-----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, ENg37MkLFLTh1+m+Z4oFieNQz7/2iLgYXayqu7kjIRoi09KSWsbJY9u+2kEq1+Lh MJPpLsNgP91iQXuSamWQMA== 0000950172-99-000774.txt : 19990617 0000950172-99-000774.hdr.sgml : 19990617 ACCESSION NUMBER: 0000950172-99-000774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990616 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: 99647588 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: GOTTSTEIN BARNARD J CENTRAL INDEX KEY: 0001071874 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CARR GOTTSTEIN PROPERTIES STREET 2: 550 WEST 7TH AVE SUITE 1540 CITY: ANCHORAGE STATE: AL ZIP: 99501 BUSINESS PHONE: 9072782277 MAIL ADDRESS: STREET 1: C/O CARR GOTTSTEIN PROPERTIES STREET 2: 550 WEST 7TH AVENUE SUITE 1540 CITY: ANCHORAGE STATE: AK ZIP: 99501 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 13 CUSIP No. M40868107 13D ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13) ESC Medical Systems Ltd. (Name of Issuer) Ordinary Shares, NIS 0.10 par value per share (Title of Class of Securities) M40868107 (CUSIP Number) Barnard J. Gottstein Carr-Gottstein Properties 550 West 77th Avenue, Suite 1540 Anchorage, Alaska 99501 (907) 278-2277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Joseph J. Giunta, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 (213) 687-5000 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / / Page 1 of 6 Pages CUSIP No. M40868107 13D ___________________________________________________________________________ This Amendment No. 13 (the "Amendment") amends and supplements the Statement on Schedule 13D, dated September 29, 1998, as amended by Amendment No. 1, dated January 15, 1999, Amendment No. 2, dated March 9, 1999, Amendment No. 3, dated March 22, 1999, Amendment No. 4, dated March 24, 1999, Amendment No. 5, dated April 14, 1999, Amendment No. 6, dated April 19, 1999, Amendment No. 7, dated May 10, 1999, Amendment No. 8, dated May 11, 1999, Amendment No. 9, dated May 20, 1999, Amendment No. 10, dated May 27, 1999, Amendment No. 11, dated May 29, 1999, and Amendment No. 12, dated June 15, 1999 (the "Original Schedule 13D"), relating to the Ordinary Shares, par value NIS 0.10 per share (the "Shares"), of ESC Medical Systems Ltd., an Israeli corporation (the "Company"). Each of the Barnard J. Gottstein Revocable Trust, Barnard J. Gottstein, as trustee of the Barnard J. Gottstein Revocable Trust, and Barnard J. Gottstein, as an individual (collectively, 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: On June 16, 1999, Messrs. Genger and 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 27. 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 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 exhibit: Exhibit 27: Clarification Notice to Shareholders of the Company 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/ Barnard J. Gottstein ------------------------------------ Barnard J. Gottstein Individually and as Trustee of the Barnard J. Gottstein Revocable Trust BARNARD J. GOTTSTEIN REVOCABLE TRUST /s/ Barnard J. Gottstein ------------------------------------ Barnard J. Gottstein Trustee EXHIBIT INDEX Exhibit Number Title Page ------- ----- ---- 27 Clarification Notice to Shareholders 6 of the Company EX-99 2 EXHIBIT 27 - CLARIFICATION NOTICE Exhibit 27 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 -----END PRIVACY-ENHANCED MESSAGE-----