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, 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 14, 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-
ficially (8) Shared Voting Power...........................
Owned by 0
Each
Reporting (9) Sole Dispositive Power........................
Person 0
With
(10) Shared Dispositive Power..................... 0
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 0
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions).............. ______
13) Percent of Class Represented by Amount
in Row 11............................................... 0.00%
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
Shares 0
Bene-
ficially (8) Shared Voting Power 0(1)
Owned by
Each
Reporting (9) Sole Dispositive Power 0
Person
With
(10) Shared Dispositive Power 0(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 0(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............................................... 0.00%
14) Type of Reporting Person (See Instructions)............. CO
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)..................................................... _____
(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- 0(2)
ficially (8) Shared Voting Power
Owned by
Each
Reporting (9) Sole Dispositive Power 0
Person
With
(10) Shared Dispositive Power 0(2)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.............................................. 0(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..................................................... 0%
14) Type of Reporting Person (See Instructions)................... IN
(1) Solely in its capacity as the investment manager of Talisman Capital
Ltd.
(2) Solely in his capacity as the sole stockholder of Talisman Capital
Inc.
AMENDMENT NO. 2 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 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 (the
"Commission") on March 18, 1999 (as amended, the "Statement"), and as
amended by Amendment No. 1 filed with the Commission on April 12, 1999.
The Statement is hereby amended and supplemented as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended in its entirety to read as
follows:
The Reporting Persons have sold all of the shares of Common Stock
beneficially owned by the Reporting Persons. None of the Reporting Persons
has a present plan or proposal that relates to, or would result in, any of
the transactions described in subparagraphs (a) through (j) under Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby supplemented and amended in its entirety to read as
follows:
The Reporting Persons have sold the shares of Common Stock
beneficially owned or that may have been deemed beneficially owned by such
Reporting Persons.
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
4/14/99 Sale 1,029,500 $1.135
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 23, 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
