SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
PACER TECHNOLOGY
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
693905101
(CUSIP NUMBER)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LA 70170
(504) 582-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
DECEMBER 2, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.: 693905101
1) Names of Reporting Persons...Talisman Capital Opportunity Fund
Ltd.
I.R.S. Identification Nos. of Above Persons (entities only)..
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a).......................................................... X
(b).......................................................... ___
3) SEC Use Only.................................................
4) Source of Funds (See Instructions)........................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)........................................ ___
6) Citizenship or Place of Organization ......British Virgin Islands
Number of (7) Sole Voting Power.................................. 0
Shares
Bene-
ficially (8) Shared Voting Power.......................... 1,250,000
Owned by
Each
Reporting (9) Sole Dispositive Power............................. 0
Person
With
(10) Shared Dispositive Power.................... 1,250,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 1,250,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................... ___
13) Percent of Class Represented by Amount
in Row 11................................................... 7.4%
14) Type of Reporting Person (See Instructions).................. CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons.... Talisman Capital Opportunity Inc.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a).......................................................... X
(b)..........................................................
3) SEC Use Only................................................. ___
4) Source of Funds (See Instructions)........................... OO
5) Check 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.................................. 0
Shares
Bene-
ficially (8) Shared Voting Power.......................... 1,250,000(1)
Owned by
Each (9) Sole Dispositive Power............................. 0
Reporting
Person
With (10) Shared Dispositive Power.................... 1,250,000(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 1,250,000(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................... ___
13) Percent of Class Represented by Amount
in Row 11................................................... 7.4%
14) Type of Reporting Person (See Instructions).................. CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons...................... Geoffrey Tirman(2)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................... X
(b)......................................................... ___
3) SEC Use Only................................................ ___
4) Source of Funds (See Instructions).......................... OO
5) Check 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................................... 0
Shares
Bene-
ficially (8) Shared Voting Power......................... 1,260,000(2)
Owned by
Each
Reporting (9) Sole Dispositive Power.............................. 0
Person
With
(10) Shared Dispositive Power................... 1,260,000(2)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person...................................... 1,260,000(2)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions).................. ___
13) Percent of Class Represented by Amount in Row 11........... 7.5%
14) Type of Reporting Person (See Instructions)................. IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons............... D. Jonathan Merriman
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)......................................................... X
(b)........................................................ ___
3) SEC Use Only............................................... ___
4) Source of Funds (See Instructions).......................... PF
5) Check 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............................ 150,000
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power....................... 150,000
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 150,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11.......... 0.9%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons..................... Howard J. Bloom
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a).......................................................... X
(b)........................................................ ___
3) SEC Use Only............................................... ___
4) Source of Funds (See Instructions)......................... PF
5) Check 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............................. 70,500
Shares
Bene-
ficially (8) Shared Voting Power.......................... 122,334(3)
Owned by
Each
Reporting (9) Sole Dispositive Power........................ 70,500
Person
With
(10) Shared Dispositive Power.................... 122,334(3)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 192,834(3)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................ ___
13) Percent of Class Represented by Amount in Row 11.......... 1.2%
14) Type of Reporting Person (See Instructions)............... IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons....................... James T. Munn
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only............................................... ___
4) Source of Funds (See Instructions)......................... PF
5) Check 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............................ 578,752
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power....................... 578,752
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 578,752
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11.......... 3.4%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons............. Roberto J. Cavazos, Jr.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only............................................... ___
4) Source of Funds (See Instructions)...................... PF, SC
5) Check 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............................. 66,822
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power........................ 66,822
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 66,822
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11.......... 0.4%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons........................ Mac Van Horn
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)......................................................... X
(b)........................................................ ___
3) SEC Use Only............................................... ___
4) Source of Funds (See Instructions).......................... PF
5) Check 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............................. 85,000(4)
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power........................ 85,000(4)
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 85,000(4)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11.......... 0.5%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons...... The Miller Family Partnership
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)....................................................... ___
3) SEC Use Only.............................................. ___
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)..................................... ___
6) Citizenship or Place of Organization.................. Florida
Number of (7) Sole Voting Power........................... 589,752(5)
Shares
Bene-
ficially (8) Shared Voting Power............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power...................... 589,752(5)
Person
With
(10) Shared Dispositive Power....................... ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person...................................... 589,752
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................ ___
13) Percent of Class Represented by Amount in Row 11......... 3.5%
14) Type of Reporting Person (See Instructions)................ PN
<PAGE>
(1) Solely in its capacity as the investment manager of Talisman Capital
Opportunity Fund Ltd.
(2) With respect to 1,250,000 shares of Common Stock, solely in his
capacity as the sole stockholder of Talisman Capital Opportunity Inc., and
with respect to 10,000 shares of Common Stock, solely in his capacity of
the trustee of the Tirman's Children's Trust u/a dated September 9, 1997
(the "Tirman Trust").
(3) With respect to 122,334 shares of Common Stock, solely in his capacity
as co-trustee of the Bloom Family Trust (the "Bloom Trust").
(4) With respect to the 85,000 shares of Common Stock, solely in his
capacity as the sole general partner of the Van Horn Family Partnership.
(5) Power is exercised through its two general partners, Truman W. Miller
and Marie M. Miller.
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
This statement amends Items 2, 4, 5, and 6 of the Statement on
Schedule 13D/A (the "Statement") filed with the Commission on October 29,
1999 by the members of the Pacer Technology Shareholder's Committee (the
"Committee"), relating to shares of common stock, no par value (the
"Common Stock"), of Pacer Technology (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively assigned to them in the Statement.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated as follows:
Pursuant to the terms of the Agreement dated October 20, 1999 forming
the Committee, the Committee disbanded at the conclusion of the Issuer's
1999 annual meeting that began on November 16, 1999 and was continued until
December 2, 1999. Accordingly, D. Jonathan Merriman, James T. Munn, Howard
J. Bloom, Roberto J. Cavazos, Jr., Mac Van Horn and The Miller Family
Partnership are no longer "Reporting Persons" and the description of the
Reporting Persons is now as follows.
(a) - (c) and (f)
<TABLE>
<CAPTION>
Name Principal Business Address
<S> <C>
1. Talisman Capital Opportunity Fund Ltd Harbor Centre, 4th Floor
a British Virgin Islands corporation P.O. Box 61GT North Church Street
Grand Cayman, BWI
2. Talisman Capital Opportunity Inc. 16101 LaGrande Drive, Suite 100
a Delaware corporation Little Rock, AR 72223
3. Geoffrey Tirman 16101 LaGrande Drive, Suite 100
a citizen of the United States Little Rock, AR 72223
</TABLE>
The above-named persons are sometimes collectively referred to herein
as the "Reporting Persons."
1. Talisman Capital Opportunity Fund Ltd.
The principal business of Talisman Capital Opportunity Fund Ltd.
("Talisman") is the investment in the securities of private and public
companies. Clive Harris is a director of Talisman. The present principal
occupation or employment of Mr. Harris is partner of Paul Harris & Company,
a Cayman Islands firm of Chartered Accountants, and Managing Director of
International Management Services Ltd. The principal business address of
Mr. Harris and International Management Services Ltd is Harbour Centre, 4th
Floor, PO Box 61 GT North Church Street, Grand Cayman, BWI.
Martin Lang is a director of Talisman. The present principal
occupation or employment of Mr. Lang is Company Manager of International
Management Services Ltd. The principal business address of Mr. Lang and
International Management Services Ltd is Harbour Centre, 4th Floor, PO Box
61 GT North Church Street, Grand Cayman, BWI.
2. Talisman Capital Opportunity Inc.
The principal business of Talisman Capital Opportunity Inc.
("Investment Manager") is the management of the investment and reinvestment
of Talisman's assets. Mr. Tirman is the sole stockholder of the Investment
Manager, and his principal occupation is as the principal officer of the
Investment Manager responsible for such activities.
3. Geoffrey Tirman has served as President of Talisman Capital Inc.
and the Investment Manager since 1997. These corporations serve as the
investment manager of Talisman Capital Ltd. and Talisman, respectively,
which are British Virgin Islands investment companies. Prior to that, from
1994 to 1997 he was Senior Vice President of Everest Capital Ltd.,
Hamilton, Bermuda, an investment company, and from 1993 to 1994 he served
as Vice President of Everest Capital Ltd. Mr. Tirman served as a director
of the Issuer from June 22, 1999 until his resignation on December 2, 1999,
and also serves Chairman of the Board of Environmental Remediation Holding
Corporation and as Vice Chairman of China Web, Ltd.
(d) None of the persons or entities named in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during
the last five years, 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 OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
Pursuant to the terms of the Agreement dated October 20, 1999 forming
the Committee, which Agreement was filed as an Exhibit to the Statement,
the Committee disbanded at the conclusion of the Issuer's 1999 annual
meeting held on November 16, 1999, which was adjourned and completed on
December 2, 1999. Accordingly, D. Jonathan Merriman, James T. Munn, Howard
J. Bloom, Roberto J. Cavazos, Jr., Mac Van Horn and The Miller Family
Partnership are no longer deemed to beneficially own 5% or more of the
Issuer's Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Section (e) of Item 5 is hereby amended to read as follows:
(e) Pursuant to the terms of the Agreement dated October 20, 1999
forming the Committee, which Agreement was filed as an Exhibit to the
Statement, the Committee disbanded at the conclusion of the Issuer's 1999
annual meeting held on November 16, 1999, which was adjourned and completed
on December 2, 1999. Accordingly, D. Jonathan Merriman, James T. Munn,
Howard J. Bloom, Roberto J. Cavazos, Jr., Mac Van Horn and the Miller
Family Partnership are no longer deemed to beneficially own 5% or more of
the Issuer's Common Stock and are no longer "Reporting Persons."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to add the following:
As described in Item 5 of this amendment to the Statement, pursuant to
the terms of the Agreement forming the Committee, the Committee disbanded
following the conclusion of the Issuer's 1999 annual meeting held on
November 16, 1999, which was adjourned and completed on December 2, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
<PAGE>
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.
Date: December 27, 1999 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
/S/ GEOFFREY TIRMAN
GEOFFREY TIRMAN
/S/ D. JONATHAN MERRIMAN
D. JONATHAN MERRIMAN
/S/ HOWARD J. BLOOM
HOWARD J. BLOOM
/S/ JAMES T. MUNN
JAMES T. MUNN
/S/ ROBERTO J. CAVAZOS, JR.
ROBERTO J. CAVAZOS, JR.
/S/ MAC VAN HORN
MAC VAN HORN
THE MILLER FAMILY PARTNERSHIP
By: /S/ MARIE M. MILLER
Name: Marie M. Miller
Title: General Partner
By: /S/ TRUMAN W. MILLER
Name: Truman W. Miller
Title: General Partner
