CUSIP No. M40868107 13D
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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. 10)
ESC Medical Systems Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.10 par value per share
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(Title of Class of Securities)
M40868107
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(CUSIP Number)
Barnard J. Gottstein
Carr-Gottstein Properties
550 West 77th Avenue, Suite 1540
Anchorage, Alaska 99501
(907) 278-2277
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(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
May 27, 1999
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(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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This Amendment No. 10 (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, and Amendment No. 9, dated May 20, 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:
In an effort to reach a compromise with respect to the pending
proxy contest for removal of certain directors of the Company, on May 27,
1999, Messrs. Genger and Gottstein sent a letter to Shimon Eckhouse,
Chairman of the Board, President and Chief Executive Officer of the
Company. As stated in the letter (a copy of which is attached hereto as
Exhibit 21), Messrs. Genger and Gottstein made the following compromise
proposal to Dr. Eckhouse: (1) fix the Board size at eleven members, (2)
remove two current management directors from the Board, (3) add the three
individuals from our six nominees not affiliated with either of us whom
Eckhouse had conceded would be acceptable additions to the Board, and (4)
immediately after the events in clauses (2) and (3) have occurred, the
newly constituted Board would identify and add two additional individuals
to the Board, who have no prior business or family affiliation with Messrs.
Genger and Gottstein, any current Board member or any current member of
management. In the event that two-thirds of the Board (with Dr. Eckhouse
abstaining) is unable to agree upon the addition of two such individuals by
June 7, 1999, ESC shareholders would be entitled to select the two
additional directors from a list of four nominees two nominated by the
Company and two nominated by Messrs. Genger and Gottstein at the meeting to
be held on June 23, 1999. Messrs. Genger and Gottstein are awaiting a
final reply from the Company.
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.
CUSIP No. M40868107 13D
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby amended to add the
following exhibits:
Exhibit 21: Letter, dated May 27, 1999, from Messrs. Genger and
Gottstein to Dr. Eckhouse
CUSIP No. M40868107 13D
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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 1, 1999
/s/ Barnard J. Gottstein
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Barnard J. Gottstein
Individually and as Trustee of the
Barnard J. Gottstein Revocable Trust
BARNARD J. GOTTSTEIN REVOCABLE TRUST
/s/ Barnard J. Gottstein
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Barnard J. Gottstein
Trustee
EXHIBIT INDEX
Exhibit
Number Title Page
21 Letter, dated May 27, 1999, from
Messrs. Genger and Gottstein to Dr. Eckhouse 6
Exhibit 21
May 27, 1999
Dr. Shimon Eckhouse
ESC Medical Systems Ltd.
P.O. Box 240
Yokneam Industrial Park
Yokneam, Israel 20692
Dear Dr. Eckhouse:
While we welcome the settlement reached in Israeli court
yesterday moving the annual meeting date to June 23 from July 15 and
consolidating it with the extraordinary meeting which we have called, we
continue to believe that the shareholders would be best served by reaching
an understanding with the current board, enabling us all to avoid an
expensive and distracting proxy contest.
Let us be perfectly clear: the issue at stake is NOT who
controls the Company but, rather, assuring the shareholders that an
independent Board of Directors committed to protecting and servicing their
best interest is in place.
This cannot be achieved by the proposal in your letter of May 24,
1999. Your proposal simply does not meet the requirement that the Board be
fully and totally independent and, therefore, not designated by the current
Board or by management. In addition, your proposal would create a
potential for deadlock, since the Board would be comprised of an even
number of directors.
While we are not willing to compromise the objective that the
vital interest of the shareholders be paramount, we are willing to make the
following counterproposal in the expectation that your acceptance enables
us all to avoid the distraction of a proxy contest and enables the Company
to utilize all of its resources on its business:
1. The Board size would be fixed at eleven members;
2. Effective immediately, the two management directors, Hillel
Bachrach and Karen Sarid, would tender their resignations from
the Board;
3. Since your proposal indicates that you find Aharon Dovrat,
Philip Friedman and Mark H. Tabak acceptable additions to
the Board, all three individuals would be immediately added
to the Board; and
4. Immediately after the removal and addition to the Board of the
individuals set forth in clauses (2) and (3) above, the newly
constituted Board would work together in order to identify and
add two additional independent individuals to the Board in order
to create an eleven-member Board. Neither individual would have
had any prior business or family affiliation with us, any current
Board member or any current member of management. If two-thirds
of the Board (with you abstaining) agree on the two additional
candidates, then they would be added immediately to the Board.
In the event that two-thirds of the non-management Board members
are unable to identify and agree upon the addition of two such
individuals by June 7, 1999, the presently existing Board would
be entitled to identify two nominees to the Board, and we would
be entitled to identify two nominees to the Board. The four
nominees would then be presented to the shareholders for a vote
at the shareholders meeting scheduled for June 23, 1999. With
respect to the four nominees, the two nominees receiving the
largest number of affirmative votes at the meeting would then be
added to the Board. Both sides will agree to support the
election of all other then current directors at the meeting.
Your acceptance and implementation of this proposal would result
in a deadlock-free Board consisting of eleven members, a majority of whom
would be truly independent of management and of us.
By now, I hope that it is unequivocally clear to you as I
expect it will be to our fellow shareholders that the sole object is to
enhance and deliver value to the Company's shareholders. We are not
seeking to take control of the Company.
If your Board agrees with our proposal at its meeting on Friday
May 28, we can move toward its prompt implementation and avoid the
unnecessary expense of a proxy contest.
We look forward to your reply.
Very truly yours,
/s/ Arie Genger /s/ Barnard J. Gottstein
cc: ESC Board of Directors
