-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SCVlQUJC/WXSy6WJ5aR3kVS9Ek+9p6iCt+WWVmPgdyVEYUAUaIoR+Y6yZU1HQL4S qoxsbCN3QuPOLd5JrknCvA== 0000889812-99-002208.txt : 19990729 0000889812-99-002208.hdr.sgml : 19990729 ACCESSION NUMBER: 0000889812-99-002208 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990728 GROUP MEMBERS: ARIEL MANAGEMENT CORP GROUP MEMBERS: EZRA J. MERKIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNO LIGHTING INC CENTRAL INDEX KEY: 0000723888 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 362852993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35144 FILM NUMBER: 99671979 BUSINESS ADDRESS: STREET 1: 1300 S WOLF ROAD STREET 2: PO BOX 5065 CITY: DES PLAINES STATE: IL ZIP: 60017-5065 BUSINESS PHONE: 8478279880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIEL MANAGEMENT CORP CENTRAL INDEX KEY: 0001000242 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133505396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128387200 MAIL ADDRESS: STREET 1: 450 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Juno Lighting, Inc. ------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 482047107 -------------- (CUSIP Number) With a copy to: Mr. J. Ezra Merkin Lawrence G. Goodman, Esq. Gabriel Capital, L.P. Swidler Berlin Shereff Friedman, LLP 450 Park Avenue, Ste. 3201 919 Third Avenue New York, New York 10022 New York, New York 10022 (212) 838-7200 (212) 758-9500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1999 --------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:|X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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). SCHEDULE 13D CUSIP No. 482047107 Page 2 of Pages --------- ----- ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gabriel Capital Corporation 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 OWNED BY 8 SHARED VOTING POWER EACH 435,155 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 435,155 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 435,155 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0% 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. SCHEDULE 13D CUSIP No. 482047107 Page 3 of 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 United States NUMBER OF 7 SOLE VOTING POWER SHARES 294,970 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 435,155 PERSON WITH 9 SOLE DISPOSITIVE POWER 294,970 10 SHARED DISPOSITIVE POWER 435,155 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,125 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.9% 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. SCHEDULE 13D Item 1. Security and Issuer Securities acquired: common stock, par value $.01 per share ("Common Stock") Issuer: Juno Lighting, Inc. 1300 S. Wolf Road Des Plaines, IL 60017-5065 Item 2. Identity and Background (a), (b), (c) and (f) This Schedule 13D is being filed jointly by Gabriel Capital Corporation (f/k/a Ariel Management Corp.), a Delaware corporation ("Gabriel Capital") and the Investment Advisor of Ariel Fund Limited, a Cayman Islands corporation ("Ariel Fund"), and J. Ezra Merkin ("Merkin"), the General Partner of Gabriel Capital L.P., a Delaware limited partnership ("Gabriel"). Merkin is also the sole shareholder, sole director and president of Gabriel Capital. Gabriel Capital and Merkin are hereinafter sometimes referred to collectively as the "Reporting Persons." 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. Gabriel and Ariel Fund are private investment funds. Gabriel Capital and Merkin are private investment managers. Merkin is a United States citizen. See Item 5 for information regarding ownership of Common Stock. (d) and (e). During the past five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds Gabriel purchased an aggregate of 294,970 shares of Common Stock at an aggregate cost of $6,242,854.81 using its own funds. Ariel Fund purchased an aggregate of 435,155 shares of Common Stock at an aggregate cost of $9,209,782.30 using its own funds. See Item 5. Page 4 Item 4. Purpose of the Transaction All of the shares of Common Stock reported herein were acquired for investment purposes. Each of the Reporting Persons may acquire or dispose of securities of the Issuer, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Issuer by the Reporting Persons, and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. Except for the foregoing, no Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons retain their respective rights to modify their plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer (a) and (b) Gabriel Capital, 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 435,155 shares of Common Stock held by Ariel Fund. Accordingly, Gabriel Capital may be deemed to be the beneficial owner of 435,155 shares of Common Stock, or 19.0% 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 294,970 shares of Common Stock held by Gabriel. In addition, as the sole shareholder and president of Gabriel Capital, 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 435,155 shares of Common Stock held by Ariel Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 730,125 shares of Common Stock, or 31.9% 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 2,290,805 outstanding shares of Common Stock of the Issuer as of June 30, 1999, as reported in the Issuer's Current Report on Form 8-K dated June 30, 1999. (c) The transactions in the Common Stock by the Reporting Persons during the past 60 days are set forth on Annex A hereto. (d) Not Applicable. (e) Not Applicable. Page 5 Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer Not Applicable Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing. Page 6 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 ---------------------- Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ------------------ J. EZRA MERKIN Dated: July 27, 1999 Page 7 Exhibit A 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 Reporting Persons (as such term is defined in the Schedule 13D referred to below) of a statement on Schedule 13D or any amendments thereto, with respect to the Common Stock of Juno Lighting, Inc. and that this Agreement be included as an Exhibit 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 27th day of July, 1999. GABRIEL CAPITAL CORPORATION By: /s/ J. Ezra Merkin ---------------------- Name: J. Ezra Merkin Title: President /s/ J. Ezra Merkin ------------------ J. EZRA MERKIN Page 8 Annex A Purchases and Sales of Shares of Common Stock within the Last 60 Days Number of Shares ---------------- Aggregate Date Price Per Share Share Amount Ariel Fund Gabriel - ---- --------------- ------------ ---------- ------- 5/26/99(2) $23.125 4,800 2,861 1,939 6/1/99(2) 22.875 800 477 323 6/1/99(2) 23.54 34,000 20,264 13,736 6/3/99(2) 23.625 27,000 16,092 10,908 6/4/99(2) 23.5 31,000 18,476 12,524 6/7/99(2) 23.6 123,100 73,368 49,732 6/7/99(2) 23.5625 400 238 162 6/7/99(1) 23.4572 7,300 4,351 2,949 6/8/99(2) 23.5625 63,000 37,548 25,452 6/10/99(2) 23.5 50,000 29,800 20,200 6/14/99(2) 22.9213 10,000 5,960 40,400 6/15/99(2) 22.8687 100,000 59,600 40,400 6/15/99(2) 22.625 2,000 1,192 808 6/17/99(2) 22.875 150,000 89,400 60,600 6/18/99(2) 22.9375 88,300 52,627 35,673 6/18/99(2) 22.9375 16,600 9,894 6,706 6/18/99(2) 22.875 50,000 29,800 20,200 6/21/99(2) 22.9375 10,000 5,960 4,040 6/21/99(2) 22.9375 100,000 59,600 40,400 6/22/99(2) 22.96875 12,000 7,152 4,848 6/24/99(2) 23.375 2,200 1,311 889 6/24/99(2) 23.333 6,000 3,576 2,424 6/30/99(2) 18.9167 1,500 894 606 6/30/99(2) 21.875 5,000 2,980 2,020 6/30/99(3) 763,500 455,046 308,454 7/6/99(2) 19.00 3,300 1,967 1,333 7/6/99(2) 18.875 1,000 596 404 7/23/99(1) 18.00 4,800 2,861 1,939 7/26/99(1) 17.0755 20,700 12,337 8,363 1 Open Market Sale 2 Open Market Purchase 3 Tender into Issuer's recapitalization offer in exchange for $17,966,827.56 in cash and 44,825 shares of Common Stock (when issued) -----END PRIVACY-ENHANCED MESSAGE-----