SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
January 14, 2001
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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
108,241,947 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,241,947 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)
11.7%
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)
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 77,383,200 ORDINARY SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
108,241,947 ORDINARY SHARES<F1>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,241,947 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)
11.7%
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 as amended by Amendment No. 2
filed by SHOC and Trefoil SPRL on November 27, 2000 ("Amendment No. 2"),
and as amended by Amendment No. 3 filed by SHOC and Trefoil SPRL on
December 20, 2000 ("Amendment No. 3," and collectively with Amendment No.
2, 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. 4 shall have
the meanings set forth in the Amended Schedule 13D. Except as specifically
provided herein, this Amendment No. 4 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 total amount of funds used by Trefoil SPRL to purchase the
additional 16,004,940 Ordinary Shares was AUD $22,654,874.87 (excluding
brokerage commissions and stamp duties). All of these funds were obtained
from borrowings by Trefoil SPRL under the Apilanlehti/Trefoil SPRL
Revolving Credit Agreement. All of these Ordinary Shares were pledged as
security for borrowings made by Trefoil SPRL under the Apilanlehti/Trefoil
SPRL Revolving Credit Agreement, by Apilanlehti under the SHOC/Apilanlehti
Revolving Credit Agreement, and in turn by SHOC under the SHOC Margin
Account Agreement.
Copies of each of the SHOC Margin Account Agreement, the
Apilanlehti/Trefoil SPRL Revolving Credit Agreement and the
SHOC/Apilanlehti Revolving Credit Agreement were filed as Exhibits 3, 10
and 12, respectively, to the Amended Schedule 13D.
2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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Trefoil SPRL is the owner of 77,383,200 Ordinary Shares, which
represents approximately 8.3% of the issued and outstanding Ordinary
Shares. In addition to the Ordinary Shares disclosed as acquired by Trefoil
SPRL in Item 5 of Amendment No. 2, during the last 60 days, Trefoil SPRL
acquired Ordinary Shares on such dates, in such amounts and at such per
share prices (excluding brokerage fees and stamp duties) as indicated on
the Schedule of Transactions attached hereto as Exhibit 15 and incorporated
herein by reference. All of these transactions were effected in the open
market on the Australian Stock Exchange. Together with the Option Shares,
Trefoil SPRL and SHOC beneficially own 108,241,947 Ordinary Shares, which
represents approximately 11.7% of the outstanding Ordinary Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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DOCUMENT
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Exhibit 15 -- Schedule of Transactions
Exhibit 16 -- 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: January 17, 2001
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/ Gregory S. Martin
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Name: Gregory S. Martin
Title: Director
<PAGE>
EXHIBIT INDEX
DOCUMENT
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Exhibit 15 -- Schedule of Transactions
Exhibit 16 -- Joint Filing Agreement between SHOC and Trefoil SPRL,
dated as of October 11, 2000
