SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Ansell Limited
(formerly known as Pacific Dunlop Limited)
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
694185109
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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)
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August 9, 2002
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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).
INTRODUCTION
This statement ("Amendment No. 11") amends the Schedule 13D filed
on August 4, 2000 by Shamrock Holdings of California, Inc., a California
corporation ("SHOC"), as amended from time to time (the "Amended Schedule
13D") by SHOC and Trefoil International III, SPRL, a Belgian corporation
("Trefoil SPRL"). The securities to which this statement relates are
Ordinary Shares of Ansell Limited, an Australian corporation. Capitalized
terms used and not defined in this Amendment No. 11 shall have the meanings
set forth in the Amended Schedule 13D. Except as specifically provided
herein, this Amendment No. 11 does not modify any of the information
previously reported on the Amended Schedule 13D.
Item 6 of the Amended Schedule 13D is hereby amended to add the following
information:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On August 9, 2002, SHOC, as borrower, and Trefoil SPRL, as guarantor,
entered into a Margin Lending Facility Agreement (the "Australian Margin
Agreement") among SHOC, Trefoil SPRL, Salomon and Salomon Smith Barney
Australia Securities Pty Ltd ("Salomon Australia") and SHOC subsequently
entered into a Loan Extension, Cross-Collateralization and Amendment
Agreement (the "Cross-Collateralization Agreement") among SHOC, Salomon and
Salomon Australia. Pursuant to the terms of the Australian Margin
Agreement, all of the Ordinary Shares of Issuer owned by Trefoil SPRL have
been pledged to support the obligations of SHOC, as borrower, and Trefoil
SPRL, as guarantor, under the Australian Margin Agreement. In addition,
subject to the terms of each of the Australian Margin Agreement and the
Cross-Collateralization Agreement, the respective parties to such
agreements have agreed that securities pledged under the Australian Margin
Agreement to Salomon and Salomon Australia, including Ordinary Shares of
Issuer, shall be pledged as security for the loan obligations of SHOC under
the SHOC Margin Account Agreement.
The Australian Margin Agreement is attached hereto as Exhibit 26 and
incorporated herein by reference, and the description herein of the
Australian Margin Agreement is qualified in its entirety by reference to
such agreement. The Cross-Collateralization Agreement is attached hereto as
Exhibit 27 and incorporated herein by reference, and the description herein
of the Cross-Collateralization Agreement is qualified in its entirety by
reference to such agreement. The SHOC Margin Account Agreement was filed as
Exhibit 3 to the Amended Schedule 13D and is incorporated herein by
reference.
EXHIBIT INDEX
DOCUMENT
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Exhibit 26 -- Margin Lending Facility Agreement, dated
August 9, 2002, among Shamrock Holdings of
California, Inc., Salomon Smith Barney Australia
Securities Pty Ltd
Exhibit 27 -- Cross-Collateralization and Amendment Agreement,
dated as of August 9, 2002, among Shamrock
Holdings of California, Inc., Salomon Smith
Barney Inc. and Salomon Smith Barney Australia
Securities Pty Ltd
Exhibit 28 -- Joint Filing Agreement between SHOC and Trefoil
SPRL, dated as of October 11, 2000
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 9, 2002
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
By: /s/ Stanley P. Gold
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Name: Stanley P. Gold
Title: President
TREFOIL INTERNATIONAL III, SPRL
By: /s/ Eugene I. Krieger
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Name: Eugene I. Krieger
Title: Director
EXHIBIT INDEX
DOCUMENT
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Exhibit 26 -- Margin Lending Facility Agreement, dated
August 9, 2002, among Shamrock Holdings of
California, Inc., Salomon Smith Barney Australia
Securities Pty Ltd
Exhibit 27 -- Cross-Collateralization and Amendment Agreement,
dated as of August 9, 2002, among Shamrock
Holdings of California, Inc., Salomon Smith
Barney Inc. and Salomon Smith Barney Australia
Securities Pty Ltd
Exhibit 28 -- Joint Filing Agreement between SHOC and Trefoil
SPRL, dated as of October 11, 2000