-----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, RLNMXyjWQR1vF/0Y3RutGfRwjK9MUjObSUzqp7imIhtyBTe/Dn1uD1xsqsJw+fEk JfJDm0zHLreVGzELFRIweg== 0000895345-99-000462.txt : 19990820 0000895345-99-000462.hdr.sgml : 19990820 ACCESSION NUMBER: 0000895345-99-000462 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990819 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: 99696038 BUSINESS ADDRESS: STREET 1: MERKAZIM HOUSE 32 MASKIT ST STREET 2: P O BOX 2061 HERZLIA B CITY: ISRAEL STATE: L3 ZIP: 46120 BUSINESS PHONE: 2818763473 MAIL ADDRESS: STREET 1: 4 GREENSPOINT PLAZA 16945 NORTHCHASE STREET 2: DRIVE SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAMROCK HOLDINGS INC CENTRAL INDEX KEY: 0001085480 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SHAMROCK CAPITAL ADVISORS INC STREET 2: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8189734225 MAIL ADDRESS: STREET 1: C/O SHAMROCK CAPTIAL ADVISORS INC STREET 2: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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 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) August 18, 1999 - --------------------------------------------------------------------------- (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) 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 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 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. ------------------------------------------------- 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* - ---------- ------------- --------------- 8/18/99 464,000 5.75 8/18/99 75,000 5.75 * Includes brokers' commissions. 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 ---------------------------------- Stanley P. Gold President SHAMROCK HOLDINGS OF CALIFORNIA, INC. By: /s/ Stanley P. Gold ---------------------------------- Stanley P. Gold President -----END PRIVACY-ENHANCED MESSAGE-----