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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __ )*
HELENE CURTIS INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
0004232361
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(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 4, 1994
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(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 /X/. (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).
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SCHEDULE 13D
CUSIP No. 0004232361 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
NUMBER OF 373,900 SHARES OF COMMON STOCK
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
373,900 SHARES OF COMMON STOCK
REPORTING
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PERSON 10 SHARES DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,900 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% OF COMMON STOCK
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.50 per share
(the "Common Stock") of Helene Curtis Industries, Inc. (the "Company"). The
Company's principal executive offices are located at 325 North Wells Street,
Chicago, Illinois 60610.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c). This Statement is being filed by Shamrock Holdings of California,
Inc., a California corporation ("SHOC"). The principal executive offices of
SHOC are located at 4444 Lakeside Drive, P.O. Box 7774, Burbank, California
91510-7774. All of the capital stock of SHOC is held by Shamrock Holdings,
Inc., a Texas corporation ("Shamrock"), whose principal executive offices are
located at 4444 Lakeside Drive, P.O. Box 7774, Burbank, California 91510-7774.
Shamrock, together with its subsidiary corporations including SHOC, is a holding
company engaged primarily in television broadcasting, real estate development
and the making of investments. Roy E. Disney ("Disney") and his wife, Patricia
A. Disney, own approximately 4.5% of the common stock of Shamrock. Roy Patrick
Disney, Susan Disney Loughman, Abigail Edna Disney and Timothy J. Disney (the
"Disney Children") own an aggregate of approximately 40% of the common stock of
Shamrock. In addition, Disney is the sole trustee of eight trusts established
for the benefit of the respective Disney Children which hold an aggregate of
approximately 55.5% of the common stock of Shamrock.
The directors and executive officers of SHOC and Shamrock and their
principal occupation or employment are as follows:
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<TABLE>
<CAPTION>
Position with Principal Occupation
Name SHOC and Shamrock or Employment
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<S> <C> <C>
Roy E. Disney Chairman of the Board Vice Chairman of the Board of
of Directors of each of Directors of Walt Disney Company (an
SHOC and Shamrock international company engaged in
family entertainment with its principal
executive offices located at 500 South
Buena Vista Drive, Burbank, California);
Chairman of the Board of Directors of
Shamrock; Chairman of the Board of
Directors of Shamrock Capital Advisors,
Inc. ("SCA") (a closely-held company
providing management and consulting
services principally to Trefoil Capital
Investors, L.P. ("Trefoil") and
businesses in which Trefoil invests,
with its principal executive offices
located at 4444 Lakeside Drive, Burbank,
California 91510).
Patricia A. Disney Vice Chairman of the Vice Chairman of the Board of
Board of Directors of Directors of Shamrock and SHOC,
each of SHOC and Trefoil Investors, Inc., the General
Shamrock Partner of Trefoil ("TII"), and SCA.
Stanley P. Gold President of each of Chief Executive Officer of L.A. Gear,
SHOC and Shamrock Inc. (an international company engaged
in the design, manufacture and
distribution of casual and athletic-
style footwear); President and Managing
Director of TII and SCA; President of
SHOC.
Karen K. Merrell Executive Vice President Executive Vice President of SHOC.
of SHOC
Robert G. Moskowitz Executive Vice President Managing Director of TII and SCA;
and Secretary of each of Executive Vice President of SHOC.
SHOC and Shamrock
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
George J. Buchler Vice President, Chief Chief Financial Officer of SHOC.
Financial Officer,
Treasurer and Assistant
Secretary of SHOC;
Treasurer and Assistant
Secretary of Shamrock
Diane Sutter Senior Vice President of Senior Vice President of Shamrock.
Shamrock
</TABLE>
The business address of all of the persons set forth above, other than
Ms. Merrell, is 4444 Lakeside Drive, P.O. Box 7774, Burbank, California 91510.
The business address of Ms. Merrell is 2 Gapanov Street, Tel Hahomer, Ramat
Gran, Israel 52621.
(d)-(f) During the last five years, to the best knowledge of each of SHOC and
Shamrock, none of the persons named above has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to judgment,
decree or final order enjoining future violations of, or prohibiting or
mandatory activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each of the individuals named above is a
United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total amount of funds used by SHOC to purchase the 373,900 shares
(the "Shares") of Common Stock purchased by it through May 4, 1994 was
$9,839,046.50 (including brokers' commissions) all of which was derived from
margin borrowings from SHOC's trading account at Goldman, Sachs & Co. None of
the Shares were pledged as security for the margin borrowings.
ITEM 4. PURPOSE OF TRANSACTION.
SHOC acquired the Shares for investment purposes. However, subject to
market and general economic considerations, the business affairs and financial
condition of the Company, the availability of Common Stock at favorable prices
and alternative investment opportunities available to SHOC and other factors
that SHOC may deem relevant, SHOC may sell all or some of the Shares or acquire
additional shares of Common Stock in the open market, in privately negotiated
transactions or otherwise.
Subject to the foregoing, SHOC has no plans or proposals which relate
to or would result in any such transaction, event or action as is enumerated in
paragraphs (a) through (j) of Item 4 to the form of Schedule 13D promulgated
under the Securities Exchange Act of 1934, as amended.
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ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) SHOC is the beneficial owner of 373,900 shares of Common Stock,
constituting approximately 5.5% of the issued and outstanding Common Stock based
on the Company's Form 10-Q for the quarter ended November 30, 1993.
(b) SHOC has the sole power to vote and sole power to dispose of the
Shares.
(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 shares were acquired in the open
market on the New York Stock Exchange through normal brokerage transactions.
<TABLE>
<CAPTION>
Trade Date No. of Shares Price Per Share*
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<S> <C> <C>
5/4/94 15,000 24 1/2
5/4/94 20,000 24 1/2
5/4/94 25,000 24 1/2
5/4/94 15,000 24 1/2
<FN>
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*Excludes $0.06 per share commission
</TABLE>
(d) See Item 6, below.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
SHOC has an oral agreement with Michael M. Rubey, an independent
contractor, pursuant to which SHOC has agreed to pay Mr. Rubey a finder's fee
with respect to SHOC's investment in the Company in an amount equal to 10% of
the net profits realized by SHOC if the Shares owned by SHOC are subsequently
sold.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Margin Account Agreement between Shamrock Holdings of
California, Inc. and Goldman, Sachs & Co.
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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: May 13, 1994
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Robert G. Moskowitz
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Name: Robert G. Moskowitz
Title: Executive Vice President
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EXHIBIT INDEX
Page
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Exhibit 1 -- Margin Account Agreement 9
between Shamrock Holdings
of California, Inc. and Goldman,
Sachs & Co.
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EXHIBIT 1
MARGIN ACCOUNT APPLICATION AND AGREEMENT
Title of Account
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
_______________________________________________________________________
No margin account will be established for the Customer unless and until the
account is approved for margin transactions by Goldman, Sachs & Co.
To: Goldman, Sachs & Co.
This agreement sets forth our respective rights and obligations in connection
with your accepting a margin account or accounts for the undersigned
("Customer"). You and Customer hereby agree to the following with respect to
any of Customer's accounts with you for the purchase and sale of securities:
1. All transactions under this agreement shall be in accordance with the
rules and customs of the exchange or market, and its clearing house,
if any, where the transactions are executed and in conformity with
applicable law and regulations of governmental authorities and future
amendments or supplements thereto.
2. Customer agrees that all securities and other property which you or
any of your affiliates may hold for Customer or which are due to
Customer (either individually or jointly with others), and the
proceeds thereof, shall be subject to a general lien, security
interest and right of setoff for the discharge of all Customer's
obligations to you or any of your affiliates. You may, in your
discretion and without notice to Customer deduct any amounts which may
become due hereunder from Customer's account and apply or transfer any
of Customer's
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securities and other property interchangeably between any of
Customer's accounts.
3. Customer agrees to maintain margins for Customer's account as you may
require from time to time. Customer agrees to pay interest charges
which are imposed, in accordance with your usual custom, with respect
to Customer's account and to pay on demand any debit balance owing
with respect to Customer's account. Customer acknowledges receipt of
the enclosed document entitled "Interest Charges to Customers."
Customer agrees to pay promptly any custody or other fees which may be
imposed by you with respect to the account.
4. Customer agrees to designate all sell orders for securities as either
"long" or "short." The designation of a sale of a security as "long"
constitutes a certification that the securities to be sold are owned
by Customer and, if such securities are not in your possession, the
placing of such order shall constitute a warranty by Customer that
Customer shall deliver such securities to you on or before settlement
date.
5. In the event of default of any obligation to you or any of your
affiliates, or if for any reason you may deem it advisable for your or
their protection, you may, without notice or demand to Customer, and
at such time and place as you may reasonably determine, sell any
securities or other property which you or any of your affiliates may
hold for Customer or which is due to Customer (either individually or
jointly with others) and apply the proceeds to the discharge of the
obligation, or buy in or borrow any securities or other property sold
for Customer's account but undelivered by Customer and cancel any
outstanding orders and take such other action as you deem appropriate.
Customer shall remain liable for any deficiency and shall promptly
reimburse you for any loss or expense incurred thereby, including
losses sustained by reason of your inability to borrow any securities
or other property sold for Customer's account.
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6. Reports of the execution of orders and statements of Customer's
account shall be conclusive if not objected to in writing within ten
(10) days after forwarding by you to Customer by mail or otherwise.
7. Customer agrees that securities and other property in Customer's
account may be carried in your general loans and may be pledged or
hypothecated separately or in common with other securities and any
other property for the sum due to you thereon or for a greater sum and
without retaining in your possession and control for delivery a like
amount of similar securities or other property. Notwithstanding any
provision of this agreement to the contrary, so long as no default
exists hereunder, you are not authorized to loan or transfer
Customer's equity securities over a dividend record date to any party
for use in connection with a short sale. Customer understands that
when you hold on Customer's behalf bonds or preferred stocks which are
callable in part by the issuer, such securities will be subject to
your impartial lottery allocation system in which the probability of
Customer's securities being selected as called is proportional to the
holdings of all customers of such securities held in bulk by or for
you; and that you will withdraw such securities from any depository
prior to the first date on which such securities may be called unless
such depository has adopted an impartial lottery system which is
applicable to all participants. Customer may withdraw uncalled
securities prior to a partial call subject to compliance with
applicable margin requirements and the terms of this agreement and any
other agreements between you and Customer. You are authorized to
withdraw securities sold or otherwise disposed of, and to credit
Customer's account with the proceeds thereof or make such other
disposition thereof as Customer may direct or as provided for in this
agreement. You are further authorized to collect all income and other
payments which may become due on Customer's securities, to surrender
for payment maturing obligations and those called for redemption and
to exchange certificates
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in temporary form for like certificates in definitive form, or if the
par value of any shares is changed, to effect the exchange for new
certificates. It is understood and agreed by Customer that although
you will use reasonable efforts to effect the authorization set forth
in the preceding sentence, you will incur no liability for your
failure to effect the same.
8. Customer and you agree that the accounts maintained hereunder may be
terminated by you or Customer at any time effective upon the giving of
notice of such termination to Customer or to you, as the case may be.
Upon any such termination, the provisions of this agreement shall
nevertheless remain in effect with respect to all securities and other
property then held in such account or accounts, all transactions
previously executed by you hereunder and all orders from Customer
previously given to and accepted by you hereunder and not otherwise
cancelled pursuant to the terms of this agreement. Customer agrees
that you may, in your sole discretion and without prior notice to
Customer, refuse to accept any order from Customer in connection with
the purchase or sale of securities by giving notice of such refusal to
Customer as soon as practicable after you are given such order.
9. This agreement and its enforcement shall be governed by the laws of
the State of New York and its provisions shall cover individually and
collectively all accounts which Customer may maintain with you. This
agreement is binding upon and inures to the benefit of you, Customer
and our respective legal representative, successors and assigns. No
waiver of any provision of this agreement shall be deemed a waiver of
any other provision, not a continuing waive of the provision or
provisions so waived. All waivers must be in writing.
10. (a) Arbitration is final and binding on the parties.
(b) The parties are waiving their rights to seek remedies in court,
including the right to a jury trial.
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(c) Pre-arbitration discovery is generally more limited than and
different from court proceedings.
(d) The Arbitrators' award is not required to include factual
findings or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
Any controversy between you or any of your affiliates or any of
your or their partners, officers, directors or employees on the one
hand, and Customer on the other hand, arising out of or relating to
this Agreement or the accounts established hereunder, shall be settled
by arbitration, in accordance with the rules then obtaining of any one
of the American Arbitration Association or The New York Stock
Exchange, Inc., or any other exchange of which you are a member, or
the National Association of Securities Dealers, Inc. or The Municipal
Securities Rulemaking Board, as Customer may elect. If Customer does
not make such election by registered mail addressed to you at your
main office within ten (10) days after receipt of notification from
you requesting such election, then Customer authorizes you to make
such election on behalf of Customer. Any arbitration hereunder shall
be before at least three arbitrators and the award of the arbitrators,
or of a majority of them, shall be final, and judgment upon the award
rendered may be entered in any court, state or federal, having
jurisdiction.
11. Customer represents that no one except the Customer has an interest in
Customer's account unless such interest is revealed in the title of
such account and in any such case, Customer has the interest indicated
in such title.
12. Customer understands that you may be required to disclose to
securities issuers the name, address and securities' positions with
respect to securities held in the subject account in your or your
nominee's name unless you are notified that
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Customer objects. Customer hereby notifies you that Customer wishes
such disclosure to be made.
Customer should strike out the preceding paragraph if Customer
does not consent to such disclosure.
13. By signing below, Customer acknowledges receipt of a copy of this
Margin Account Application and Agreement.
By signing this agreement Customer acknowledges that customer's securities may
be loaned to Goldman, Sachs & Co. or to others.
Name of Corporation
Shamrock Holdings of California, Inc.
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Signature Additional Signature (if necessary)
By: /s/ Stanley P. Gold
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Stanley P. Gold, President
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Please Print Name Please Print Name
12/21/92
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Date Date
For Goldman, Sachs & Co. Use Only
Registered Representative
Receiving Account Approved by
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Date Date
