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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. 1)*
HELENE CURTIS INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK (Par Value $ 0.50 Per Share)
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(Title of Class of Securities)
423236108
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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)
August 15, 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 / /. (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
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SCHEDULE 13D
CUSIP No. 423236108 Page 2 of 5 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 (a) / /
of a Group* (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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Number of Shares (7) Sole Voting
Beneficially Owned Power 444,600 SHARES OF COMMON STOCK
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 444,600 SHARES OF COMMON STOCK
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
444,600 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)
6.5% OF COMMON STOCK
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(14) Type of Reporting Person*
CO
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This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
13D filed by Shamrock Holdings of California, Inc., a California corporation
("SHOC"), with the Securities and Exchange Commission on May 13, 1994 (the
"Schedule 13D"), relating to the common stock, par value $0.50 per share (the
"Common Stock") of Helene Curtis Industries, Inc. (the "Company"). The purpose
of this Amendment is to amend and supplement certain information contained in
the Schedule 13D as set forth below. Prior disclosure in the Schedule 13D
inconsistent with this Amendment is hereby superseded. Unless otherwise
defined, all capitalized terms used herein shall have the meanings set forth in
the Schedule 13D.
1. Item 3 is hereby amended to add the following:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The total amount of funds used by SHOC to purchase the additional
70,700 shares (the "Additional Shares") of Common Stock purchased by SHOC from
May 5, 1994 through August 15, 1994 was $2,293,317.00 (including brokers'
commissions) all of which was derived from margin borrowings from SHOC's trading
account at Goldman, Sachs & Co. None of the Additional Shares were pledged as
security for the margin borrowings.
2. Item 4 is hereby amended to add the following:
ITEM 4. INTERESTS IN SECURITIES OF THE ISSUER.
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(a) As of the date hereof, SHOC is the beneficial owner of 444,600
shares of Common Stock constituting approximately 6.5% of the issued and
outstanding Common Stock of the Company based on 6,803,791 shares of Common
Stock outstanding at May 31, 1994 as described in the Company's Form 10-Q for
the quarter ended May 31, 1994.
(b) SHOC has the sole power to vote and the sole power to dispose of
the Additional 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 of the Additional Shares were acquired
in the open market on the New York Stock Exchange through normal brokerage
transactions.
Page 3 of 5
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Trade Date No. of Shares Price Per Share*
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8/10/94 7,500 30 5/8
8/10/94 5,000 31 1/4
8/11/94 10,000 32
8/12/94 13,200 32 1/4
8/15/94 25,000 33
8/15/94 500 33 1/8
8/15/94 9,500 33 1/4
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*Excludes $0.06 per share commission
Page 4 of 5
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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: August 15, 1994
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Robert G. Moskowitz
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Name: Robert G. Moskowitz
Title: Executive Vice President
Page 5 of 5
