SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
AMENDMENT NO. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)*
Gilat Communications Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.01 par value
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(Title of Class of Securities)
M50876107
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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)
August 24, 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. M50876107
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
(See Instructions) (a) [X]
(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 100,000 ORDINARY SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 100,000 ORDINARY SHARES
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,186,956 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)
9.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. M50876107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL GILAT INVESTORS, L.P. - 95-4812471
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO,BK
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 1,086,956 ORDINARY SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,086,956 ORDINARY SHARES
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,186,956 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)
9.2%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
INTRODUCTION
This statement amends the Schedule 13D filed on June 30, 2000 (the
"Schedule 13D") by Shamrock Holdings of California, Inc., a California
corporation ("SHOC"), with respect to Ordinary Shares, nominal value NIS
0.01 per share (the "Ordinary Shares"), of Gilat Communications Ltd., an
Israeli 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 Gilat Investors, L.P., a
Delaware limited partnership ("Trefoil Gilat"), is a Reporting Person.
Trefoil Gilat is a single purpose entity formed to hold the Convertible
Notes. The general partner of Trefoil Gilat is Trefoil Gilat, Inc., a
Delaware corporation controlled by senior executive officers of SHOC. SHOC
owns a majority of the limited partnership interests of Trefoil Gilat. The
Agreement of Limited Partnership of Trefoil Gilat is attached hereto as
Exhibit 10 and is incorporated herein by reference. The principal executive
offices of Trefoil Gilat and Trefoil Gilat, Inc. are located at 4444
Lakeside Drive, Burbank, California 91505.
Stanley P. Gold is the sole director and president of Trefoil Gilat,
Inc., and Robert G. Moskowitz and Greg Martin are the other executive
officers of Trefoil Gilat, Inc. The business address, principal occupation
and citizenship of each of Stanley P. Gold, Robert G. Moskowitz and Greg
Martin were previously set forth in the Schedule 13D.
(d)-(e) During the last five years, neither Trefoil Gilat nor Trefoil
Gilat, Inc. nor, to Trefoil Gilat's best knowledge, any of their directors,
executive officers 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 amount of funds used by Trefoil Gilat to purchase the
Convertible Notes from SHOC was $25,309,137. The funds were derived from
capital contributions by Trefoil Gilat's partners and a loan to Trefoil
Gilat from Israeli Discount Bank Ltd. (the "Bank"). The Convertible Notes
(including the Conversion Shares) were pledged as security for the
borrowings under the Loan Agreement, dated August 24, 2000 (the "Loan
Agreement"), between Trefoil Gilat and the Bank (the "Loan Agreement"). In
connection therewith, Trefoil Gilat entered into a Trust Agreement, dated
August 24, 2000 (the "Trust Agreement") with the Bank and the Israeli
Discount Bank Trust Company Ltd. (the "Trustee") and an Assignment and
Assumption Agreement, dated August 24, 2000 (the "Assignment Agreement"),
between Trefoil Gilat and the Trustee. Copies of the Loan Agreement, the
Trust Agreement and the Assignment Agreement (collectively, the "Loan
Documents"), are attached hereto as Exhibits 7, 8 and 9 respectively and
are incorporated herein by reference.
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 August 24, 2000, SHOC and Trefoil Gilat entered into an Assignment
and Assumption Agreement (the "SHOC Agreement"), pursuant to which Trefoil
Gilat purchased the Convertible Notes for $25 million, plus 7% interest
since June 30, 2000. In connection therewith, SHOC assigned all of its
rights and obligations under the Convertible Notes, the Note Purchase
Agreement and the Registration Rights Agreement (collectively, the
"Contract Rights") to Trefoil Gilat, including its right to a seat on the
Company's Board of Directors, as described in the Schedule 13D. The
foregoing description of the SHOC Agreement is qualified in its entirety by
the complete text of the SHOC Agreement, which is attached hereto as
Exhibit 6 and is incorporated herein by reference. Copies of the Note
Purchase Agreement, the Registration Rights Agreement and the Form of
Convertible Note are attached to the Schedule 13D as Exhibits 1, 2 and 3,
respectively. Trefoil Gilat intends to nominate Michael Geiger, an employee
of a consulting firm retained by SHOC, for election to the Company's Board
of Directors as Trefoil Gilat's representative.
On August 29, 2000, pursuant to the Loan Agreement, Trefoil Gilat
borrowed a portion of the funds used to acquire the Convertible Notes.
Pursuant to the terms of the Loan Agreement, Trefoil Gilat has pledged the
Convertible Notes, along with the Contract Rights, as security for its
obligations under the Loan Agreement. In connection with such pledge,
Trefoil Gilat entered into the Trust Agreement and the Assignment
Agreement, pursuant to which agreements the Trustee will hold the
Convertible Notes and the Contract Rights in trust for Trefoil Gilat
pending Trefoil Gilat's satisfaction of its obligations under the Loan
Agreement. The foregoing description of the Loan Documents is qualified in
its entirety by the complete text of the Loan Agreement, the Trust
Agreement and the Assignment Agreement, copies of which are attached hereto
as Exhibits 7, 8 and 9, respectively and are incorporated herein by
reference.
Trefoil Gilat acquired the Convertible Notes for investment purposes.
Trefoil Gilat currently intends to transfer approximately $12.5 million in
principal amount of the Convertible Notes owned by it, which Convertible
Notes are convertible into 543,478 Ordinary Shares as of the date hereof,
to an investment vehicle to be formed by an unaffiliated foreign private
entity. The transfer is contingent upon the resolution of certain Israeli
tax issues.
Notwithstanding the foregoing, Trefoil Gilat 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 Gilat, and other factors that Trefoil Gilat 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.
Except as stated in this response to Item 4, Trefoil Gilat 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 June 30, 2000, SHOC entered into the Note Purchase
Agreement, pursuant to which it acquired $25 million in Convertible Notes
from the Company. On August 24, 2000, Trefoil Gilat entered into the SHOC
Agreement for the purchase of such Convertible Notes, convertible into
1,086,956 Ordinary Shares, constituting approximately 8.4% of the issued
and outstanding Ordinary Shares; provided, however, that the conversion
ratio of the Convertible Notes is subject to adjustment under certain
circumstances set forth in the Convertible Notes. Subject to the pledge
created by the Loan Documents, Trefoil Gilat has beneficial ownership of
such Ordinary Shares, with sole power to vote or direct the vote and sole
power to dispose or direct the disposition of such Ordinary Shares. The
foregoing description of the Loan Documents is qualified in its entirety by
the complete text of the Loan Agreement, the Trust Agreement and the
Assignment Agreement, copies of which are attached hereto as Exhibits 7, 8
and 9, respectively and are incorporated herein by reference.
In addition, SHOC retains voting and dispositive power over the
100,000 Ordinary Shares it owns of record (the "SHOC Shares") as disclosed
in the Schedule 13D, which Ordinary Shares constitute approximately .77% of
the issued and outstanding Ordinary Shares of the Company.
SHOC and Trefoil Gilat are part of a group as such term is defined in
Rule 13d-5(b)(1) under the Act. Accordingly, SHOC may be deemed to have
beneficial ownership of the Convertible Notes and Trefoil Gilat may be
deemed to have beneficial ownership of the SHOC Shares, such that each of
SHOC and Trefoil Gilat may be deemed to have beneficial ownership of 9.2%
of the issued and outstanding Ordinary Shares of the Company.
Finally, each of the controlling persons of SHOC and Trefoil Gilat may
be deemed to beneficially own the Convertible Notes (and the underlying
Ordinary Shares) and the SHOC Shares, pursuant to Rule 13d-3 under the Act.
Those controlling persons are identified in response to Item 2.
The percentages set forth in this response to Items 5(a) and 5(b)
assume that 11,792,238 Ordinary Shares were outstanding on August 24, 2000,
based on the representations made by the Company in the Note Purchase
Agreement and also include the 1,086,956 Ordinary Shares issuable upon
conversion of the Convertible Notes.
(c) Except as set forth above, none of Trefoil Gilat, SHOC or, to the
knowledge of Trefoil Gilat or SHOC, 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) Neither Trefoil Gilat nor SHOC has any 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 Convertible Notes or
the Ordinary 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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Pursuant to the SHOC Agreement, Trefoil Gilat acquired the Convertible
Notes and all of SHOC's rights and obligations under the Note Purchase
Agreement, the Registration Rights Agreement and the Convertible Notes. The
terms of the Note Purchase Agreement, the Registration Rights Agreement and
the Convertible Notes are described in the Schedule 13D, and copies of the
Note Purchase Agreement, the Registration Rights Agreement and the Form of
Convertible Note are attached to the Schedule 13D as Exhibits 1, 2 and 3,
respectively. The foregoing description of the SHOC Agreement is qualified
in its entirety by the complete text of the SHOC Agreement, attached hereto
as Exhibit 6 and incorporated herein by reference.
In connection with the SHOC Agreement, Trefoil Gilat was formed
pursuant to the Agreement of Limited Partnership of Trefoil Gilat, dated
July 26, 2000, for the purpose of acquiring the Convertible Notes. A copy
of the Agreement of Limited Partnership is attached hereto as Exhibit 10
and is incorporated herein by reference.
Pursuant to the Loan Documents, Trefoil Gilat has pledged the
Convertible Notes and the Contract Rights to the Bank as security for its
obligations under the Loan Agreement. The foregoing description of the Loan
Documents is qualified in its entirety by the complete text of the Loan
Documents. Copies of the Loan Agreement, the Trust Agreement and the
Assignment Agreement are attached hereto as Exhibits 7, 8 and 9 and are
incorporated herein by reference.
6. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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DOCUMENT
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Exhibit 6 -- Assignment and Assumption Agreement between Shamrock
Holdings of California, Inc. and Trefoil Gilat
Investors, L.P., dated as of August 24, 2000
Exhibit 7 -- Loan Agreement between Trefoil Gilat Investors, L.P.
and Israeli Discount Bank, Ltd., dated as of
August 24, 2000
Exhibit 8 -- Trust Agreement among Trefoil Gilat Investors, L.P.,
Israeli Discount Bank, Ltd. and Israeli Discount Bank
Trust Company, Ltd., dated as of August 24, 2000
Exhibit 9 -- Assignment and Assumption Agreement between Trefoil
Gilat Investors, L.P. and Israeli Discount Bank
Trust Company, Ltd., dated as of August 24, 2000
Exhibit 10 -- Agreement of Limited Partnership of Trefoil Gilat
Investors, L.P., dated July 26, 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: August 29, 2000
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Robert G. Moskowitz
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Robert G. Moskowitz
Executive Vice President and Secretary
TREFOIL GILAT INVESTORS, L.P.
By: Trefoil Gilat, Inc.
its General Partner
By: /s/ Robert G. Moskowitz
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Robert G. Moskowitz
Vice President and Secretary
<PAGE>
EXHIBIT INDEX
DOCUMENT
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Exhibit 6 -- Assignment and Assumption Agreement between Shamrock
Holdings of California, Inc. and Trefoil Gilat
Investors, L.P., dated as of August 24, 2000
Exhibit 7 -- Loan Agreement between Trefoil Gilat Investors, L.P.
and Israeli Discount Bank, Ltd., dated as of
August 24, 2000
Exhibit 8 -- Trust Agreement among Trefoil Gilat Investors, L.P.,
Israeli Discount Bank, Ltd. and Israeli Discount Bank
Trust Company, Ltd., dated as of August 24, 2000
Exhibit 9 -- Assignment and Assumption Agreement between Trefoil
Gilat Investors, L.P. and Israeli Discount Bank
Trust Company, Ltd., dated as of August 24, 2000
Exhibit 10 -- Agreement of Limited Partnership of Trefoil Gilat
Investors, L.P., dated July 26, 2000
