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. 16)
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 21, 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:
/ /
This Amendment No. 16 (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, Amendment No. 12, dated
June 15, 1999, Amendment No. 13, dated June 16, 1999, Amendment No. 14,
dated June 17, 1999, and Amendment No. 15, dated June 18, 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 21, 1999, Messrs. Genger and Gottstein issued a press
release commenting on the Company's dismal performance during the past
several months. A copy of the press release is attached hereto as Exhibit
30 and is incorporated herein by reference.
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 30: Press release, dated June 21, 1999
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 21, 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
30 Press Release, dated June 21, 1999 5
Exhibit 30
FOR IMMEDIATE RELEASE
CONTACT:
Larry Dennedy
MacKenzie Partners, Inc.
212-929-5500
MESSRS. GENGER AND GOTTSTEIN STATE
ESC'S CURRENT BOARD DOESN'T DESERVE A SECOND CHANCE
_________________________
June 21, 1999, New York, New York - - Arie Genger and Barnard J.
Gottstein, two of the largest shareholders of ESC Medical Systems Ltd.,
(Nasdaq: ESCMF) with over 17% of the shares outstanding, today issued the
following statement summarizing the Company's inexcusable conduct and
dismal record during the past several months:
"As ESC shareholders, we are enraged about the way we have been
treated by the current Board and management. At every opportunity, they
have misrepresented our intentions and the facts surrounding our proxy
contest and have tried to stop us from convening a shareholders' meeting.
Rather than having a Board who would stoop so low as to make continuous
false and misleading statements about its own shareholders and who would
refuse to respond to our concerns about the Company, we and you deserve to
have a Board consisting of individuals who are able to listen to their
company's shareholders and act in the best interest of their company's
shareholders.
In addition, given the embarrassing performance record of our
current Board and management, we do not see how any ESC shareholder would
want to vote the current Board back into office.
THE CHOICE IS YOURS!
Consider the following facts:
* ESC's stock price, which at one time closed as high as $46.50 per
share, is currently trading between $5.50 and $6.00 per share.
* According to ESC's financial report for the quarter ended March 31,
1999, ESC reported inventory write-offs of $16.6 million
representing about 27% of the $62.1 million in inventory reported as
of December 31, 1998 and the full Board has yet to receive an
explanation!
* In the first quarter of 1999, sales plummeted from $59.5 million to
$31.3 million when compared with the same quarter in 1998 -- a 47.4%
decrease!
* In the first quarter of 1999, on top of charges of $30.8 million, ESC
still reported a loss of $9.8 million -- amounting to an annual on-
going loss rate of almost $40 million.
* In the first quarter of 1999, while sales decreased by a whopping
47.4%, selling & marketing, general and administrative expenses
increased to 75.5% of sales compared with 35% for the same quarter in
1998.
* After releasing its dismal first quarter results, ESC did not host any
type of analyst meeting, at which investors could have raised
questions and sought explanations for such poor financial results.
Historically ESC has held such meetings and answered questions -- what
are they trying to hide.
* More than three months ago, Eckhouse announced ESC had retained
Warburg Dillon Read LLC as ESC's "financial advisor." To date, all
attempts to find out the purpose, terms and cost of this retainer
agreement have been to no avail.
* To our knowledge, the current Board is retaining no fewer than FOUR
separate law firms -- through the use of corporate resources -- to
advise its directors on how to entrench themselves and save their
jobs.
* It appears that Eckhouse has the audacity to plan to vote ESC shares --
shares which were purchased with your money and shares in which he
has no economic interest whatsoever -- to keep his job. We believe that
up to 2 million shares were purchased without making the necessary
filing with the Securities and Exchange Commission.
* Eckhouse claims that he plans to step down as CEO but will "assume the
responsibility as an ACTIVE Chairman." How can we expect ESC to
recruit highly qualified candidates as CEO if those candidates are
aware that their actions as CEO will be subject to Eckhouse's
approval?
* Eckhouse claims he has tried to compromise with us. The truth is that
Eckhouse has refused to agree to any compromise if it would mean that
a majority of the Board would not have been hand-picked by him.
Eckhouse just won't give up control!
* On June 18, 1999, Eckhouse attempted to mislead the public by claiming
that our three motions filed against ESC in Israeli court had been
denied when, in fact, the Israeli court had set a hearing date of June
22, 1999 for two of our three motions and would set a hearing date for
the third motion at a later date. How can we trust anything that this
current Board or management tells us?
DON'T ENDORSE THIS OUTRAGEOUS CONDUCT!
As a final note, Eckhouse continues to make false and misleading statements
that Messrs. Genger and Gottstein are attempting to take control of ESC.
But consider this. Between 1989 and 1998, Mr. Genger held the largest
percentage of shares of Laser Industries -- a percentage larger than the
percentage Mr. Genger currently owns of ESC. In 1989, Laser Industries had
a market capitalization of about $10 million and was teetering on the verge
of bankruptcy. Mr. Genger and the Laser Board brought in a new management
team which successfully turned the company around. In the beginning of
1998, Laser merged with ESC at a valuation of about $245.1 million.
Clearly, during the ten years of Mr. Genger's involvement as an interested
shareholder and director, Laser Industries prospered and grew tremendously
between 1989 and 1998, and all Laser shareholders benefitted equally. We
believe these facts speak louder than Eckhouse's false and misleading
words."
Messrs. Genger and Gottstein strongly urge all shareholders of ESC to
protect their investment by voting the NEW BLUE PROXY today!
