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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.______)*
Statewide Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
857914105
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(CUSIP Number)
June 15, 1999
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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. 857914105
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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
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NUMBER OF 6 SHARED VOTING POWER
SHARES 166,345
BENEFICIALLY ------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING ------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 166,345
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,345
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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)
4.1%
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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. 857914105
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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
112,755
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NUMBER OF 6 SHARED VOTING POWER
SHARES 166,345
BENEFICIALLY ------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 112,755
REPORTING ------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 166,345
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,100
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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)
6.9%
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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:
Statewide Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
70 Sip Avenue
Jersey City, NJ 07306
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:
857914105
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: 279,100*
(b) Percent of Class: 6.9%*
(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: October 26, 1999
Page 7 of 10 pages
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ATTACHMENT A
As of October 26, 1999, Gabriel is the holder of 112,755
shares of Common Stock, or 2.8% of the outstanding shares of Common Stock. As of
October 26, 1999, Ariel Fund is the holder of 116,345 shares of Common Stock, or
4.1% 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 116,345 shares of Common Stock owned by Ariel Fund. Accordingly, Gabriel
Capital may be deemed to be the beneficial owner of 116,345 shares of Common
Stock, or 4.1% 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 112,755 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 166,345
shares of Common Stock owned by Ariel Fund. Accordingly, Merkin may be deemed to
be the beneficial owner of 279,100 shares of Common Stock, or 6.9% 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 Statewide Financial
Corp., 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 October, 1999.
GABRIEL CAPITAL CORPORATION
By: /s/ J. Ezra Merkin
--------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Page 9 of 10 pages
