-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BV9lkCRwgCoYgSjsNfzc7A1E+/eoJaRiRetbU00gmAj3kwseOgrXjK3yOD0nH9xE n1xV514KB7Z+TRYRkvB7og== 0000895345-01-500159.txt : 20010518 0000895345-01-500159.hdr.sgml : 20010518 ACCESSION NUMBER: 0000895345-01-500159 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARADIGM GEOPHYSICAL LTD CENTRAL INDEX KEY: 0000931131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55079 FILM NUMBER: 1642255 BUSINESS ADDRESS: STREET 1: GAV-YAM CENTER NO.3 STREET 2: 9 SHENKAR STREET CITY: ISRAEL STATE: L3 ZIP: 46120 BUSINESS PHONE: 2818763473 MAIL ADDRESS: STREET 1: TWO ALLEN CENTER STREET 2: 1200 SMITH STREET STE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAMROCK HOLDINGS OF CALIFORNIA INC CENTRAL INDEX KEY: 0000911312 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 751984190 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 S GRAND AVE STREET 2: STE 3200 CITY: LOS ANGELES STATE: CA ZIP: 900713459 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: 350 S GRAND AVE STREET 2: STE 3200 CITY: LOS ANGELES STATE: CA ZIP: 900713459 FORMER COMPANY: FORMER CONFORMED NAME: SHAMROCK HOLDINGS INC DATE OF NAME CHANGE: 19940513 SC 13D/A 1 sc13da2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Paradigm Geophysical Ltd. - ------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, NIS 0.5 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 69900J104 - ------------------------------------------------------------------------------- (CUSIP Number) David K. Robbins, Esq. Fried, Frank, Harris, Shriver & Jacobson 350 South Grand Avenue, 32nd Floor Los Angeles, CA 90071 (213) 473-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 2001 - ------------------------------------------------------------------------------- (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). 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) NOT APPLICABLE 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) 11.2% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 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) NOT APPLICABLE 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 BOX 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) 5.3% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO INTRODUCTION This statement amends a Schedule 13D filed on May 25, 1999, as amended on August 19, 1999 (collectively, the "Amended 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"). Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Amended Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- ITEM 2 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: (a)-(c), (f) Gregory S. Martin is hereby added to the list of directors, executive officers and controlling persons of SHOC and SHI set forth in the Amended Schedule 13D. Mr. Martin's position and principal occupation is as Chief Financial Officer and Treasurer of SHI and as Chief Financial Officer and Treasurer of SHOC. Mr. Martin is a citizen and resident of the United States, and his business address is 4444 Lakeside Drive, Burbank, California 91505. (d)-(e) During the last five years, neither SHOC nor SHI nor, to SHOC'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. ITEM 3. AMOUNT AND SOURCE OF FUNDS. -------------------------- ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: In September 2000, Private Equity Holding AG, a Swiss company ("PEH"), made a payment of approximately $4,600,000 to SHOC, representing 50% of the aggregate original purchase price of the Ordinary Shares held by SHOC and SHI. See Items 4-6 below. ITEM 4. PURPOSE OF THE TRANSACTION. -------------------------- ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: Pursuant to a Letter Agreement, dated May 4, 2001 (the "Letter Agreement"), entered into on May 15, 2001 between Shamrock Euro, L.L.C., a Delaware limited liability company and related party of SHI and SHOC ("Shamrock Euro"), and PEH, SHI and SHOC are obligated to transfer the Ordinary Shares of the Company held by them to Trefoil Euro Fund, L.P., a Delaware limited partnership formed by Shamrock Euro, of which PEH is a limited partner (the "Partnership"), upon finalization of the structure of the Partnership. The foregoing description of the Letter Agreement is qualified in its entirety by the text of the Letter Agreement, which is attached hereto as Exhibit 5 and is incorporated herein by reference. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. ------------------------------------- ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: (a) - (b) Since the date of the Amended Schedule 13D, the Company has issued additional shares to persons other than SHI and SHOC, thereby reducing the percentage ownership of SHI and SHOC in the Company as follows: As of the date hereof, SHI directly holds 877,193 Ordinary Shares, constituting approximately 5.9% of the issued and outstanding Ordinary Shares. SHOC directly holds 772,750 Ordinary Shares, constituting approximately 5.3% 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 11.2% 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 5.9% 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 possess 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 14,691,904 Ordinary Shares were outstanding on May 15, 2001 based on the representations made by the Company in its Form 6-K filed with the SEC on January 24, 2001. (d) Pursuant to the Letter Agreement, SHI and SHOC are obligated to hold a portion of any proceeds or distributions received by SHI or SHOC in respect of the Ordinary Shares of the Company for the account of PEH in accordance with PEH's interest in the Partnership. The foregoing description of the Letter Agreement is qualified in its entirety by the text of the Letter Agreement, which is attached hereto as Exhibit 5 and is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------------------------------- ITEM 6 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: Shamrock Euro and PEH have entered into the Letter Agreement pursuant to which Shamrock Euro and PEH acknowledged that they had formed the Partnership in April 1999 for the purpose of making investments in various companies in Israel and Europe. Since April 1999, Shamrock Euro and certain related parties, including SHI and SHOC, have made investments in certain Israeli and European entities, including the Company, with the objective of transferring those investments to the Partnership upon finalization of the Partnership's structure. The Letter Agreement further acknowledges that PEH has made certain payments to related parties of Shamrock Euro, including amounts representing one half of the investments in such Israeli and European companies, and that such related parties are holding the interests in part for the benefit of PEH in accordance with its interest in the Partnership. Pursuant to the Letter Agreement, Shamrock Euro and PEH have agreed that Shamrock Euro and such related parties will transfer such investments, including the investment in the Company, to the Partnership upon finalization of the Partnership's structure. The foregoing description of the Letter Agreement is qualified in its entirety by the text of the Letter Agreement, which is attached hereto as Exhibit 5 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING EXHIBIT: DOCUMENT -------- Exhibit 5 -- Letter Agreement dated May 4, 2001, entered into on May 15, 2001 between Shamrock Euro, L.L.C. and Private Equity Holding AG 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: May 17, 2001 SHAMROCK HOLDINGS, INC. By: /s/ Robert G. Moskowitz ------------------------------- Robert G. Moskowitz Executive Vice President SHAMROCK HOLDINGS OF CALIFORNIA, INC. By: /s/ Gregory S. Martin ------------------------------- Gregory S. Martin Chief Financial Officer EXHIBIT INDEX DOCUMENT -------- Exhibit 5 -- Letter Agreement dated May 4, 2001, entered into on May 15, 2001 between Shamrock Euro, L.L.C. and Private Equity Holding AG EX-5 2 shamrockltr2.txt EXHIBIT 5 EXHIBIT 5 May 4, 2001 Private Equity Holding AG Dreikonigstrasse 37, CH-8022 Zurich, Switzerland Attn: Dr. Petra Salesny Dear Dr. Salesny: Reference is hereby made to the Agreement of Limited Partnership (the "Partnership Agreement") of Trefoil Euro Fund, L.P. (the "Partnership"), dated as of April 8, 1999, by and among Shamrock Euro, L.L.C., as the general partner (the "General Partner"), Private Equity Holding AG, as a limited partner ("Private Equity"), and Shamrock Holdings, Inc., as a limited partner ("Shamrock Holdings"). Terms used herein and not otherwise defined shall have the meaning assigned to them in the Partnership Agreement. Since the formation of the Partnership, certain affiliates of the General Partner and Shamrock Holdings (collectively, the "Shamrock Entities") have made investments in various companies in Israel and Europe, as described below, which the parties to the Partnership Agreement desire to be held by the Partnership. Pending determination of a structure that best meets the requirements of all the parties (the "Structure"), the Partnership has not directly made these or any other investments, and none of such parties have made Capital Contributions directly to the Partnership. Instead of making Capital Contributions in connection with these investments, as it would have if the investments had been made by the Partnership, Private Equity has made certain payments to the Shamrock Entities in the aggregate amount of approximately US$***, representing one-half of the investment in these companies by the Shamrock Entities (including one-half of certain expenses incurred in connection with these investments and, in certain cases, an interest factor), US$***, representing the management fee contributions and US$***, representing reimbursement for organizational costs incurred that would have been payable under the Partnership Agreement by Private Equity. - ----------------------- *** MATERIAL OMITTED AND FILED SEPARATELY WITH SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT This letter is to confirm that the Shamrock Entities have purchased the following interests in the following entities (together, the "Investments") with the amounts funded by Private Equity and the Shamrock Entities: TOTAL COST TO PEH ENTITY INTEREST AND SHAMROCK*** - ------------------------- ---------------------------------- ---------------- *** *** *** - ------------------------- ---------------------------------- ---------------- *** *** *** - ------------------------- ---------------------------------- ---------------- *** *** *** - ------------------------- ---------------------------------- ---------------- Paradigm Geophysical Ltd. 1,649,943 Ordinary Shares *** - ------------------------- ---------------------------------- ---------------- Gilat Communications Ltd. $25,000,000 in principal amount *** of 7% Convertible Notes - ------------------------- ---------------------------------- ---------------- *** *** *** - ------------------------- ---------------------------------- ---------------- - --------------------------------- *** MATERIAL OMITTED AND FILED SEPARATELY WITH SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT Pending the determination of the Structure, we hereby confirm that the Investments are being held by the Shamrock Entities in part for the benefit of Private Equity in accordance with its interest in the Partnership. We hereby confirm that the Shamrock Entities will transfer the legal ownership of the Investments to the Partnership promptly upon the determination of the Structure (including the manner of transfer of these Investments to the Partnership). We further confirm that any proceeds or distributions in kind received by the Shamrock Entities in respect of the Investments prior to the determination of the Structure shall be held by the Shamrock Entities in part for the account of Private Equity in accordance with its interest in the Partnership. Thus, any such amounts, net of any taxes borne by any of the Shamrock Entities, or any required withholding, as a result of the Shamrock Entities' ownership of them, will be allocated and distributed to the Shamrock Entities, on the one hand, and PEH, on the other hand, in a manner intended to duplicate, to the extent possible, the economics provided for in the distribution section of the Partnership Agreement as if the Investments had been made directly by the Partnership. For purposes of determining the distributions that would have been made under the Partnership Agreement and allocating these amounts to PEH and the Shamrock Entities, the Shamrock Entities will be treated as holding collectively both the ***% general partners' interest of the General Partner and the ***% limited partners' interest of Shamrock Holdings. *** - ----------------------- *** MATERIAL OMITTED AND FILED SEPARATELY WITH SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATEMENT Promptly following the execution hereof, the Partnership Agreement will be amended to change the currency in which transactions are denominated from euros to United States dollars, to change the capital commitments to appropriate dollar-denominated amounts and otherwise as the parties may agree. Sincerely, Shamrock Euro, L.L.C. By: /s/ Robert G. Moskowitz -------------------------- Name: Robert G. Moskowitz Title: Vice President Agreed: Private Equity Holding AG By: /s/ Ulrich Geilinger ------------------------- Name: Ulrich Geilinger Title: Deputy Chief Executive Officer cc: Edward S. Rosenthal, Esq. Carl A. Ruggiero, Esq. -----END PRIVACY-ENHANCED MESSAGE-----