UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
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)
January 16, 1996
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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
[ ].
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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 Amendment No. 2 to the Schedule 13D,
dated December 16, 1994 ("Amendment No. 2" and, together with the
Schedule 13D and Amendment No. 1, 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. 3 to the Schedule 13D
("Amendment No. 3"). The purpose of this Amendment No. 3 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. 3 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superseded.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 4 is hereby amended to add the following:
ITEM 4. Purpose of Transaction.
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On January 16, 1996, SHOC sent a letter to Ronald J.
Gidwitz, President and Chief Executive Officer of the Company and
the other members of the Board of Directors of the Company, the
full text of which is set forth below:
"When we invested in Helene Curtis in 1994, we believed the
Company's common stock was significantly undervalued in the
public markets. The Company has exceptional products. However,
it appears to us that the intrinsic value of the Company's assets
is not being recognized.
Although there are a variety of ways to unlock that value,
we believe the Board of Directors should give priority to the
following two approaches: 1) sale of the Company or 2)
increasing accountability of the Board and management to its
public shareholders.
As you know, 1995 was a year of consolidation in the
personal care industry, culminating in the recently announced
acquisition of Maybelline by L'Oreal S.A. This industry wide
consolidation has resulted in shareholders realizing significant
premiums on their investment. In view of the Company's strong
product lines, we believe there would be many interested parties,
including larger personal care products companies with the
resources necessary to fully exploit the Company's brands. As
confirmed by the recently announced operating results for the
Company's third quarter, Helene Curtis appears to be making
little progress in increasing the performance of its assets.
Perhaps a company with greater resources than those presently
available to Helene Curtis would be better able to maximize the
potential inherent in Helene Curtis.
We believe that accountability of management and directors
is invaluable in maximizing performance. Effective corporate
governance will focus management and directors on their foremost
legitimate objective -- increasing shareholder values -- as
opposed to simply preserving
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their positions at Helene Curtis. That is why we believe that
the dual class structure of the Company's common stock should be
terminated.
If the dual class structure ever had any usefulness, its
utility has long ceased. For the past nine years the dual class
has insulated the Board of Directors and management while the
Company, which is not insulated from competition, has seen its
margins decrease and its stock price underperform. Instead of
being accountable to all stockholders, the Board of Directors and
Management currently need only address your family concerns (the
holders of 99% of the Class B Common Stock, but only
approximately 30% of the entire equity interests in the Company).
It is now time for the Board and Management to be responsive to
all stockholders and not continue to act in ways that preclude
stockholders from realizing full value for their investment in
Helene Curtis. Once the safety net of the dual class structure
is eliminated, the Board and senior managers will be properly
focused on acting solely in the best interests of all Helene
Curtis stockholders.
The sunset provisions contained in the Company's Class B
Common Stock provide an opportunity to return control of the
Company to all the stockholders. The window period provided in
the Company's charter for the outside directors to terminate the
dual class structure is now open. It is in the best interest of
the Company and all of the Company's stockholders that the
outside directors of the Company elect to convert the Class B
Common Stock into Common Stock at the end of the current second
five year term as contemplated by the Company's charter. Failure
to do so would constitute a breach of your fiduciary duties to
the Company's stockholders.
Eliminating the Class B Common Stock should eliminate the
restraint on upward movement in the Company's stock price
resulting from the overhang of supervoting stock. Abandoning the
dual class device should not, however, unduly expose the Company
to any perceived threats which may arise from a hostile,
unsolicited takeover attempt. The Company already has an arsenal
of anti-takeover defenses which virtually assures that any
potential acquiror would have to negotiate with, and gain the
approval of, the Company's Board. These defenses include a
staggered Board, an anti-business combination charter provision,
special advance notice Bylaw provisions for shareholder action
and the special protections afforded by the Delaware Business
Combination Statute (which statute was adopted after the Company
implemented the dual class structure). We believe that the
benefits generated by eliminating the dual class structure
clearly outweigh any notional concerns about abusive takeover
tactics.
Our concerns are not solitary. I have had recent
conversations with other significant Helene Curtis shareholders
in which they expressed to me their concerns regarding the
failure of the Company's Board to address the issues of
maximizing shareholder value and corporate governance. Perhaps
it would be useful and instructive for the Helene Curtis Board to
hear directly the concerns of the Company's shareholders.
Therefore, I request that you arrange a meeting among myself,
other interested shareholders and the outside members of the
Board regarding the above issues which are of concern to all
Helene Curtis shareholders."
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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: January 16, 1996
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Stanley P. Gold
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Name: Stanley P. Gold
Title: President
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