UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
HELENE CURTIS INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK (Par Value $ 0.50 Per Share)
(Title of Class of Securities)
423236108
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017
(213) 689-5800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1994
(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 schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP No. 423236108 Page 2 of 5 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shamrock Holdings of California, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
514,600 Shares of Common Stock
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
514,600 Shares of Common Stock
10
SHARES DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,600 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
Not Applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of Common Stock
14
TYPE OF REPORTING PERSON*
CO
Page 2 of 5
<PAGE>
This Statement relates to the Schedule 13D, dated May
13, 1994 (the "Schedule 13D"), by Shamrock Holdings of California,
Inc., a California corporation ("SHOC"), as amended by Amendment
No. 1 to the Schedule 13D, dated August 15, 1994 ("Amendment No.
1" and, together with the Schedule 13D, the "Amended Schedule
13D"), with regard to the common stock, par value $0.50 per share
(the "Common Stock") of Helene Curtis Industries, Inc. (the
"Company"), and constitutes Amendment No. 2 to the Schedule 13D
("Amendment No. 2"). The purpose of this Amendment No. 2 is to
amend and supplement certain information contained in the Amended
Schedule 13D as set forth below. Prior disclosure in the Amended
Schedule 13D inconsistent with this Amendment No. 2 is hereby
superseded. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings set forth in the Amended
Schedule 13D.
1. Item 3 is hereby amended to add the following:
ITEM 3. Source and Amount of Funds or Other
Consideration
The total amount of funds used by SHOC to purchase the
additional 70,000 shares (the "Subsequent Shares") of Common Stock
purchased by SHOC from August 15, 1994 through December 15, 1994
was $2,329,200.00 (including brokers' commissions) all of which
was derived from margin borrowings from SHOC's trading account at
Goldman, Sachs & Co. None of the Subsequent Shares were pledged
as security for the margin borrowings.
2. Item 5 is hereby amended to add the following:
ITEM 5. Interests in Securities of the Issuer.
(a) As of the date hereof, SHOC is the beneficial
owner of 514,600 shares of Common Stock constituting approximately
7.6% of the issued and outstanding Common Stock of the Company
based on 6,803,791 shares of Common Stock outstanding at August
31, 1994 as described in the Company's Form 10-Q for the quarter
ended August 31, 1994.
(b) SHOC has the sole power to vote and the sole
power to dispose of the Subsequent Shares.
<PAGE>
(c) All transactions in shares of Common Stock
effected by SHOC during the 60 days preceding the Event Date
reported on page 1 of this Statement and since such date are set
forth below. All of the Subsequent Shares were acquired in the
open market on the New York Stock Exchange through normal
brokerage transactions.
Trade Date No. of Shares Price Per Share*
12/15/94 15,000 29
12/15/94 5,000 29 1/4
_______________
*Excludes $0.06 per share commission
<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.
DATED: December 15, 1994
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ George J. Buchler
Name: George J. Buchler
Title: Vice President
