SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
November 23, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 694185109
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK HOLDINGS OF CALIFORNIA, INC. - 95-3928494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
92,237,007 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,237,007 ORDINARY SHARES
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)
9.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
[FN]
(1) See Items 4 and 5 of Amendment No. 1.
</FN>
<PAGE>
SCHEDULE 13D
CUSIP No. 694185109
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL INTERNATIONAL III, SPRL - 95-4814073
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
BELGIUM
NUMBER OF 7 SOLE VOTING POWER
SHARES 61,378,260 ORDINARY SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
92,237,007 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,237,007 ORDINARY SHARES
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)
9.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
[FN]
(1) See Items 4 and 5 of Amendment No. 1.
</FN>
<PAGE>
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 together with 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 (the "Company"). Capitalized terms used and not
defined in this Amendment No. 2 shall have the meanings set forth in the
Amended Schedule 13D. Except as specifically provided herein, this
Amendment No. 2 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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The funds used by Trefoil SPRL to purchase the additional 300,000
Ordinary Shares were derived from Trefoil SPRL's working capital, and from
margin borrowings pursuant to the Trefoil SPRL Margin Lending Facility
Agreement. All of these 300,000 Ordinary Shares were pledged as security
for Trefoil SPRL's borrowings pursuant to the Trefoil SPRL Margin Lending
Facility Agreement.
2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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On November 13, 2000, the Company issued a press release announcing
that, as a result of its off-market equal access tender buy-back (the
"Buy-Back") which closed November 10, 2000, it had repurchased 101,992,570
Ordinary Shares. As a direct result of the Buy-Back, and due to no action
on the part of either of the Reporting Persons, the Reporting Persons'
beneficial ownership of the issued and outstanding Ordinary Shares
increased from 8.93% to 9.91%.
On November 22, 2000, Trefoil SPRL purchased 200,000 Ordinary Shares
on the open market on the Australian Stock Exchange at AUD $1.53 per
Ordinary Share, excluding brokerage commissions and stamp duties. On
November 23, 2000, Trefoil SPRL purchased an additional 100,000 Ordinary
Shares on the open market on the Australian Stock Exchange at AUD $1.517
per Ordinary Share, excluding brokerage commissions and stamp duties. As a
result of these transactions, the number of Ordinary Shares owned by
Trefoil SPRL was increased to 61,378,260 Ordinary Shares, and the Reporting
Persons' beneficial ownership of the issued and outstanding Ordinary Shares
increased to 9.94%. The preceding calculations are based on publicly
available information which indicates that the number of outstanding
Ordinary Shares of the Company is 927,464,509.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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DOCUMENT
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Exhibit 9 -- 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: November 27, 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 9 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
