SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )1/
PARADIGM GEOPHYSICAL LTD.
(Name of Issuer)
Ordinary Shares, NIS 0.5 par value
(Title of Class and Securities)
69900J104
(CUSIP Number of Class of Securities)
June 10, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1 (d)
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1/ 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 the disclosures provided in a prior cover page.
The information required in 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 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).
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SCHEDULE 13G
CUSIP No. 69900J104 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mashov Gruss Investments Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
N/A (b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,568,566 Ordinary Shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,568,566 Ordinary Shares
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,966 Ordinary Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.7%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
Paradigm Geophysical Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
Merkazim Bldg.
32 Maskit St.
P.O.B. 2061
Herzliya B 46120, Israel
Item 2(a). Name of Person Filing:
Mashov Gruss Investments Ltd.
Item 2(b). Address of Principal Business Office, or if None, Residence:
5 Haplada Street
Or Yehuda 60218, Israel
Item 2(c). Citizenship:
Israel
Item 2(d). Title of Class of Securities:
Ordinary Shares, NIS 0.5 par value
Item 2(e). Cusip Number:
69900J104
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c)
N/A
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Item 4. Ownership:
(a) Amount beneficially owned: 2,038,966 Ordinary Shares (*)
(b) Percent of Class: 18.7% (*)
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: 1,568,566
Ordinary Shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 1,568,566 Ordinary Shares
(iv) Shared power to dispose or to direct the disposition
of: 0
(*) Includes warrants to purchase 470,400 Ordinary Shares
of the Company which may be deemed to be beneficially
owned for Federal securities laws purposes by Mashov
Gruss Investments Ltd. ("MGIL") as a result of such
warrants being held by entities affiliated with MGIL.
MGIL disclaims beneficial ownership of such warrants
to purchase 470,400 Ordinary Shares.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
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Item 10. Certification:
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1999 MASHOV GRUSS INVESTMENTS LTD.
By: /S/ Elan Penn
Name: Elan Penn
Title: Chief Financial Officer
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