SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Paradigm Geophysical Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.5 par value
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(Title of Class of Securities)
69900J104
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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 18, 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 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).
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SCHEDULE 13D
CUSIP No. 69900J104
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Shamrock Holdings, Inc.-75-1984190
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)
OO
5 CHECK 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 1,649,943 Ordinary Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,649,943 Ordinary Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,943 Ordinary Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13D
CUSIP No. 69900J104
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Shamrock Holdings of California, Inc.-95-3928494
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)
00
5 CHECK 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 772,750 Ordinary Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 772,750 Ordinary Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,750 Ordinary Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Row (11) does not include 877,193 Ordinary Shares held directly
by Shamrock Holdings, Inc. Beneficial ownership of those shares
is disclaimed by the Reporting Person.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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INTRODUCTION
This statement amends a Schedule 13D filed on May 25, 1999 (the
"Schedule 13D") by (1) Shamrock Holdings, Inc., a Delaware corporation
("SHI"), and (2) Shamrock Holdings of California, Inc., a California
corporation ("SHOC"), with respect to Ordinary Shares, par value NIS 0.5
per share (the "Ordinary Shares"), of Paradigm Geophysical Ltd., an Israeli
corporation (the "Company").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Schedule 13D is hereby amended to add the
following:
On August 18, 1999, SHOC purchased 539,000 Ordinary Shares of the
Company; the total amount of the funds used by SHOC to purchase such shares
was $3,099,253 (including brokers' commissions). All of such funds were
derived from margin borrowings from SHOC's trading account at Solomon Smith
Barney Inc. None of the Subsequent Shares were pledged as security for the
margin borrowings.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
Items 5(a) and (b) of the Schedule 13D are hereby amended to read
in full as follows:
As of the date hereof, SHI directly holds 877,193 Ordinary
Shares, constituting approximately 6.7% of the issued and outstanding
Ordinary Shares.
SHOC directly holds 772,750 Ordinary Shares, constituting
approximately 5.9% of the issued and outstanding Ordinary Shares. Because
SHI is a controlling person of SHOC, SHI and SHOC 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, SHI would be
deemed to beneficially own 1,649,943 Ordinary Shares, representing
approximately 12.7% of the issued and outstanding Ordinary Shares. SHOC
disclaims beneficial ownership of the Ordinary Shares held by SHI.
Accordingly, SHI beneficially owns 877,193 Ordinary Shares,
representing approximately 6.7% of the issued and outstanding Ordinary
Shares, over which it possesses sole voting and dispositive power.
In addition, Stanley P. Gold, an executive officer and director
of SHI and SHOC, and Robert G. Moskowitz, an executive officer of SHI and
SHOC, individually own 27,000 and 13,750 Ordinary Shares, respectively. Mr.
Gold and Mr. Moskowitz each posses sole voting and dispositive power over
those shares owned by them, which separately represent less than .5% of the
outstanding Ordinary Shares. SHI and SHOC each disclaim beneficial
ownership of those shares.
Finally, each of the controlling persons of SHI and SHOC may be
deemed to beneficially own the Ordinary Shares held by SHI, pursuant to
Rule 13d-3 under the Act. Those controlling persons are identified in
response to Item 2.
The percentages set forth in the response to Items 5(a) and 5(b)
assume that 13,026,336 Ordinary Shares were outstanding on May 17, 1999 as
represented by the Company on such date.
Item 5(c) of the Schedule 13D is hereby amended to add the
following:
All transactions in shares of the Company's Ordinary Shares
effected by the Reporting Persons during the 60 days preceding and
including August 18, 1999 are set forth below, all of which were acquired
in the open market on The Nasdaq Stock Market through normal brokerage
transactions:
Trade Date No. of Shares Price Per Share*
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8/18/99 464,000 5.75
8/18/99 75,000 5.75
* Includes brokers' commissions.
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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 19, 1999
SHAMROCK HOLDINGS, INC.
By: /s/ Stanley P. Gold
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Stanley P. Gold
President
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Stanley P. Gold
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Stanley P. Gold
President
