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. 3)
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
March 22, 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:
/ /
CUSIP No. M40868107 13D
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barnard J. Gottstein, as trustee of the Barnard J. Gottstein Revocable
Trust
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
___
(a)/ /
(b)/X /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ X/
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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: (7) SOLE VOTING POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : 0
PERSON WITH :----------------------------------------
: (9) SOLE DISPOSITIVE POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
:(10) SHARED DISPOSITIVE POWER
: 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,134 shares held by the Barnard J. Gottstein Revocable Trust, for
which Barnard J. Gottstein serves as Trustee.
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.42%
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(14) TYPE OF REPORTING PERSON*
IN
CUSIP No. M40868107 13D
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barnard J. Gottstein Revocable Trust
----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
___
(a)/ /
(b)/X /
----------------------------------------------------------------------------
(3) SEC USE ONLY
----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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: (7) SOLE VOTING POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : 0
PERSON WITH :----------------------------------------
: (9) SOLE DISPOSITIVE POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
:(10) SHARED DISPOSITIVE POWER
: 0
----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,134 shares held by the Barnard J. Gottstein Revocable Trust, for
which Barnard J. Gottstein serves as Trustee.
----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.42%
---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
CUSIP No. M40868107 13D
----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barnard J. Gottstein
----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
___
(a)/ /
(b)/X /
----------------------------------------------------------------------------
(3) SEC USE ONLY
----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ X/
----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
----------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : 0
PERSON WITH :----------------------------------------
: (9) SOLE DISPOSITIVE POWER
: 1,932,134 shares held by
: the Barnard J. Gottstein
: Revocable Trust, for which
: Barnard J. Gottstein serves
: as Trustee.
:----------------------------------------
:(10) SHARED DISPOSITIVE POWER
: 0
----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,134 shares held by the Barnard J. Gottstein Revocable Trust, for
which Barnard J. Gottstein serves as Trustee.
----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.42%
----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
CUSIP No. M40868107 13D
This Amendment No. 3 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated September 29, 1998, as amended by
Amendment No. 1, dated January 15, 1999, and Amendment No. 2, dated March
9, 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. As previously discussed in the
Original Schedule 13D, Mr. Gottstein has reached an understanding with Mr.
Arie Genger (who has previously filed his own Schedule 13D along with TPR
Investment Associates, Inc., Trans-Resources, Inc., Haifa Chemicals Ltd.
and Haifa Chemicals Holdings Ltd. (all of which are directly or indirectly
controlled by Mr. Genger, being collectively called the "TRI Entities")) to
work together to achieve certain of these purposes, with the result that
the Reporting Persons may be deemed to have formed a "group" with the TRI
Entities. The Reporting Persons and the TRI Entities expressly disclaim
any such "group" membership between the Reporting Persons and the TRI
Entities.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended and supplemented
as follows:
On March 22, 1999, the legal representative of Mr. Arie Genger and Mr.
Barnard J. Gottstein sent a letter to the legal representative of the
Company, advising the Company of the names of the directors that have been
proposed by Messrs. Genger and Gottstein to replace two management
directors (other than Dr. Eckhouse) and one non-management director
selected by the Company's present Board of Directors (other than the
representative of Trans-Resources, Inc.). A copy of such letter is
attached hereto as Exhibit 2.
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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended as follows:
(a) The percentage of the class of such Shares beneficially owned by
the Reporting Persons is 7.42%. The percentage is based upon 26,027,000
Shares, which represents the weighted average number of shares outstanding
during the three-month and twelve-month periods ended December 31, 1998, as
reported in the Company's Form 6-K which was filed with the Securities and
Exchange Commission on February 16, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby amended to add the
following exhibit:
Exhibit 2: Letter, dated March 22, 1999, from the legal
representative of Messrs. Genger and Gottstein to
the legal representative 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: March 22, 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
2 Letter, dated March 22, 1999, from 9
Mr. Barnard J. Gottstein and Mr.
Arie Genger to the Company
Exhibit 2
March 22, 1999
VIA FACSIMILE
Mr. Gene Kleinhendler
Kleinhendler & Halevy
30 Kalisher St.
Tel Aviv, Israel 65257
Re: ESC Medical Systems Ltd. (the "Company")
Dear Gene:
As per your request today, attached please find the curricula
vitae of the four individuals proposed by Messrs. Genger and Gottstein as
replacements and/or additions to the restructured Board of Directors of the
Company. As previously proposed, three of these individuals would replace
two management directors (other than Dr. Eckhouse) and one non-management
director selected by the present Board (other than Mr. Hardy). The fourth
nominee would be added as a new director.
With respect to any previous acquaintances between Messrs. Genger
or Gottstein and any of the four nominees, we note that Mr. Genger first
met Mr. Friedman this past Monday and was very impressed with his
accomplishments. Mr. Dovrat, as his curriculum vitae indicates, is a very
well known entity in Israel with whom neither Messrs. Genger nor Gottstein
have had any prior business relationship. Both Messrs. Spencer and Tadmor
are outside, independent directors of TRI or its affiliated entities and
neither is an employee of Mr. Genger or any of his affiliates.
With the change in the composition of the Board as proposed
above, neither management, Mr. Gottstein nor Mr. Genger will control a
majority of the Board of Directors of the Company. Accordingly, we
respectfully request the Board's assent to the addition of the foregoing
individuals to the restructured Board as outlined above and further request
that we receive the Board's reply within 24 hours.
Very truly yours,
/s/ Joseph J. Giunta
JJG:C
cc: Barnard Gottstein
Arie Genger
List of Individuals Proposed by Messrs. Genger and Gottstein
(curricula vitae intentionally omitted)
1. Philip Friedman
2. Aharon Dovrat
3. S.A. Spencer
4. Professor Zehev Tadmor
