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
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
