SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)*
Pacific Dunlop Limited
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
694185109[FN1]
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(CUSIP Number)
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 27, 2000
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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(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 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 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, as amended ("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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1 This CUSIP number has been assigned to Ordinary Shares that are
evidenced in the United States by American Depositary Shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 694185109
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SHAMROCK HOLDINGS OF CALIFORNIA, INC. - 95-3928494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ][FN*]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
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 7 SOLE VOTING POWER
SHARES 57,651,604 ORDINARY SHARES[FN**]
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 57,651,604 ORDINARY SHARES[FN**]
10 SHARED DISPOSITIVE POWER
30,858,747 ORDINARY SHARES[FN**]
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,510,351 ORDINARY SHARES[FN**]
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* See Item 5 hereof.
** See Items 4 and 6 hereof.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
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The securities to which this statement relates are Ordinary
Shares ("Ordinary Shares") of Pacific Dunlop Limited, an Australian
corporation (the "Company"). The principal executive offices of the Company
are located at Level 41, 101 Collins Street, Melbourne, Victoria 3000,
Australia.
ITEM 2. IDENTITY AND BACKGROUND.
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(a)-(c), (f). The Reporting Person is Shamrock Holdings of
California, Inc., a California corporation ("SHOC"). All of the capital
stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation
("SHI"). The principal executive offices of SHOC and SHI are located at
4444 Lakeside Drive, Burbank, California 91505. SHOC and SHI, together with
their subsidiary entities, are holding companies engaged in the making,
holding and disposing of investments in various industries, principally in
the United States, Israel, Europe, Australia and New Zealand. Roy E. Disney
and his wife, Patricia A. Disney, own approximately 4.5% of the common
stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney
and Timothy J. Disney (the "Disney Children") own an aggregate of
approximately 45.4% of the common stock of SHI. In addition, Roy E. Disney
is the sole trustee of four trusts established for the benefit of the
respective Disney Children which hold an aggregate of approximately 50% of
SHI common stock.
The business address of each of the persons listed below is 4444
Lakeside Drive, Burbank, California 91505. The names and principal
occupations or employments of the directors, executive officers and
controlling persons of SHOC and SHI are as follows:
<PAGE>
Principal Occupation
Name Position or Employment
---- -------- -------------
Roy E. Disney Chairman of Chairman of the Board of Directors
the Board of of SHI and SHOC; Vice Chairman of
Directors the Board of Directors of Walt
Disney Company (an international
company engaged in family
entertainment, with its principal
executive offices located at 500
South Buena Vista Drive, Burbank,
California 91521); Chairman of the
Board of Directors of Shamrock
Capital Advisors, Inc., a Delaware
corporation ("SCA") (a closely-held
corporation which provides
management and consulting services,
principally to SHOC and investment
partnerships organized by SHOC,
including businesses in which such
partnerships invest). The principal
executive office of SCA is 4444
Lakeside Drive, Burbank, CA 91505
Patricia A. Disney Vice Chairman Vice Chairman of the Board of
of the Board Directors of SHI, SHOC and SCA
of Directors
Stanley P. Gold Director and Director and President of SHI and
President SHOC. Director, President,
Treasurer and Managing Director of
SCA; Director of Walt Disney
Company
Robert G. Moskowitz Executive Vice Executive Vice President and
President and Secretary of SHI and SHOC; Managing
Secretary Director and Secretary of SCA
Gregory Martin Treasurer and Vice President, Chief Financial
Assistant Officer and Treasurer of SHOC;
Secretary of Treasurer and Assistant Secretary
SHI; Vice of SHI
President,
Chief Financial
Officer and
Treasurer of
SHOC
Eugene I. Krieger Vice Chairman Vice Chairman of the Board of
of the Board Directors of SHI
of Directors
All of the persons listed above are citizens and residents of the
United States.
(d)-(e) During the last five years, neither SHOC nor SHI nor, to SHOC's
best knowledge, any of their directors, executive officers or controlling
persons, as the case may be, 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 a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
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 57,651,604
Ordinary Shares it directly owns was $57,662,672 (including brokerage
commissions and stamp duties). All of such funds were derived from SHOC's
working capital and from margin borrowings from SHOC's trading account at
Salomon Smith Barney Inc. All of these Ordinary Shares were pledged as
security for the margin borrowings. A copy of the Margin Account Agreement
between SHOC and Salomon Smith Barney Inc. is attached hereto as Exhibit 3
and incorporated herein by reference.
The funds used by SHOC to purchase any of the Option Shares (as
defined below in Item 4) will be derived from SHOC's working capital and
from margin borrowings from SHOC's trading account at Salomon Smith Barney
Inc.
ITEM 4. PURPOSE OF TRANSACTION.
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On July 27, 2000, SHOC entered into an Agreement (the "Futuris
Agreement") with Futuris Corporation Limited, an Australian company
("Futuris"), and CP Ventures Limited, an Australian company and
wholly-owned subsidiary of Futuris ("CP Ventures"), pursuant to which SHOC
and Futuris have agreed to cooperate with a view to realizing value in
relation to their Ordinary Shares in the Company. In this regard, each of
SHOC and Futuris has agreed to consult with the other as to how to vote its
Ordinary Shares; however if no agreement is reached, each is free to vote
its Ordinary Shares as it sees fit. Further, each will consult the other
prior to making any proposal regarding the Company to any third party
(including the Company). In addition, if either SHOC or Futuris
beneficially owns 3% or more of the Ordinary Shares (excluding the Option
Shares while the Option remains unexercised) and desires to call a meeting
of shareholders of the Company, the other party has agreed to use its
Ordinary Shares to assist in calling the meeting. SHOC and Futuris have
also agreed that, if SHOC is able to appoint two or more nominees to the
Board of Directors of the Company and SHOC requests that the chief
executive officer of Futuris be a nominee, then Futuris will attempt to
ensure that its chief executive officer be so appointed. Finally, the
parties have agreed to consult with one another before either makes any
public statement, announcement or press release concerning the Company.
Pursuant to the Futuris Agreement, Futuris and CP Ventures
granted SHOC the right to participate in the exercise of an option held by
CP Ventures on Company Ordinary Shares (the "Option") under the terms of a
Call Option Deed, dated April 27, 2000 (the "Call Option Deed"), between CP
Ventures and BT Funds Management Limited.
The Option grants CP Ventures the right to purchase 30,858,747
Ordinary Shares (the "Option Shares") at a price of $1.60 AUD per share for
an aggregate purchase price of $49,373,995 AUD (the "Purchase
Consideration"). The Option can only be exercised in respect of all, but
not less than all, of the Option Shares.
Pursuant to the terms of the Futuris Agreement, during the one
year period ending July 27, 2001 (the "Call Option Period"), CP Ventures
may exercise the Option at its discretion, provided that, upon exercise of
the Option, SHOC shall have an irrevocable option to purchase, from CP
Ventures at any time during the remainder of the Call Option Period, 40% of
the Option Shares (the "S Option Shares") for an amount equal to 40% of the
Purchase Consideration, plus related stamp duty and interest at a rate of
12% per annum for the period between CP Ventures' exercise of the Option
and SHOC's payment for the S Option Shares (the "SHOC Consideration"). If
CP Ventures exercises the Option and SHOC does not exercise its rights to
acquire the S Option Shares prior to the end of the Call Option Period,
SHOC is required to pay CP Ventures the difference between (a) the SHOC
Consideration and (b) the fair market value of the S Option Shares (as
calculated pursuant to the terms of the Futuris Agreement).
In addition, at any time during the Call Option Period, SHOC may
direct CP Ventures to exercise the Option and transfer ownership of the
Option Shares to SHOC upon receipt of the Purchase Consideration from SHOC.
Upon exercise of the Option at the direction of SHOC, Futuris may acquire
60% of the Option Shares and SHOC shall acquire 40%. If Futuris does not
exercise that right, SHOC shall acquire 100% of the Option Shares and CP
Ventures would then have an irrevocable option to purchase from SHOC at any
time during the remainder of the Call Option Period, 60% of the Option
Shares (the "F Option Shares") for an amount equal to 60% of the Purchase
Consideration, plus related stamp duty and interest at a rate of 12% per
annum for the period between the exercise of the Option and CP Ventures'
payment for the F Option Shares (the "Futuris Consideration"). Unless and
until CP Ventures pays the Futuris Consideration to SHOC, SHOC will own all
of the Option Shares. If CP Ventures exercises the Option but does not
exercise its rights to acquire the F Option Shares from SHOC prior to the
end of the Call Option Period, CP Ventures is required to pay SHOC the
difference between (a) the Futuris Consideration and (b) the fair market
value of the F Option Shares (as calculated pursuant to the terms of the
Futuris Agreement).
Moreover, the Futuris Agreement provides that if, other than as a
result of the exercise of the Option, either of SHOC or Futuris acquires
any additional securities of the Company which represent more than 0.5% of
the Company's total issued capital, the non-acquiring party has the right,
under certain circumstances, to purchase from the acquiring party 50% of
such securities for a purchase price equal to that paid by the acquiring
party for such portion of the securities. The non-acquiring party shall
have no such right, however, if it has previously declined to exercise its
joint purchasing rights. On July 31, 2000, SHOC acquired an additional
approximately 0.8% of the Company's total issued capital. Futuris declined
to exercise its right to acquire 50% of these Ordinary Shares. As a result,
as described above, Futuris no longer has the right to acquire 50% of any
securities of the Company purchased by SHOC.
The foregoing description of the Futuris Agreement and the Call
Option Deed is qualified in its entirety by the complete text of the
Futuris Agreement and the Call Option Deed, which are incorporated herein
by reference. Copies of the Futuris Agreement and the Call Option Deed are
being filed herewith as Exhibits 1 and 2, respectively.
SHOC acquired its participation rights in the Option for
investment purposes. Notwithstanding the foregoing, SHOC may determine from
time to time in the future, based on market and general economic
conditions, the business affairs and financial condition of the Company,
the availability of securities at favorable prices and alternative
investment opportunities available to SHOC, and other factors that SHOC may
deem relevant, to acquire additional securities of the Company in the open
market, in privately negotiated transactions or otherwise, or to sell some
or all of the securities it now holds or hereafter acquires as set forth
above or otherwise. Additionally, although no decision has been made, SHOC
may seek representation on the Board of Directors of the Company.
Except as stated in this response to Item 4, SHOC has no current
plans or proposals with respect to the Company or its securities of the
types enumerated in paragraphs (a) through (j) of Item 4 to the form of
Schedule 13D promulgated under the Act.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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(a), (b) SHOC is the owner of 57,651,604 Ordinary Shares, which represents
approximately 5.6% of the issued and outstanding Ordinary Shares. During
the last 60 days, SHOC acquired Ordinary Shares on such dates, in such
amounts and at such per share prices (including brokerage fees and stamp
duties) as indicated on the Schedule of Transactions attached hereto as
Exhibit 4 and incorporated herein by reference. All such transactions were
effected in the open market on the Australian Stock Exchange. Accordingly,
SHOC has beneficial ownership of such Ordinary Shares, with sole power to
direct the disposition of such Ordinary Shares.
Pursuant to the Futuris Agreement, as described in Item 4 above,
each of SHOC and CP Ventures has the power to direct the exercise of the
Option during the Call Option Period. The Option Shares represent
approximately 3.0% of the issued and outstanding Ordinary Shares. Thus,
SHOC and Futuris share beneficial ownership in the respective amounts of
40% and 60%, respectively, of the Option Shares with respect to the power
to direct the disposition of the Option Shares. However, until exercise of
the Option, SHOC and Futuris do not have any power to direct the vote of
the Option Shares.
In addition, by virtue of the Futuris Agreement, SHOC and Futuris
are part of a group as such term is defined in Rule 13d-5(b)(1) under the
Act. SHOC has been advised by Futuris that Futuris plans to comply with
United States federal securities law disclosure requirements in a separate
filing with the United States Securities and Exchange Commission (the
"S.E.C.").
Finally, each of the controlling persons of SHOC and SHI may be
deemed to beneficially own the Ordinary Shares held by SHOC and the Option
Shares, pursuant to Rule 13d-3 under the Act. Those controlling persons are
identified in response to Item 2.
The percentages set forth in this response to Items 5(a) and 5(b)
assume that 1,028,307,355 Ordinary Shares were outstanding on March 15,
2000, as represented by the Company in its Form 6-K filed with the S.E.C.
on such date.
(c) Except as set forth above, neither SHOC nor, to the knowledge of SHOC,
any person identified in response to Item 2, beneficially owns any Ordinary
Shares or has effected any transactions in Ordinary Shares during the
preceding 60 days.
(d) Pursuant to an agreement between SHOC and Stanley P. Gold, President of
SHOC, Mr. Gold has acquired an economic interest in 10% of the Ordinary
Shares acquired by SHOC. Mr. Gold has no right to vote or dispose of the
Ordinary Shares in which he has an economic interest. Those rights are
retained by SHOC. SHOC has no knowledge of any other person that has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Ordinary Shares or the Option Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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SHOC has no knowledge of any contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in response to Item 2 or between such persons and any person with
respect to any securities of the Company, other than as follows:
SHOC directly owns 57,651,604 Ordinary Shares, which it purchased
in transactions effected on the open market on the Australian Stock
Exchange. As described in Item 5 above, Mr. Gold has the right to purchase
from SHOC 10% of the economic interests in any and all Ordinary Shares
acquired by SHOC from and including October 1, 1999.
SHOC also has the right, pursuant to the Futuris Agreement, to
direct the disposition of the 30,858,747 Option Shares. Certain provisions
of the Futuris Agreement, and the underlying Call Option Deed are described
above in item 4.
By virtue of the Futuris Agreement, SHOC has certain other rights
concerning the Option Shares and any Ordinary Shares Futuris may acquire,
as more fully described in Item 4 above.
The foregoing description of the Futuris Agreement and the Call
Option Deed is qualified in is entirety by the complete text of the Futuris
Agreement and the Call Option Deed, which are incorporated herein by
reference. Copies of the Futuris Agreement and the Call Option Deed are
being filed herewith as Exhibits 1 and 2, respectively.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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DOCUMENT
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Exhibit 1 -- Futuris Agreement among SHOC, Futuris and CP Ventures,
dated as of July 27, 2000
Exhibit 2 -- Call Option Deed between CP Ventures and BT Funds
Management Limited, dated as of April 27, 2000
Exhibit 3 -- Margin Account Agreement between Shamrock Holdings of
California, Inc. and Salomon Smith Barney Inc.
Exhibit 4 -- Schedule of Transactions
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: August 4, 2000
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By:/s/ Robert G. Moskowitz
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Robert G. Moskowitz
Executive Vice President and
Secretary
<PAGE>
EXHIBIT INDEX
DOCUMENT
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Exhibit 1 -- Futuris Agreement among SHOC, Futuris and CP Ventures,
dated as of July 27, 2000
Exhibit 2 -- Call Option Deed between CP Ventures and BT Funds
Management Limited, dated as of April 27, 2000
Exhibit 3 -- Margin Account Agreement between Shamrock Holdings of
California, Inc. and Salomon Smith Barney Inc.
Exhibit 4 -- Schedule of Transactions
