SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Pacific Dunlop Limited
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
694185109
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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)
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December 19, 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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INTRODUCTION
This statement amends the Schedule 13D (the "Schedule 13D") filed on
August 4, 2000 by Shamrock Holdings of California, Inc., a California
corporation ("SHOC"), as amended by Amendment No. 1 filed by SHOC and
Trefoil International III, SPRL, a Belgian corporation ("Trefoil SPRL"), on
October 11, 2000 ("Amendment No. 1") and as amended by Amendment No. 2
filed by SHOC and Trefoil SPRL on November 27, 2000 ("Amendment No. 2," and
collectively with Amendment No. 1 and the Schedule 13D, the "Amended
Schedule 13D"). The securities to which this statement relates are Ordinary
Shares (the "Ordinary Shares"), of Pacific Dunlop Limited, an Australian
corporation. Capitalized terms used and not defined in this Amendment No. 3
shall have the meanings set forth in the Amended Schedule 13D. Except as
specifically provided herein, this Amendment No. 3 does not modify any of
the information previously reported on the Amended Schedule 13D.
1. Item 3 of the Amended Schedule 13D is hereby amended to add the
following information:
ITEM 3. Source and Amount of Funds or Other Consideration.
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In connection with a restructure of the financing arrangements with
respect to the Ordinary Shares owned by Trefoil SPRL and any future
purchases by it of additional Ordinary Shares, on December 19, 2000,
Trefoil SPRL entered into a Revolving Credit Agreement (the
"Apilanlehti/Trefoil SPRL Revolving Credit Agreement") with Apilanlehti
International III Netherlands B.V., a Netherlands corporation and wholly
owned subsidiary of SHOC ("Apilanlehti"), pursuant to which Apilanlehti
agreed to loan Trefoil SPRL up to AUD $150,000,000. Pursuant to a Pledge
Agreement (the "Apilanlehti/Trefoil SPRL Pledge Agreement") between Trefoil
SPRL, as pledgor, and Apilanlehti, as pledgee, all of the 61,378,260
Ordinary Shares owned by Trefoil SPRL, and any Ordinary Shares acquired by
Trefoil SPRL in the future, are or will be, as the case may be, pledged to
Apilanlehti as security for Trefoil SPRL's obligations under the
Apilanlehti/Trefoil SPRL Revolving Credit Agreement.
Apilanlehti has entered into a Revolving Credit Agreement with SHOC
(the "SHOC/Apilanlehti Revolving Credit Agreement") in the principal amount
of AUD $250,000,000. In connection therewith, pursuant to a Pledge
Agreement (the "SHOC/Apilanlehti Pledge Agreement"), Apilanlehti has
pledged to SHOC all of its assets except its retained earnings, including
the 61,378,260 Ordinary Shares.
The foregoing description of the Apilanlehti/Trefoil SPRL Revolving
Credit Agreement, the Apilanlehti/Trefoil SPRL Pledge Agreement, the
SHOC/Apilanlehti Revolving Credit Agreement and the SHOC/Apilanlehti Pledge
Agreement is qualified in its entirety by the complete text of the
foregoing documents, which are incorporated herein by reference. Copies of
each of the Apilanlehti/Trefoil SPRL Revolving Credit Agreement, the
Apilanlehti/Trefoil SPRL Pledge Agreement, the SHOC/Apilanlehti Revolving
Credit Agreement and the SHOC/Apilanlehti Pledge Agreement are being filed
herewith as Exhibits 10, 11, 12 and 13, respectively.
2. Item 6 of the Amended Schedule 13D is hereby amended to add the
following information:
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Trefoil SPRL and Apilanlehti have entered into the Apilanlehti/Trefoil
SPRL Revolving Credit Agreement and the Apilanlehti/Trefoil SPRL Pledge
Agreement.
Apilanlehti and SHOC have entered into the SHOC/Apilanlehti Revolving
Credit Agreement and the SHOC/Apilanlehti Pledge Agreement.
The foregoing description of the Apilanlehti/Trefoil SPRL Revolving
Credit Agreement, the Apilanlehti/Trefoil SPRL Pledge Agreement, the
SHOC/Apilanlehti Revolving Credit Agreement and the SHOC/Apilanlehti Pledge
Agreement is qualified in its entirety by the complete text of the
foregoing documents, which are incorporated herein by reference.
<PAGE>
ITEM 7. Material to be Filed as Exhibits.
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Document
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Exhibit 10 -- Revolving Credit Agreement between Trefoil SPRL and
Apilanlehti
Exhibit 11 -- Pledge Agreement between Trefoil SPRL and Apilanlehti
Exhibit 12 -- Revolving Credit Agreement between Apilanlehti and SHOC
Exhibit 13 -- Pledge Agreement between Apilanlehti and SHOC
Exhibit 14 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
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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: December 20, 2000
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Robert G. Moskowitz
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Name: Robert G. Moskowitz
Title: Executive Vice President
TREFOIL INTERNATIONAL III, SPRL
By: /s/ Eugene I. Krieger
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Name: Eugene I. Krieger
Title: Director
<PAGE>
Exhibit Index
Document
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Exhibit 10 -- Revolving Credit Agreement between Trefoil SPRL and
Apilanlehti
Exhibit 11 -- Pledge Agreement between Trefoil SPRL and Apilanlehti
Exhibit 12 -- Revolving Credit Agreement between Apilanlehti and SHOC
Exhibit 13 -- Pledge Agreement between Apilanlehti and SHOC
Exhibit 14 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
