SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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, CARRE`RE & DENE`GRE, 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)
APRIL 7, 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><section>240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box <square>.
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 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).................................................. _____
(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- (8) Shared Voting Power........................ 1,029,500
ficially
Owned by (9) Sole Dispositive Power.....................
Each
Reporting (10) Shared Dispositive Power.................. 1,029,400
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person..................................... 1,029,400
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)........... ______
13) Percent of Class Represented by Amount
in Row 11............................................ 6.45%
14) Type of Reporting Person (See Instructions).......... CO
CUSIP No.: 693905101
1) Names of Reporting Persons..................... Talisman Capital 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)................................................. _____
(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- (8) Shared Voting Power....................... 1,029,400(1)
ficially
Owned by (9) Sole Dispositive Power.................... 0
Each
Reporting (10) Shared Dispositive Power................. 1,029,400(1)
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.................................... 1,029,400(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........................................... 6.45%
14) Type of Reporting Person (See Instructions)......... CO
CUSIP No.: 693905101
1) Names of Reporting Persons........................... Geoffrey Tirman
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a).................................................. _____
(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- (8) Shared Voting Power........................ 1,039,400(2)
ficially
Owned by (9) Sole Dispositive Power..................... 0
Each
Reporting (10) Shared Dispositive Power.................. 1,039,400(2)
Person
With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 1,039,400(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................................................ 6.52%
14) Type of Reporting Person (See Instructions).............. IN
(1) Solely in its capacity as the investment manager of Talisman Capital Ltd.
(2) With respect to 1,029,400 shares of Common Stock, solely in his
capacity as the sole stockholder of Talisman Capital 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 "Trust").
AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D
Reference is made to the Statement on Schedule 13D (the "Statement")
filed by Talisman Capital Ltd., a corporation formed under the the laws of
the British Virgin Islands ("Talisman"), Talisman Capital Inc., a Delaware
corporation (the "Investment Manager"), and Geoffrey Tirman (together with
Talisman and the Investment Manager, the "Reporting Persons") as an
amendment to the initial Statement on Schedule 13D relating to shares of
common stock, no par value (the "Common Stock"), of Pacer Technology (the
"Issuer") as filed with the Securities and Exchange Commission on March 18,
1999 (as amended, the "Statement"). The Statement is hereby amended and
supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby supplemented and amended in its entirety to read as
follows:
Because the Investment Manager is the sole investment manager with
regard to Talisman's assets, the Investment Manager may be deemed to
beneficially own the shares of Common Stock beneficially owned by Talisman.
Because Geoffrey Tirman is the sole stockholder of the Investment Manager,
he may be deemed to beneficially own the shares of Common Stock deemed
beneficially owned by the Investment Manager. Because he is the trustee of
the assets of the Trust, Geoffrey Tirman may be deemed to beneficially own
the shares of Common Stock owned by the Trust. Geoffrey Tirman and the
Investment Manager disclaim beneficial ownership of the Common Stock
beneficially owned by Talisman except to the extent of their actual
individual pecuniary interest therein.
Based upon the information contained in the Issuer's Form 10-Q for the
quarter ended December 31, 1998 that there were 15,939,475 shares of Common
Stock issued and outstanding as of December 31, 1998, the Investment
Manager and Talisman may be deemed to own 6.45% of the outstanding shares
of Common Stock, and Geoffrey Tirman may be deemed to own 6.52% of the
outstanding shares of Common Stock.
The Investment Manager, as the manager of the assets of Talisman, has
the right to direct the vote of and dispose of the Common Stock
beneficially owned by Talisman. Geoffrey Tirman, as the sole stockholder
of the Investment Manager, has the right to direct the vote of and dispose
of the Common Stock deemed beneficially owned by the Investment Manager.
Geoffrey Tirman, as the trustee of the assets of the Trust, has the right
to direct the vote and dispose of the Common Stock owned by the Trust.
Following is a list of the transactions by the Reporting Persons in
Common Stock within the past sixty days:
DATE TRANSACTION NO. OF SHARES PRICE/SHARE
2/26/99 Purchase 2,500 $1.249
3/10/99 Purchase 37,500 $1.126
3/12/99 Purchase 5,000 $1.155
3/15/99 Purchase 48,600 $1.155
3/16/99 Purchase 31,100 $1.1428
3/23/99 Purchase 42,400 $1.2739
3/25/99 Purchase 15,000 $1.1550
3/26/99 Purchase 1,000 $1.1550
3/29/99 Purchase 73,000 $1.1274
4/7/99 Purchase 40,500 $1.0400
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: April 9, 1999 TALISMAN CAPITAL LTD.
By: TALISMAN CAPITAL INC.
By: /s/ Geoffrey Tirman
------------------------
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL INC.
By: /s/ Geoffrey Tirman
-----------------------
Name: Geoffrey Tirman
Title: Chief Executive Officer
/s/ Geoffrey Tirman
-----------------------
GEOFFREY TIRMAN
