-----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, R6IqM1Vgyjb+unJJufY+TDkgyT9LVzBKB+X7y4UVjqBTAIRgngT8AZyIhjq4SSi0 jbqwEVPr7aDXPFCFL8jgJw== 0000891554-99-001174.txt : 19990603 0000891554-99-001174.hdr.sgml : 19990603 ACCESSION NUMBER: 0000891554-99-001174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990602 GROUP MEMBERS: ARIE GENGER GROUP MEMBERS: HAIFA CHEMICALS HOLDINGS LTD GROUP MEMBERS: THOMAS G. HARDY GROUP MEMBERS: TPR INVESTMENT ASSOCIATES INC GROUP MEMBERS: TRANS RESOURCES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESC MEDICAL SYSTEMS LTD CENTRAL INDEX KEY: 0001004945 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54169 FILM NUMBER: 99638910 BUSINESS ADDRESS: STREET 1: YOKNEAM INDUSTRIAL PK CITY: YOKNEAM ISRAEL 20692 STATE: L5 ZIP: 00000 BUSINESS PHONE: 9729599000 MAIL ADDRESS: STREET 1: 100 CRESENT ROAD CITY: NEEDHAM STATE: MA ZIP: 02194 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS RESOURCES INC CENTRAL INDEX KEY: 0000810020 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 362729497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128883044 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* ESC Medical Systems Ltd. (Name of Issuer) Ordinary Shares, NIS 0.10 par value per Share (Title of Class of Securities) M40868107 (CUSIP Number) Edward Klimerman, Esq. Rubin Baum Levin Constant & Friedman 30 Rockefeller Plaza, 29th Floor New York, New York 10112 (212) 698-7700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 27, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Page 1 of 7 Pages This Amendment No. 9 (the "Amendment") amends and supplements the Schedule 13D filed on October 9, 1998, as previously amended and restated by Amendment No. 1, filed on March 12, 1999 and further amended by Amendment No. 2 filed on March 23, 1999, Amendment No. 3 filed on March 26, 1999, Amendment No. 4 filed on April 15, 1999, Amendment No. 5 filed on April 20, 1999, Amendment No. 6 filed on May 11, 1999, Amendment No. 7 filed on May 13, 1999 and Amendment No. 8 filed on May 21, 1997 (the "Schedule 13D"), on behalf of Mr. Arie Genger ("Genger"), TPR Investment Associates, Inc., a Delaware corporation ("TPR"), TPR's subsidiary, Trans-Resources, Inc., a Delaware corporation ("TRI"), TRI's indirect subsidiary, Haifa Chemicals Holdings Ltd., a company incorporated in the State of Israel ("HCH"; Genger and said corporations, all of which are directly or indirectly controlled by Genger, being collectively called the "TRI Entities"), and Mr. Thomas G. Hardy ("Hardy"; Hardy and the TRI Entities being collectively called the "Reporting Persons") with respect to the Ordinary Shares, par value NIS 0.10 per share (the "Shares"), of ESC Medical Systems Ltd., a company incorporated in the State of Israel (the "Company"). The Reporting Persons are filing this Amendment to update the information with respect to the Reporting Persons' purposes and intentions with respect to the Shares. Item 4. Purpose of Transaction. Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: In an effort to reach a compromise with respect to the pending proxy contest for removal of certain directors of the Company, on May 27, 1999, Messrs. Genger and Barnard J. Gottstein ("Gottstein") sent a letter to Shimon Eckhouse, Chairman of the Board, President and Chief Executive Officer of the Company. As stated in the letter (a copy of which is attached hereto as Exhibit 25), Messrs. Genger and Gottstein made the following compromise proposal to Dr. Eckhouse: (1) fix the Board size at eleven members, (2) remove two current management directors from the Board, (3) add the three individuals from our six nominees not affiliated with either of us whom Eckhouse had conceded would be acceptable additions to the Board, and (4) immediately after the events in clauses (2) and (3) have occurred, the newly constituted Board would identify and add two additional individuals to the Board, who have no prior business or family affiliation with Messrs. Genger and Gottstein, any current Board member or any current member of management. In the event that two-thirds of the Board (with Dr. Eckhouse abstaining) is unable to agree upon the addition of two such individuals by June 7, 1999, ESC shareholders would be entitled to select the two additional directors from a list of four nominees-two nominated by the Company and two nominated by Messrs. Genger and Gottstein-at the meeting to be held on June 23, 1999. Messrs. Genger and Gottstein are awaiting a final reply from the Company. Other than as described above and as previously described in the Original Schedule 13D, the Reporting Persons do not have any present plans or proposals which relate to or would result Page 2 of 7 Pages in (although they reserve the right to develop such plans or proposals) any transaction, change or event specified in clauses (a) through (j) of Item 4 of the form of Schedule 13D. Item 7. Material to be Filed as Exhibits. Item 7 of the Original Schedule 13D is hereby amended to add the following exhibits: Exhibit 25: Letter, dated May 27, 1999, from Messrs. Genger and Gottstein to Dr. Eckhouse Page 3 of 7 Pages 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. Dated: June 1, 1999 /s/ Arie Genger ------------------------------------------- Arie Genger TPR INVESTMENT ASSOCIATES, INC. By: /s/ Arie Genger --------------------------------------- Arie Genger, President TRANS-RESOURCES, INC. By: /s/ Arie Genger --------------------------------------- Arie Genger, Chairman of the Board HAIFA CHEMICALS HOLDINGS LTD.(1) By: /s/ Arie Genger --------------------------------------- Arie Genger /s/ Thomas G. Hardy --------------------------------------- Thomas G. Hardy - -------- (1) pursuant to power of attorney Page 4 of 7 Pages EXHIBIT INDEX Exhibit Number Title Page ------ ----- ---- 25 Letter, dated May 27, 1999, from Messrs. 6 Genger and Gottstein to Dr. Eckhouse Page 5 of 7 Pages EX-25 2 LETTER Exhibit 25 May 27, 1999 Dr. Shimon Eckhouse ESC Medical Systems Ltd. P.O. Box 240 Yokneam Industrial Park Yokneam, Israel 20692 Dear Dr. Eckhouse: While we welcome the settlement reached in Israeli court yesterday moving the annual meeting date to June 23 from July 15 and consolidating it with the extraordinary meeting which we have called, we continue to believe that the shareholders would be best served by reaching an understanding with the current board, enabling us all to avoid an expensive and distracting proxy contest. Let us be perfectly clear: the issue at stake is NOT who controls the Company but, rather, assuring the shareholders that an independent Board of Directors committed to protecting and servicing their best interest is in place. This cannot be achieved by the proposal in your letter of May 24, 1999. Your proposal simply does not meet the requirement that the Board be fully and totally independent and, therefore, not designated by the current Board or by management. In addition, your proposal would create a potential for deadlock, since the Board would be comprised of an even number of directors. While we are not willing to compromise the objective that the vital interest of the shareholders be paramount, we are willing to make the following counterproposal in the expectation that your acceptance enables us all to avoid the distraction of a proxy contest and enables the Company to utilize all of its resources on its business: 1. The Board size would be fixed at eleven members; 2. Effective immediately, the two management directors, Hillel Bachrach and Karen Sarid, would tender their resignations from the Board; Page 6 of 7 Pages 3. Since your proposal indicates that you find Aharon Dovrat, Philip Friedman and Mark H. Tabak acceptable additions to the Board, all three individuals would be immediately added to the Board; and 4. Immediately after the removal and addition to the Board of the individuals set forth in clauses (2) and (3) above, the newly constituted Board would work together in order to identify and add two additional independent individuals to the Board in order to create an eleven-member Board. Neither individual would have had any prior business or family affiliation with us, any current Board member or any current member of management. If two-thirds of the Board (with you abstaining) agree on the two additional candidates, then they would be added immediately to the Board. In the event that two-thirds of the non-management Board members are unable to identify and agree upon the addition of two such individuals by June 7, 1999, the presently existing Board would be entitled to identify two nominees to the Board, and we would be entitled to identify two nominees to the Board. The four nominees would then be presented to the shareholders for a vote at the shareholders meeting scheduled for June 23, 1999. With respect to the four nominees, the two nominees receiving the largest number of affirmative votes at the meeting would then be added to the Board. Both sides will agree to support the election of all other then current directors at the meeting. Your acceptance and implementation of this proposal would result in a deadlock-free Board consisting of eleven members, a majority of whom would be truly independent of management and of us. By now, I hope that it is unequivocally clear to you -- as I expect it will be to our fellow shareholders -- that the sole object is to enhance and deliver value to the Company's shareholders. We are not seeking to take control of the Company. If your Board agrees with our proposal at its meeting on Friday May 28, we can move toward its prompt implementation and avoid the unnecessary expense of a proxy contest. We look forward to your reply. Very truly yours, /s/ Arie Genger /s/ Barnard J. Gottstein cc: ESC Board of Directors Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----