SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
October 10, 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 PERSONS
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
91,937,007 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,937,007 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)
8.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
[FN]
(1) Trefoil SPRL and SHOC share dispositive power over 61,078,260 Ordinary
Shares. Trefoil SPRL, SHOC and Futuris share dispositive power over
30,858,747 Ordinary Shares. See Items 4 and 5 hereof.
</FN>
<PAGE>
SCHEDULE 13D
CUSIP No. 694185109
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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)
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 61,078,260 ORDINARY SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
91,937,007 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,937,007 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)
8.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
[FN]
(1) Trefoil SPRL and SHOC share dispositive power over 61,078,260 Ordinary
Shares. Trefoil SPRL, SHOC and Futuris share dispositive power over
30,858,747 Ordinary Shares. See Items 4 and 5 hereof.
</FN>
INTRODUCTION
This statement amends the Schedule 13D filed on August 4, 2000 (the
"Schedule 13D") by Shamrock Holdings of California, Inc., a California
corporation ("SHOC"), with respect to Ordinary Shares (the "Ordinary
Shares"), of Pacific Dunlop Limited, an Australian corporation (the
"Company"). Capitalized terms used and not defined in this Amendment No. 1
shall have the meanings set forth in the Schedule 13D. Except as
specifically provided herein, this Amendment No. 1 does not modify any of
the information previously reported on the Schedule 13D.
1. ITEM 2 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 2. IDENTITY AND BACKGROUND.
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(a)-(c), (f). In addition to SHOC, Trefoil International III, SPRL, a
Belgian corporation ("Trefoil SPRL"), is a Reporting Person. Trefoil SPRL
is controlled by Trefoil International Investors III, L.P., a Delaware
limited partnership ("Trefoil International Investors III LP"). Trefoil
International Investors III LP is controlled by SHOC. The general partner
of Trefoil International Investors III LP is Trefoil International III,
L.L.C., a Delaware limited liability company ("Trefoil International III
LLC"). Trefoil International III LLC is controlled by SHOC.
Trefoil SPRL is a holding company, and Trefoil International Investors
III LP is an investment partnership, both of which are engaged in the
making, holding and disposing of investments in various industries outside
the United States. The principal executive offices of Trefoil International
Investors III, LP are located at 4444 Lakeside Drive, Burbank, California
91505. The principal executive offices of Trefoil SPRL are located at
Avenue de Cortenbergh 75, 1000 Brussels Belgium.
The directors of Trefoil SPRL are Stanley P. Gold, Eugene I. Krieger,
Robert G. Moskowitz and Gregory S. Martin. Information requested in Items
2(a) through (c) and (f) of the General Instructions to the U.S. Securities
and Exchange Commission Schedule 13D as applicable to Messrs. Gold,
Krieger, Moskowitz and Martin was provided in the Schedule 13D, and remains
current.
(d)-(e) During the last five years, neither of Trefoil SPRL nor
Trefoil International Investors III LP, nor to Trefoil SPRL's best
knowledge, any of their partners, directors 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.
2. ITEM 3 OF THE 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 total consideration used by Trefoil SPRL to purchase the
61,078,260 Ordinary Shares and the Option from SHOC consists of (i) a
promissory note in the principal amount of $56,332,894 AUD, (ii) Trefoil SPRL's
assumption of all of the rights and obligations of SHOC under an agreement
between SHOC and Stanley P. Gold and (iii) Trefoil SPRL's assumption of
$44,186,539 AUD of margin debt owed by SHOC to Salomon Smith Barney Inc.
("Salomon") under the Margin Account Agreement between SHOC and Salomon
(the "SHOC Margin Account Agreement"), all as more fully described in Item
4 hereof.
In addition, Trefoil SPRL and Salomon have entered into a Margin
Lending Facility Agreement (the "Trefoil SPRL Margin Lending Facility
Agreement"). All of the 61,078,260 Ordinary Shares purchased by Trefoil
SPRL from SHOC were pledged as security for the margin debt Trefoil SPRL
assumed from SHOC under the SHOC Margin Account Agreement.
A copy of the SHOC Margin Account Agreement was attached as Exhibit 3
to the Schedule 13D. A copy of the Trefoil SPRL Margin Lending Facility
Agreement is attached hereto as Exhibit 7 and incorporated herein by
reference.
The funds used by Trefoil SPRL to purchase any of the Option Shares
will be derived from Trefoil SPRL's working capital, and from margin
borrowings pursuant to the Trefoil SPRL Margin Lending Facility Agreement.
3. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 4. PURPOSE OF TRANSACTION.
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On October 10, 2000, in connection with a restructuring of its
international investments, SHOC entered into a Purchase Agreement (the
"Purchase Agreement") with Trefoil SPRL, pursuant to which SHOC sold all of
its rights, title and interest in 61,078,260 Ordinary Shares (the
"Transferred Shares") and assigned and transferred all of its rights, title
and interest in, and all of its rights and benefits under, the Futuris
Agreement to Trefoil SPRL in exchange for (i) a full recourse, non-interest
bearing Promissory Note (the "Promissory Note"), payable from Trefoil SPRL
to SHOC in the principal amount of $56,332,894 AUD, due and payable upon the
consummation of a sale of the Transferred Shares and the Option, (ii)
Trefoil SPRL's assumption of all of the rights and obligations of SHOC
under an agreement between SHOC and Stanley P. Gold, President of SHOC,
pursuant to which Mr. Gold has an economic interest in 10% of the Ordinary
Shares acquired by SHOC and (iii) Trefoil SPRL's assumption of $44,186,539 AUD
of margin debt owed by SHOC to Salomon pursuant to the SHOC Margin Account
Agreement. Pursuant to the Purchase Agreement, SHOC has also agreed to
guarantee Trefoil SPRL's obligations under the Trefoil SPRL Margin Lending
Facility Agreement.
The foregoing description of portions of the Purchase Agreement, the
Promissory Note and the Trefoil SPRL Margin Lending Facility Agreement is
qualified in its entirety by the complete text of the Purchase Agreement,
the Promissory Note and the Trefoil SPRL Margin Lending Facility Agreement,
which are incorporated herein by reference. Copies of the Purchase
Agreement and the Promissory Note are being filed herewith as Exhibits 5
and 6, respectively.
Trefoil SPRL acquired the Transferred Shares and Option for investment
purposes. Notwithstanding the foregoing, Trefoil SPRL 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 Trefoil SPRL, and other factors that
Trefoil SPRL 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, Trefoil SPRL may seek representation on the
Board of Directors of the Company.
Except as stated in this response to Item 4, Trefoil SPRL 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.
4. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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(a), (b) On August 9, 2000, SHOC purchased an additional 3,426,656
Ordinary Shares on the open market on the Australian Stock Exchange at
$1.5276 AUD per Ordinary Share, including brokerage commissions and stamp
duties. As a result of this transaction, the number of Ordinary Shares
owned by SHOC was increased to 61,078,260 Ordinary Shares, all of which
were sold to Trefoil SPRL pursuant to the terms of the Purchase Agreement.
Accordingly, Trefoil SPRL is the owner of 61,078,260 Ordinary Shares, which
represents approximately 5.9% of the issued and outstanding Ordinary
Shares.
Also pursuant to the Purchase Agreement, SHOC assigned to Trefoil
SPRL all of its right, title and interest in, and all of its rights and
benefits under, the Futuris Agreement. As a result, each of Trefoil SPRL
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, Trefoil SPRL 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. In addition, by virtue of SHOC's
assignment to Trefoil SPRL of the Futuris Agreement, Trefoil SPRL, SHOC and
Futuris are part of a group as such term is defined in Rule 13d-5(b)(1)
under the Act.
Because SHOC controls Trefoil International Investors III LP,
which controls Trefoil SPRL, SHOC and Trefoil SPRL share dispositive power
over the Ordinary Shares and the Option Shares. Thus, Trefoil SPRL shares
beneficial ownership of such Ordinary Shares with SHOC.
Finally, each of the controlling persons of Trefoil SPRL, SHOC
and SHI may be deemed to beneficially own the Ordinary Shares held by
Trefoil SPRL and the Option Shares, pursuant to Rule 13d-3 under the Act.
Those controlling persons are identified in response to Item 2 of the
Schedule 13D.
The percentages set forth in this response to Items 5(a) and 5(b)
assume that 1,028,970,228 Ordinary Shares were outstanding as of the date
hereof, as represented by the Company in its Form 6-K filed with the S.E.C.
on August 11, 2000.
(c) Except as set forth above, neither Trefoil SPRL nor, to the
knowledge of Trefoil SPRL, 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 the Purchase Agreement, SHOC assigned to Trefoil
SPRL, and Trefoil SPRL assumed from SHOC, all of SHOC's rights and
obligations under that certain agreement between SHOC and Mr. Gold referred
to in Item 4 hereof. Accordingly, Mr. Gold has an economic interest in 10%
of the Ordinary Shares acquired by Trefoil SPRL. 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 Trefoil SPRL. Trefoil SPRL 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.
5. ITEM 6 OF THE 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 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:
On October 10, 2000, SHOC sold 61,078,260 Ordinary Shares, and
assigned all of its rights, title and interest in, and all of its rights
and benefits under, the Futuris Agreement to Trefoil SPRL in exchange for
the Promissory Note, Trefoil SPRL's assumption of SHOC's rights and
obligations under the agreement between SHOC and Mr. Gold, and Trefoil
SPRL's assumption of $44,186,539 AUD of margin debt owed by SHOC to Salomon
pursuant to the SHOC Margin Account Agreement. Certain provisions of the
Purchase Agreement and the Promissory Note are described in Item 4 above.
By virtue of SHOC's transfer of its agreement with Mr. Gold as more
fully described in Item 2 above, Mr. Gold has the right to purchase from
Trefoil SPRL 10% of the economic interests in any and all Ordinary Shares
acquired by Trefoil SPRL.
The foregoing description of portions of the Purchase Agreement, the
Promissory Note and the SHOC Margin Account Agreement is qualified in its
entirety by the complete text of the Purchase Agreement, the Promissory
Note and the SHOC Margin Account Agreement 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 5 -- Purchase Agreement between SHOC and Trefoil SPRL, dated
as of October 10, 2000
Exhibit 6 -- Promissory Note by Trefoil SPRL in favor of SHOC, dated
as of October 10, 2000
Exhibit 7 -- Margin Account Agreement between Trefoil SPRL and Solomon
Smith Barney Inc.
Exhibit 8 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
<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: October 11, 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 5 -- Purchase Agreement between SHOC and Trefoil SPRL, dated
as of October 10, 2000
Exhibit 6 -- Promissory Note by Trefoil SPRL in favor of SHOC, dated
as of October 10, 2000
Exhibit 7 -- Margin Account Agreement between Trefoil SPRL and Solomon
Smith Barney Inc.
Exhibit 8 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
