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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___ )*
Texarkana First Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
88180110
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(CUSIP Number)
May 19, 2000
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(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 10 pages
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CUSIP No. 88180110
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Gabriel Capital Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 66,692
OWNED BY ----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
66,692
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,692
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2 of 10 pages
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CUSIP No. 88180110
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
J. Ezra Merkin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
45,208
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 66,692
OWNED BY ----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 45,208
PERSON ----------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
66,692
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,900
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 10 pages
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Item 1. (a) Name of Issuer:
Texarkana First Financial Corporation
(b) Address of Issuer's Principal Executive Offices:
3rd and Olive Streets
Texarkana, Arkansas 71854-5917
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
Corporation, a Delaware corporation (f/k/a Ariel Management
Corp.) ("Gabriel Capital"), which is the Investment Advisor
of Ariel Fund Limited, a Cayman Islands 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, par value $.01 per share
(e) CUSIP Number:
88180110
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 10 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: 111,900*
(b) Percent of Class: 7.3%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - *
(ii) shared power to vote or direct the vote - *
(iii) sole power to dispose or direct the disposition of - *
(iv) shared power to dispose or direct the disposition of - *
*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
Page 5 of 10 pages
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Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company
N/A
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 10 pages
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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: May 26, 2000
Page 7 of 10 pages
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ATTACHMENT A
As of May 26, 2000, Gabriel is the holder of 45,208 shares of
Common Stock, or 3.0% of the outstanding shares of Common Stock. As of May 26,
2000, Ariel Fund is the holder of 66,692 shares of Common Stock, or 4.3% of the
outstanding shares of Common Stock. Gabriel and Ariel Fund are managed
investment vehicles and neither is the beneficial owner of said shares. Gabriel
Capital, as Investment Advisor to Ariel Fund, shares the power to vote and to
direct the voting of and the power to dispose and direct the disposition of the
66,692 shares of Common Stock owned by Ariel Fund. Accordingly, Gabriel Capital
may be deemed to be the beneficial owner of 66,692 shares of Common Stock, or
4.3% 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 45,208 shares of Common Stock owned
by Gabriel. In addition, as the sole shareholder and president of Gabriel
Capital, Merkin may be deemed to share the power to vote and to direct the
voting of and the power to dispose and direct the disposition of the 66,692
shares of Common Stock owned by Ariel Fund. Accordingly, Merkin may be deemed to
be the beneficial owner of 111,900 shares of Common Stock, or 7.3% of the
outstanding shares of Common Stock.
Page 8 of 10 pages
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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 Texarkana First
Financial Corporation, 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 26th day of May, 2000.
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
Page 9 of 10 pages
