-----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, GJr3TUb8Ud0D656L3MdNCa+GvVW/VL6ApSBif2yRItrBTVSulqBprqBPVR4DWw9M K6K2p2WG06vXORMhfQ+tQg== 0000950123-99-002071.txt : 19990315 0000950123-99-002071.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950123-99-002071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990312 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: 99563650 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. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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) March 9, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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 ("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). Pursuant to Rule 101(a)(2)(ii) of Regulation S-T this Amendment No. 1 amends and restates the Schedule 13D, as originally filed. 2 SCHEDULE D CUSIP NO. M40868107 PAGE 2 OF 27 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ARIE GENGER 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES AND ISRAEL NUMBER OF 7 SOLE VOTING POWER 99,210(1)(3) SHARES 8 SHARED VOTING POWER 2,317,062(2)(3) BENEFICIALLY 9 SOLE DISPOSITIVE POWER 99,210(1)(3) OWNED BY 10 SHARED DISPOSITIVE POWER 2,317,062(2)(3) EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,416,272(1)(2)(3) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSON* IN (1) Includes 40,000 shares owned by a trust for the benefit of a minor child of a third party of which Mr. Genger is sole trustee, as to which Mr. Genger disclaims beneficial ownership (2) Includes 4,000 shares beneficially owned by Mr. Genger's spouse, as to which he disclaims beneficial ownership. (3) Does not include 3,000 shares beneficially owned by a trust for a minor child of Mr. Genger, as to which Mr. Genger has no voting or investment control. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 3 SCHEDULE D CUSIP NO. M40868107 PAGE 3 OF 27 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TPR INVESTMENT ASSOCIATES, INC. (I.R.S. EMPLOYER IDENTIFICATION NO. 13-3506464) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES 8 SHARED VOTING POWER 2,313,062 BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 - OWNED BY 10 SHARED DISPOSITIVE POWER 2,313,062 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,313,062 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 4 SCHEDULE D CUSIP NO. M40868107 PAGE 4 OF 27 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TRANS-RESOURCES, INC. (I.R.S. EMPLOYER IDENTIFICATION NO. 36-2729497) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES 8 SHARED VOTING POWER 2,115,562 BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 - OWNED BY 10 SHARED DISPOSITIVE POWER 2,115,562 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,115,562 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 5 SCHEDULE D CUSIP NO. M40868107 PAGE 5 OF 27 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HAIFA CHEMICALS HOLDINGS LTD. (ISRAELI CORPORATION WITH NO UNITED STATES I.R.S. IDENTIFICATION NO.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES 8 SHARED VOTING POWER 682,312 BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 - OWNED BY 10 SHARED DISPOSITIVE POWER 682,312 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 682,312 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 6 SCHEDULE D CUSIP NO. M40868107 PAGE 6 OF 27 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS THOMAS G. HARDY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRALIA NUMBER OF 7 SOLE VOTING POWER 54,250 SHARES 8 SHARED VOTING POWER - 0 - BENEFICIALLY 9 SOLE DISPOSITIVE POWER 54,250 OWNED BY 10 SHARED DISPOSITIVE POWER - 0 - EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,250 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% 14 TYPE OF REPORTING PERSON* IN 7 This Amendment No. 1 (the "Amendment") amends and, as required by Rule 101(a)(2)(ii) of Regulation S-T, restates) the Schedule 13D filed on October 9, 1998 (the "Original 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 subsidiary, Haifa Chemicals Ltd., a company incorporated in the State of Israel ("HCL"), and HCL's subsidiary, Haifa Chemicals Holdings Ltd., a company incorporated in the State of Israel ("HCH"; Mr. Genger and said corporations, all of which are directly or indirectly controlled by Mr. Genger, being collectively called the "TRI Entities"), 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 "Issuer"). This Amendment is being filed to reflect, among other things: a change in the TRI Entities' purposes and intentions with respect to the shares; Genger's having reached an understanding with Barnard J. Gottstein ("BG") (who has previously filed his own Schedule 13D with respect to Shares of ESC) to work together to achieve certain of these purposes, with the result that the TRI Entities may be deemed to have formed a "group" with BG; the addition to the Original Schedule 13D of Thomas G. Hardy ("Hardy"), President, Chief Operating Officer and a director of TRI and also a director of the Issuer, as a reporting person; the deletion from the Schedule 13D of HCL (which owns no Shares and is not the person ultimately controlling HCH) as a reporting person (Genger, TPR, TRI, HCH and Hardy being hereinafter collectively called the "Reporting Persons"); and an updating of the information on the Reporting Persons' ownership of the Shares. The Reporting Persons expressly disclaim any such "group" membership among the Reporting Persons and BG and the TRI Entities and Hardy expressly disclaim any such "group" membership among the TRI Entities and Hardy. Page 7 of 27 8 Item 1. Security and Issuer. This Statement on Schedule 13D relates 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 "Issuer"). The address of the Issuer's principal executive offices is P.O. Box 240, Yokneam Industrial Park, Yokneam, Israel 20692. Item 2. Identity and Background. This Statement on Schedule 13D is filed on behalf of Genger, TPR, TRI, HCH and Hardy. All of the common stock of TRI is owned by TPR, and all of TPR's common stock is owned by Genger and members of his family. TRI, operating through its independently managed and financed subsidiaries, is a global developer, producer and marketer of specialty plant nutrients and specialty industrial and agricultural chemicals. HCH is a direct wholly-owned subsidiary of HCL and an indirect wholly-owned subsidiary of TRI whose principal business is the ownership of Shares. Genger's principal occupation is being Chairman of the Board and Chief Executive Officer of TRI. Hardy's principal occupation is being President and Chief Operating Officer of TRI. The address of the principal place of business and principal office of Genger, TRI, TPR and Hardy is 9 West 57th Street, New York, New York 10019. The address of the principal place of business and principal office of HCH is Haifa Bay, P.O. Box 1809, Haifa, Israel 31018. During the past five years neither Genger, TRI, TPR, HCH or Hardy, nor, to the knowledge of the Reporting Persons, any person controlling any of such entities, nor any of their respective directors or executive officers, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or Page 8 of 27 9 mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Genger is a citizen of the United States and Hardy is a citizen of Australia. To the knowledge of the Reporting Persons, all the directors and executive officers of TPR and TRI (other than Hardy) are citizens of the United States, except that Avi Pelossof and Gabriel Politzer are citizens of Israel; and all of the directors and executive officers of HCH are citizens of Israel, except Hardy. The name, business address and present principal occupation or employment of each director and executive officer of TPR, TRI and HCH are set forth on Exhibit 2 hereto. On March 9, 1999, Genger and BG reached an understanding to cooperate with each other in attempting to achieve a change in the composition of Issuer's board of directors, which they believe is necessary in order for the Issuer to grow and prosper (as more fully described in Item 4 hereof). Notwithstanding this cooperation on certain strategic objectives, the Reporting Persons and BG each retain complete, independent economic control over their respective investments in the Shares, and have not signed any agreement regarding voting or disposition of their Shares. Nevertheless, the Reporting Persons may be deemed to have become members of a "group" with BG, although the Reporting Persons disclaim any such "group" membership with BG or any beneficial ownership of BG's Shares. Pursuant to Rule 13d-1(k)(2), the Reporting Persons and BG will each continue to make their own filings on Schedule 13D (and amendments thereto) with respect to the Shares, rather than a single joint filing. Because it is anticipated that Hardy will generally also be cooperating with the TRI Entities and BG in achieving their strategic objectives with respect to the Issuer and therefore might be deemed to also be part of a group with Genger and BG, in this Amendment Hardy is joining the TRI Entities' Original Schedule 13D as a joint filer pursuant to Rule 13d-1(k), Page 9 of 27 10 although the TRI Entities and Hardy disclaim any such "group" membership or any beneficial ownership of the others' Shares. Notwithstanding their anticipated cooperation on certain strategic objectives with respect to the Issuer, the TRI Entities and Hardy each retain complete independent economic control over their investments in the Shares and have not signed any agreement regarding voting or disposition of their Shares. Item 3. Source and Amount of Funds or Other Consideration. The TRI Entities previously beneficially owned ordinary shares of Laser Industries Ltd. ("Laser") and filed Statements on Schedule 13D with respect to such shares. On November 9, 1997, the Issuer and Laser entered into an Agreement (the "Agreement") providing for the acquisition of Laser by the Issuer through an exchange of shares (the "Exchange"). Pursuant to the Exchange, which was completed in February 1998, holders of Laser ordinary shares received 0.75 of a Share for each of their Laser ordinary shares. HCH acquired all of its 682,312 Shares pursuant to the Exchange and TRI acquired 233,250 Shares pursuant to the Exchange. On February 20, 1998, TRI dividended a Warrant which it held to purchase shares of Laser (which was assumed by the Issuer pursuant to the Agreement) to TPR. On July 21, 1998, TPR exercised the Warrant to purchase 187,500 Shares of the Issuer for an aggregate cash exercise price of $1,437,500, paid for with general corporate funds. TPR had previously purchased 10,000 Shares in an open market transaction, using general corporate funds. During the 60 day period preceding the October 9, 1998 filing of the Original Schedule 13D: (a) Genger purchased 15,600 Shares in the open market at an aggregate cost of $401,377 (including commissions), using personal funds (see Exhibit 3 attached hereto); and (b) TRI purchased 1,000,000 Shares in the open market at an aggregate cost of $6,551,791 (including commissions), using general corporate funds (see Exhibit 3 attached hereto). Page 10 of 27 11 Since the October 9, 1998 filing of the Original Schedule 13D, Genger has purchased 30,000 Shares in the open market at an aggregate cost of $159,486 (including commissions), using personal funds and TRI purchased 200,000 Shares in the open market at an aggregate cost of $1,438,765 (including commissions), using general corporate funds. In addition, a trust for the benefit of a minor child of a third party of which Genger is sole trustee purchased 40,000 shares at an aggregate cost of $432,850, using the trust's funds. Genger disclaims beneficial ownership of the Shares held by this trust. Hardy purchased his 54,250 Shares using personal funds. 28,000 of Hardy's Shares were purchased on September 30 and October 1, 1998 at an aggregate cost of $188,000. See Item 5 hereof for certain information regarding purchases of Shares by a director and an executive officer of TRI. Item 4. Purpose of the Transaction. As disclosed in the Original Schedule 13D, the TRI Entities had acquired the Shares which were reflected in the Original Schedule 13D for investment purposes. After the filing of the Original Schedule 13D and as reflected in several of the Issuer's public announcements, the Issuer continued to experience disappointing performance. During January and February 1999, the market price of the Shares declined to new lows. Following the Issuer's announcement on February 11, 1999 of its annual results, the Reporting Persons made the Share purchases referred to in Item 5(c) hereof in order to increase their equity position in the Issuer. After having received a phone call from BG's counsel on or about February 26, 1999 inquiring whether in light of the erosion in ESC shareholder value Genger and BG, as significant Shareholders, might wish to discuss their investments in the Issuer, Genger and BG participated in preliminary telephone conferences and on March 6, 1999 met in Anchorage, Alaska. Genger and BG explored the possibility of working together to affect the policies of the Page 11 of 27 12 Issuer in order to reverse its recent setbacks and begin restoring its long-term potential value. After reviewing their impressions of the March 6 meeting with their respective counsel, on March 9, 1999, Genger and BG reached an understanding to cooperate in encouraging the Issuer to take certain actions which Genger and BG believe are necessary in order for the Issuer to grow and prosper as an independent public company; formulated a strategic proposal which they determined to promptly communicate to the Issuer's Board of Directors; and considered possible further action if their proposal was not acted upon by the Issuer's Board of Directors. On March 11, 1999, Genger and BG sent a joint letter (the "Letter"), a copy of which is annexed hereto as Exhibit 4, to each of the Issuer's directors (addressed to the Issuer's Chairman of the Board and Chief Executive Officer (the "Chairman")), setting forth Genger's and BG's proposal. The Letter stated, among other things, that Genger and BG believed that the composition of the Issuer's Board of Directors needed to be restructured to include capable individuals who have established themselves in the business and/or scientific community; that such action would instill a new sense of direction and give credibility to the Issuer's plans and prospects; and that the newly restructured Board would provide a valuable resource to management to help rebuild the profitability of the Issuer and restore shareholder value which had been significantly eroded over the past several months. On March 11, 1999, Genger and BG telephoned the Chairman to advise him of the Letter. Specifically, the Letter proposed that rather than simply expanding the Board to include new members (which could make the size of the Board unwieldy), the two management directors, other than the Chairman, together with one non-management director (other than Hardy), be replaced with four new directors to be identified by Genger and BG. After this restructuring a majority of the Issuer's Board would be unaffiliated with either management or Genger and BG. Page 12 of 27 13 The further possible action being considered by Genger and BG if the proposal set forth in the Letter is not favorably acted upon by the Issuer's Board reflects the fact that, as holders, collectively, of more than 10% of the paid up share capital of the Issuer, Genger and BG would have the right to require that the Issuer's Board convene an extraordinary general meeting of the Issuer's shareholders in accordance with Section 109 of the Israel Companies Ordinance in order to effectuate the changes Genger and BG are asking the Board (by the Letter) to voluntarily take. As substantial stockholders of the Issuer and in light of the Issuer's disappointing recent performance, in addition to the strategic initiative with BG reflected in the Letter, the Reporting Persons may otherwise become more active in attempting to affect the policies of the Issuer, with or without the cooperation of BG and possibly with the cooperation of as yet uncontacted Shareholders other than BG in order that the long-term potential value of the Issuer be realized; and the Reporting Persons may buy more Shares depending upon market conditions and other factors described below. Subject to applicable legal requirements and the factors referred to below, the Reporting Persons may purchase from time to time in open market or privately negotiated transactions additional Shares. In determining whether to purchase additional Shares, the Reporting Persons intend to consider various factors, including, without limitation, the following: the availability of Shares for purchase at particular price levels; the business and prospects of the Issuer; the businesses and prospects of the Reporting Persons; other business and investment opportunities available to the Reporting Persons; economic conditions; stock market and money market conditions; and other plans and requirements of the Reporting Persons. In addition, depending upon, among other things, the matters referred to above, subject to applicable legal requirements the Reporting Persons may determine to dispose of all or a portion of their Shares. Page 13 of 27 14 Other than as described above, 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 5. Interest in Securities of the Issuer. (a) and (b) See the Information contained in Item 7-13 of each Reporting Person's separate cover page for the aggregate number and percentage of total outstanding Shares beneficially owned by such Reporting Person. All percentages are based upon a total of 28,764,093 Shares outstanding, as reported on the cover page of the Issuer's Form 20-F, dated May 27, 1998, for the fiscal year ended December 31, 1997. In addition to 1,433,250 Shares which TRI directly owns, TRI, as a parent corporation of HCH, may be deemed to share voting and disposition power with HCH with respect to the 682,312 Shares directly owned by HCH. In addition to 197,500 Shares which TPR directly owns, TPR, as the parent corporation of TRI, may be deemed to share voting and disposition power with TRI with respect to the Shares directly owned by TRI and HCH. In addition to (i) the 59,210 which Genger directly owns, (ii) 4,000 Shares held by his spouse's retirement account (as to which he disclaims beneficial ownership) and (iii) 40,000 Shares he may be deemed to beneficially own as sole trustee of a trust for the benefit of a minor child of a third party (as to which he disclaims beneficial ownership), Genger, by virtue of his direct or indirect control of TPR, TRI, and HCH, may be deemed to share voting and disposition power with respect to, and hence to beneficially own, all of their directly owned Shares. Hardy is the beneficial owner of 54,250 Shares, or approximately 0.2% of the total issued and outstanding Shares. Page 14 of 27 15 To the knowledge of the Reporting Persons, no director or executive officer of TPR, TRI or HCH other than Genger and Hardy is the beneficial owner of any Shares, except for Sash A. Spencer, director of TRI, who owns 11,000 Shares (purchased at an aggregate cost of approximately $71,500) and Gabriel Politzer, Senior Vice President of TRI, who owns 2,900 Shares (purchased at an aggregate cost of $20,000). (c) The tables set forth in Exhibit 3 hereto contain certain information with respect to all transactions in the Shares effected by any of the Reporting Persons during the 60 days preceding the filing of the Original Schedule 13D or during the past 60 days, and is incorporated herein by reference. (d) As to the 40,000 Shares held by the trust for the minor child of a third party for which Genger is sole trustee, the trust (for the benefit of its beneficiary) has the right to receive dividends (if any) from, or the proceeds of the sale of, such Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect Securities of the Issuer. Except to the extent described in Items 2 and 4 above and in this Item 6 (and the Joint Filing Statement attached as Exhibit 1 hereto), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of such Reporting Persons and any other person with respect to any securities of the Issuer (including, but not limited to, any contract, arrangement, understanding or relationship involving the transfer or voting or any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies), although the Reporting Persons reserve the right to develop such in the future. The TRI Entities and BG have agreed to share in proportion to their respective ownership of Shares the costs and expenses in connection with the actions which may be taken by them in furtherance of the objectives described in Item 4 above and are considering the retention Page 15 of 27 16 of, among others, a professional proxy solicitation firm to assist in the achievement of their common objectives described in Item 4, whose expenses would be similarly shared. Item 7. Materials to be Filed as Exhibits. Exhibit 1: Joint Filing Statement among the Reporting Persons pursuant to Rule 13d-1(k)(1)(iii). Exhibit 2: Executive Officer and Director Information for each of TPR, TRI and HCH. Exhibit 3: Purchases of Shares by the Reporting Persons during the 60 days preceding the filing of the Original Schedule 13D and during the past 60 days. Exhibit 4: Letter, dated March 11, 1999, from Genger and BG to Board of Directors of ESC. Exhibit 5: Power of Attorney for HCH. Page 16 of 27 17 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 11, 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.* By:/s/ Arie Genger Arie Genger /s/ Thomas G. Hardy Thomas G. Hardy - ------------------ *pursuant to power of attorney Page 17 of 27 EX-99.1 2 JOINT FILING STATEMENT 1 Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) The undersigned acknowledge and agree that the foregoing amended and restated Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. Dated: March 11, 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 Page 18 of 27 2 HAIFA CHEMICALS HOLDINGS LTD.* By: /s/ Arie Genger ------------------------------------ Arie Genger /s/ Thomas G. Hardy ------------------------------------ Thomas G. Hardy - -------- * pursuant to power of attorney Page 19 of 27 EX-99.2 3 EXECUTIVE OFFICER AND DIRECTOR INFORMATION 1 Exhibit 2 Executive Officers and Directors of Trans-Resources, Inc. ("TRI")
Business or Principal Name Residence Address Occupation - ---- ----------------- ---------- Arie Genger* 9 West 57th Street Chairman of the Board New York, NY 10019 and Chief Executive Officer of TRI Thomas G. Hardy* 9 West 57th Street President and Chief New York, NY 10019 Operating Officer and director of TRI Gabriel Politzer 9 West 57th Street Senior Vice President of New York, NY 10019 TRI Lester W. Youner 9 West 57th Street Vice President, Treasurer, New York, NY 10019 Chief Financial Officer and Secretary of TRI John J. Lewandowski 9 West 57th Street Vice President-- New York, NY 10019 Corporate Development of TRI Michael P. Oravec 9 West 57th Street Vice President-- New York, NY 10019 Corporate Taxation of TRI Elon Yaish 9 West 57th Street Controller of TRI New York, NY 10019 Martin A. Coleman* 9 West 57th Street Private investor New York, NY 10019 Sash A. Spencer* 9 West 57th Street Chairman of a private New York, NY 10019 investment firm Avi Pelossof* Haifa Chemicals, Ltd. Attorney At Law P.O. Box 10809 Haifa Bay 26120 Israel
- -------- * Director of TRI Page 20 of 27 2 Executive Officers and Directors of TPR Investment Associates, Inc. ("TPR")
Business or Principal Name Residence Address Occupation - ---- ----------------- ---------- Arie Genger* 9 West 57th Street Chairman of the Board New York, NY 10019 and Chief Executive Officer of TRI Lester W. Youner 9 West 57th Street Vice President, Treasurer, New York, NY 10019 Chief Financial Officer and Secretary of TRI
- -------- * Director of TPR Page 21 of 27 3 Directors and Executive Officers of Haifa Chemicals Holdings Ltd. ("HCH")
Business or Principal Name Residence Address Occupation - ---- ----------------- ---------- Avi Pelossof* Haifa Chemicals, Ltd. Attorney At Law P.O. Box 10809 Haifa Bay 26120 Israel Esther Eldan* Haifa Chemicals, Ltd. Managing Director (CEO) P.O. Box 10809 of HCL Haifa Bay 26120 Israel Thomas G. Hardy* 9 West 57th Street President and Chief New York, NY 10019 Operating Officer of TRI
- ------------------ * Director of HCH Page 22 of 27 EX-99.3 4 PURCHASES OF SHARES BY THE REPORTING PERSONS 1 Exhibit 3 Purchases of Shares by the Reporting Persons During the 60 days Preceding the Filing of the Original Schedule 13D (October 9, 1998) Genger (Except for settlement of CBOE traded put options noted below, all transactions effected on NASDAQ)
Price per Share Date Number of Shares Purchased (including commissions and fees) - ---- -------------------------- -------------------------------- 08/11/98 3,800* $ 35.374 08/13/98 2,000 23.903 08/14/98 1,000 23.905 09/02/98 3,200* 35.158 10/06/98 4,000** 6.646 10/07/98 1,600* 35.100
Trans-Resources, Inc. (All transactions effected on NASDAQ)
Price per Share Date Number of Shares Purchased (including commissions and fees) - ---- -------------------------- -------------------------------- 09/29/98 250,000 $ 6.935 09/29/98 125,000 6.611 09/29/98 100,000 6.700 10/01/98 15,000 7.063 10/05/98 50,000 7.100 10/06/98 100,000 6.550 10/08/98 100,000 6.141 10/08/98 100,000 6.034 10/08/98 100,000 6.109 10/09/98 60,000 6.240
Hardy (All transactions effected on NASDAQ)
Price per Share Date Number of Shares Purchased (including commissions and fees) - ---- -------------------------- -------------------------------- 09/30/98 20,000 $ 6.50 10/01/98 8,000 $ 7.25
- -------- * Settlement of CBOE put options. ** Purchased by a retirement account of Genger's spouse, as to which he disclaims beneficial ownership. Page 23 of 27 2 Purchases of Shares by the Reporting Persons During the 60 days Prior to the Filing of Amendment No. 1 to the Schedule 13D Genger (All transactions effected on NASDAQ)
Price per Share Date Number of Shares Purchased (including commissions and fees) 02/16/99 30,000 $ 5.316
Trans-Resources, Inc. (All transactions effected on NASDAQ)
Price per Share Date Number of Shares Purchased (including commissions and fees) 02/12/99 100,000 $ 5.338
Page 24 of 27 EX-99.4 5 LETTER 1 Exhibit 4 March 11, 1999 Dr. Shimon Eckhouse Chairman of the Board of Directors, President and Chief Executive Officer ESC Medical Systems Ltd. P.O. Box 240 Yokneam Industrial Park Yokneam, Israel 30692 Dear Shimon: We are writing to you in our capacity as holders of more than 10% of the paid up share capital of ESC Medical Systems Ltd. (the "Company"). We are long-term investors in the Company who recognize the long-term potential value of the Company. Unfortunately, the marketplace has failed to recognize that value. This is attributable in part, we believe, to the lack of expertise necessary to give investors confidence that the Company's prospects can be realized. We believe that certain action must be taken by the Company in order for it to grow and prosper as an independent public company in the future. Specifically, we believe that the composition of the Board of Directors needs to be restructured to include capable individuals who have established themselves in the business and/or scientific community. We are convinced that such action would instill a new sense of direction into the Company and give much needed credibility to the Company's plans and prospects. The newly restructured Board will provide a valuable resource to management to help rebuild the profitability of the Company and restore shareholder value which has been significantly eroded over the past several months. Rather than simply expanding the Board to include such new members (which could make the size of the Board unwieldy), we propose replacing two management directors, other than you, together with one non-management director (other than the representative of Trans-Resources, Inc.), with four new directors to be identified by us. It is our intent that after such restructuring a majority of the Board would be unaffiliated with either management or ourselves. Page 25 of 27 2 Dr. Shimon Eckhouse March 10, 1999 Page 2 Time is of the essence. We urge the Board to discuss this matter at the earliest possible time. We believe this course of action is in the best interest of all shareholders. We sincerely hope that we can resolve this matter in a prompt and constructive manner and request that you respond to us as soon as possible, but no later than March 22, 1999. We look forward to your reply. Very truly yours, /s/ Arie Genger ------------------------------------------- Arie Genger /s/ Barnard J. Gottstein ------------------------------------------- Barnard J. Gottstein cc: Board of Directors of ESC Medical Systems Ltd. Page 26 of 27 EX-99.5 6 POWER OF ATTORNEY 1 EXHIBIT 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned corporation does hereby appoint Arie Genger attorney-in-fact for it and in its name to sign the Schedule 13D and any amendment or supplement thereto, and the joint filing statement, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 covering shares of ESC Medical Systems Ltd. owned by the undersigned and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. Dated as of October 9, 1998 HAIFA CHEMICALS HOLDINGS LTD. By:/s/ Thomas G. Hardy -------------------------------------- Page 27 of 27 -----END PRIVACY-ENHANCED MESSAGE-----