-----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, HY5lugPLKcXg9ShLyRd0L7sCq0eIaCtv2N72xMlq02AHsw1+dyEzzv8o4eZuiVTv PKprYusNzV+/L97IooikpQ== 0000891554-99-001266.txt : 19990618 0000891554-99-001266.hdr.sgml : 19990618 ACCESSION NUMBER: 0000891554-99-001266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990617 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: 99647700 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. 12 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* 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) June 16, 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 5 This Amendment No. 12 (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, Amendment No. 8 filed on May 21, 1999, Amendment No. 9 filed on June 2, 1999, Amendment No. 10 filed on June 3, 1999 and Amendment No. 11 filed on June 16, 1999 (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 Schedule 13D is hereby amended and supplemented as follows: On June 16, 1999, Messrs. Genger and Barnard J. Gottstein ("Gottstein") published in an Israeli newspaper a clarification notice regarding the upcoming Combined Extraordinary and Annual General Meeting of Shareholders of the Company to be convened on June 23, 1999. In the notice, Messrs. Genger and Gottstein also announced that so long as their nominees are selected to the Board of Directors of the Company, they commit to ensure that a majority of the Board will consist of individuals who have no present or prior business affiliation with either of them. A copy of the clarification notice to shareholders of the Company (translated into English) is attached hereto as Exhibit 31. Other than as described above and as previously described in the Schedule 13D, the Reporting Persons do not have any present plans or proposals which relate to or would result 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 Schedule 13D is hereby amended to add the following exhibit: Exhibit 31: Clarification Notice to Shareholders of the Company Page 2 of 5 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 16, 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 3 of 5 EXHIBIT INDEX Exhibit Number Title Page ------ ----- ---- 31 Clarification Notice to Shareholders of 5 the Company Page 4 of 5 EX-99.31 2 CLARIFICATION NOTICE Exhibit 31 Clarification Notice to the Shareholders of ESC MEDICAL SYSTEMS LTD. (the "Company") This notice is published on behalf of the undersigned Messrs. Arie Genger and Barnard J Gottstein, and is addressed to all the Shareholders of the Company. Pursuant to our demand, and in accordance to the decision of the Tel-Aviv District Court of May 25th, 1999, an Extraordinary General Meeting and an Annual General Meeting shall be convened on next Wednesday, June 23rd, 1999. In this General Meeting the Company's Shareholders will be asked to vote, among other things and according to our proposal, on the election of a new Board of Directors instead of the incumbent one. This clarification notice is given in response to the accusation by some managers and directors of the Company about our intentions to take control of the Company. For the removal of any doubts we hereby announce that so long as our nominees are selected to the Board of Directors of the Company, we commit to ensure that a majority of the Board will consist of individuals who have no present or prior business affiliation with either of us . This commitment is given as a public response to the claims according to which our intention is to take control of the Company. In contrast, our only intention is to ensure the selection of professional and independent directors, which would critically review management's capabilities and take whatever steps are necessary in order to return the Company to profitability and maximize value for all the Company's Shareholders. Sincerely, /s/ Arie Genger /s/ Barnard J Gottstein Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----