-----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, U8d4vOh1NAhMLOZ34iz1k7gAo6BxLWod1M0fGFQ9V3UMO3oOjRdMgGOTl/GqMA4F 6tlHvhYr4dkkN5QzECPgwQ== 0000891554-99-001289.txt : 19990623 0000891554-99-001289.hdr.sgml : 19990623 ACCESSION NUMBER: 0000891554-99-001289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990622 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: 99649832 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 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* 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 21, 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. |_| This Amendment No. 15 (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, Amendment No. 11 filed on June 16, 1999, Amendment No. 12 filed on June 17, 1999, Amendment No. 13 filed on June 18, 1999 and Amendment No. 14 filed on June 21, 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 21, 1999, Messrs. Genger and Barnard J. Gottstein issued a press release commenting on the Company's dismal performance during the past several months. A copy of the press release is attached hereto as Exhibit 34 and is incorporated herein by reference. 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 34: Press release, dated June 21, 1999 Page 2 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 21, 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 7 Pages EXHIBIT INDEX Exhibit Number Title Page ------ ----- ---- 34 Press Release, dated June 21, 1999 5 Page 4 of 7 Pages EX-10.34 2 PRESS RELEASE, DATED JUNE 21, 1999 Exhibit 34 FOR IMMEDIATE RELEASE Contact: Larry Dennedy MacKenzie Partners, Inc. 212-929-5500 MESSRS. GENGER AND GOTTSTEIN STATE ESC'S CURRENT BOARD DOESN'T DESERVE A SECOND CHANCE ------------------------- June 21, 1999, New York, New York - - Arie Genger and Barnard J. Gottstein, two of the largest shareholders of ESC Medical Systems, Ltd., (Nasdaq: ESCMF) with over 17% of the shares outstanding, today issued the following statement summarizing the Company's inexcusable conduct and dismal record during the past several months: "As ESC shareholders, we are enraged about the way we have been treated by the current Board and management. At every opportunity, they have misrepresented our intentions and the facts surrounding our proxy contest and have tried to stop us from convening a shareholders' meeting. Rather than having a Board who would stoop so low as to make continuous false and misleading statements about its own shareholders and who would refuse to respond to our concerns about the Company, we and you deserve to have a Board consisting of individuals who are able to listen to their company's shareholders and act in the best interest of their company's shareholders. In addition, given the embarrassing performance record of our current Board and management, we do not see how any ESC shareholder would want to vote the current Board back into office. THE CHOICE IS YOURS! Consider the following facts: * ESC's stock price, which at one time closed as high as $46.50 per share, is currently trading between $5.50 and $6.00 per share. * According to ESC's financial report for the quarter ended March 31, 1999, ESC reported inventory write-offs of $16.6 million - representing about 27% of the $62.1 million in inventory reported as of December 31, 1998 and the full Board has yet to receive an explanation! * In the first quarter of 1999, sales plummeted from $59.5 million to $31.3 million when compared with the same quarter in 1998 - a 47.4% decrease! Page 5 of 7 Pages * In the first quarter of 1999, on top of charges of $30.8 million, ESC still reported a loss of $9.8 million - amounting to an annual on-going loss rate of almost $40 million. * In the first quarter of 1999, while sales decreased by a whopping 47.4%, selling & marketing, general and administrative expenses increased to 75.5% of sales compared with 35% for the same quarter in 1998. * After releasing its dismal first quarter results, ESC did not host any type of analyst meeting, at which investors could have raised questions and sought explanations for such poor financial results. Historically ESC has held such meetings and answered questions what are they trying to hide. * More than three months ago, Eckhouse announced ESC had retained Warburg Dillon Read LLC as ESC's "financial advisor." To date, all attempts to find out the purpose, terms and cost of this retainer agreement have been to no avail. * To our knowledge, the current Board is retaining no fewer than four separate law firms through the use of corporate resources - to advise its directors on how to entrench themselves and save their jobs. * It appears that Eckhouse has the audacity to plan to vote ESC shares - shares which were purchased with your money and shares in which he has no economic interest whatsoever - to keep his job. We believe that up to 2 million shares were purchased without making the necessary filing with the Securities and Exchange Commission. * Eckhouse claims that he plans to step down as CEO but will "assume the responsibility as an ACTIVE Chairman." How can we expect ESC to recruit highly qualified candidates as CEO if those candidates are aware that their actions as CEO will be subject to Eckhouse's approval? * Eckhouse claims he has tried to compromise with us. The truth is that Eckhouse has refused to agree to any compromise if it would mean that a majority of the Board would not have been hand-picked by him. Eckhouse just won't give up control! * On June 18, 1999, Eckhouse attempted to mislead the public by claiming that our three motions filed against ESC in Israeli court had been denied when, in fact, the Israeli court had set a hearing date of June 22, 1999 for two of our three motions and would set a hearing date for the third motion at a later date. How can we trust anything that this current Board or management tells us? Page 6 of 7 Pages DON'T ENDORSE THIS OUTRAGEOUS CONDUCT! As a final note, Eckhouse continues to make false and misleading statements that Messrs. Genger and Gottstein are attempting to take control of ESC. But consider this. Between 1989 and 1998, Mr. Genger held the largest percentage of shares of Laser Industries -- a percentage larger than the percentage Mr. Genger currently owns of ESC. In 1989, Laser Industries had a market capitalization of about $10 million and was teetering on the verge of bankruptcy. Mr. Genger and the Laser Board brought in a new management team which successfully turned the company around. In the beginning of 1998, Laser merged with ESC at a valuation of about $245.1 million. Clearly, during the ten years of Mr. Genger's involvement as an interested shareholder and director, Laser Industries prospered and grew tremendously between 1989 and 1998, and all Laser shareholders benefitted equally. We believe these facts speak louder than Eckhouse's false and misleading words." Messrs. Genger and Gottstein strongly urge all shareholders of ESC to protect their investment by voting the NEW BLUE PROXY today! Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----