UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)*
Nur Macroprinters Ltd.
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(Name of Issuer)
Ordinary Shares,
NIS 1.0 par value
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(Title of Class of Securities)
M75165-10-6
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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 Persons Authorized to Receive Notices
and Communications)
March 16, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-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 ss. 240.13d-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 ("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. M75165-10-6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trefoil Israel Investments, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 300,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 300,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Row (11) does not include 145,614 Ordinary Shares held directly by
Shamrock Holdings of California, Inc. Beneficial ownership of those
shares is disclaimed by the Reporting Person.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. M75165-10-6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shamrock Holdings of California, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 145,614
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 145,614
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,614
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Row (11) does not include 300,000 Ordinary Shares held directly by
Trefoil Israel Investments, L.L.C. Beneficial ownership of those
shares is disclaimed by the Reporting Person.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
INTRODUCTION
This statement amends a Schedule 13D filed on November 26, 1997 (the
"Schedule 13D") by (1) Trefoil Israel Investments, L.L.C., a Delaware
limited liability company ("Trefoil Israel") and (2) Shamrock Holdings of
California, Inc., a California corporation ("SHOC"), a member of Trefoil
Israel, with respect to Ordinary Shares, NIS 1.0 par value of Nur
Macroprinters Ltd. (formerly Nur Advanced Technologies Ltd.) ("Nur").
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
Items 5 (a) and (b) of the Schedule 13D are hereby amended to add the
following:
(a),(b) As a result of the transactions that took place on March 16, 1999
as described below, Trefoil Israel directly holds 300,000 Ordinary Shares
and SHOC directly holds 145,614 Ordinary Shares, representing approximately
2.8% and 1.3%, respectively, of the outstanding Ordinary Shares. Because
SHOC is a controlling person of Trefoil Israel, SHOC and Trefoil Israel may
be deemed to constitute a group within the meaning of Section 13(d)(3) of
the Act with respect to the Ordinary Shares each owns. In that event, the
Reporting Persons would collectively be deemed to beneficially own 445,614
Ordinary Shares, representing approximately 4.1% of all outstanding
Ordinary Shares. However, each Reporting Person disclaims beneficial
ownership of the Ordinary Shares held by the other Reporting Person.
The percentages set forth in this addition to Items 5(a) and 5(b)
assume that 10,880,000 Ordinary Shares are outstanding, as of December 31,
1998.
Item 5(c) of the Schedule 13D is hereby amended to read in full as follows:
(c) Trefoil Israel sold 200,000 Ordinary Shares on March 16, 1999 in
open market transactions on the Nasdaq National Market System at a price of
$2.6875 per share. SHOC sold 100,000 Ordinary Shares on March 16, 1999 in
open market transactions at a price of $2.6875 per share. Other than the
foregoing transactions, to the best knowledge of the Reporting Persons,
none of the persons named in response to Item 2 has effected any
transactions in Ordinary Shares in the past sixty (60) days.
Item 5(e) of the Schedule 13D is hereby amended to read in full as follows:
(e) As of March 16, 1999, neither Trefoil Israel nor SHOC was a
beneficial owner of more than 5% of Ordinary Shares.
<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: March 17, 1999
TREFOIL ISRAEL INVESTMENTS, L.L.C.
By: /s/ Robert G. Moskowitz
---------------------------------
Robert G. Moskowitz
Manager
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ George J. Buchler
---------------------------------
George J. Buchler
Vice President, Chief Financial Officer
and Treasurer
