation, a Delaware
corporation (f/k/a Ariel Management Corp.) ("Gabriel
Capital"), which is the Investment Advisor of Ariel
Fund Limited, a Cayman Island corporation ("Ariel
Fund"), and J. Ezra Merkin ("Merkin"), who is the
General Partner of Gabriel Capital L.P., a Delaware
limited partnership ("Gabriel") (collectively, the
"Reporting Persons"). Merkin is also the sole
shareholder, sole director and president of Gabriel
Capital. The business address of each of Gabriel,
Gabriel Capital 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:
863451100
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)
Page 4 of 11 pages
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(f)[ ] An Employee Benefit Plan or Endowment Fund in accordance with
Rule 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: 41,000
(b) Percent of Class: 0.01%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 16,570
(ii) shared power to vote or direct the vote - 24,430
(iii) sole power to dispose or direct the disposition of
- 16,570
(iv) shared power to dispose or direct the disposition of
- 24,430
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 [ x ]
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
Page 5 of 11 pages
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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.
Page 6 of 11 pages
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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 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: August 25, 1999
Page 7 of 11 pages
