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. 6)
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
(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
April 19, 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. 6 (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, and Amendment No. 5, dated April 14, 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 April 19, 1999, Messrs. Genger and Gottstein sent a letter
to Shimon Eckhouse, the Company's chairman, chief executive officer and
president, in response to a press release issued by the Company on April
15, 1999. The contents of such letter are as follows:
"We are writing to you in response to ESC Medical System Ltd.'s
(the "Company") press release, dated April 15, 1999. The press release made
certain allegations about our intentions and about the actions that we have
taken recently to restructure the Company's Board of Directors. We believe
the statements in the Company's press release are false and misleading and
a gross misrepresentation of our intentions. In our view this is yet
another clear attempt to purposely mislead investors and entrench the
Company's current Board and management.
Specifically, we strongly object to the Company's statement that we
are attempting "to seize control" of the Company. As significant minority
shareholders, we have the absolute right under Israeli law to require a
shareholder vote on the question of whether a change in the current
composition of the Board is warranted. It is a majority of the Company's
shareholders -- not us alone, and certainly not the current Board and
management alone -- that is entitled to make that decision. Moreover, the
nominees proposed to replace the current directors are in no way controlled
by us. In fact, a majority of the directors of the new Board will have had
no prior business relationship with either of us. To suggest that somehow
these directors -- who would be elected by a majority of outside
shareholders -- are somehow under our influence and control is absurd. We
demand that you immediately cease such characterizations.
CUSIP No. M40868107 13D
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Second, we fail to understand how the Company can assert that
no Israeli law exists requiring a shareholder meeting to be held within 21
days of the filing of a demand for an extraordinary meeting as we have
done. The language of the Israeli statute (in both the English and the
official Hebrew versions) is crystal clear in that directors "must,
notwithstanding any provision in the articles, convene immediately a
lawful extraordinary general meeting of the company," and if such meeting
is not convened within 21 days from the day of the demand, the demanding
shareholders have the right to convene the meeting themselves and
reasonable expenses incurred can be charged back to the directors who have
failed to so convene the meeting. Your attempt to thwart the clear
statutory right of significant minority shareholders to convene an
extraordinary meeting through some artificial and contorted interpretation
of the plain meaning of the statute further illustrates management's
blatant disregard for meaningful corporate governance and only reinforces
the need for a change in the Board composition.
Third, we refer to the Company's statement that we are
soliciting proxies which would give our attorneys the absolute discretion
to appoint additional members of the Board without identifying them to
shareholders. This would only happen if the Board of Directors of the
Company increases the number of directors to create vacancies. If the Board
will stipulate that it will not take any action to increase the size of the
existing Board (currently consisting of eight directors) through the date
on which the extraordinary general meeting demanded by us is held, we will
stipulate that neither of our attorneys will take any action to add unnamed
directors to the Board of Directors during the same period.
Finally, please advise us in what respects you believe that our
form of proxy does not conform with the requirements in the Company's
Articles of Association and why such form of proxy would be invalid if
offered at future shareholder meetings.
The actions that this Board has taken to date in order to
silence two of the Company's largest shareholders -- whose sole interest is
in maximizing value for all shareholders -- once again demonstrate why we
believe a restructured Board is necessary and is in the best interest of
all shareholders of the Company.
CUSIP No. M40868107 13D
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Please advise us at your earliest convenience as to when the meeting
will be held and record date for such meeting. Very truly yours, Arie
Genger and Barnard J. Gottstein"
Messrs. Genger and Gottstein intend to continue to have discussions
with other shareholders of the Company regarding their proposal and to seek
shareholder support.
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 10: Letter, dated April 19, 1999, from Messrs.
Genger and Gottstein to the chairman, chief
executive officer and president of the Company
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: April 19, 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
CUSIP No. M40868107 13D
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EXHIBIT INDEX
Exhibit
Number Title Page
------- ----- ----
10 Letter, dated April 19, 1999, 8
from Messrs. Genger and
Gottstein to the chairman,
chief executive officer and
president of the Company
CUSIP No. M40868107 13D
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Exhibit 10
April 19, 1999
Dr. Shimon Eckhouse
ESC Medical Systems Ltd.
P.O. Box 240
Yokneam Industrial Park
Yokneam, Israel 20692
Dear Dr. Eckhouse:
We are writing to you in response to ESC Medical System Ltd.'s
(the "Company") press release, dated April 15, 1999. The press release made
certain allegations about our intentions and about the actions that we have
taken recently to restructure the Company's Board of Directors. We believe
the statements in the Company's press release are false and misleading and
a gross misrepresentation of our intentions. In our view this is yet
another clear attempt to purposely mislead investors and entrench the
Company's current Board and management.
Specifically, we strongly object to the Company's statement
that we are attempting "to seize control" of the Company. As significant
minority shareholders, we have the absolute right under Israeli law to
require a shareholder vote on the question of whether a change in the
current composition of the Board is warranted. It is a majority of the
Company's shareholders -- not us alone, and certainly not the current Board
and management alone -- that is entitled to make that decision. Moreover,
the nominees proposed to replace the current directors are in no way
controlled by us. In fact, a majority of the directors of the new Board
will have had no prior business relationship with either of us. To suggest
that somehow these directors -- who would be elected by a majority of
outside shareholders -- are somehow under our influence and control is
absurd. We demand that you immediately cease such characterizations.
Second, we fail to understand how the Company can assert that no
Israeli law exists requiring a shareholder meeting to be held within 21
days of the filing of a demand for an extraordinary meeting as we have
done. The language of the Israeli statute (in both the English and the
official Hebrew versions) is crystal clear in that directors "must,
notwithstanding any provision in the articles, convene immediately a
lawful extraordinary general meeting of the company," and if such meeting
is not convened within 21 days from the day of the demand, the demanding
shareholders have the right to convene the meeting themselves and
reasonable expenses incurred can be charged back to the directors who have
failed to so convene the meeting. Your attempt to thwart the clear
statutory right of significant minority shareholders to convene an
extraordinary meeting through some artificial and contorted interpretation
of the plain meaning of the statute further illustrates management's
blatant disregard for meaningful corporate governance and only reinforces
the need for a change in the Board composition.
CUSIP No. M40868107 13D
- ------------------------------------------------------------------------------
Third, we refer to the Company's statement that we are
soliciting proxies which would give our attorneys the absolute discretion
to appoint additional members of the Board without identifying them to
shareholders. This would only happen if the Board of Directors of the
Company increases the number of directors to create vacancies. If the Board
will stipulate that it will not take any action to increase the size of the
existing Board (currently consisting of eight directors) through the date
on which the extraordinary general meeting demanded by us is held, we will
stipulate that neither of our attorneys will take any action to add unnamed
directors to the Board of Directors during the same period.
Finally, please advise us in what respects you believe that our
form of proxy does not conform with the requirements in the Company's
Articles of Association and why such form of proxy would be invalid if
offered at future shareholder meetings.
The actions that this Board has taken to date in order to
silence two of the Company's largest shareholders -- whose sole interest is
in maximizing value for all shareholders -- once again demonstrate why we
believe a restructured Board is necessary and is in the best interest of
all shareholders of the Company.
Please advise us at your earliest convenience as to when the
meeting will be held and record date for such meeting.
Very truly yours,
/s/ Arie Genger /s/ Barnard J. Gottstein
cc: ESC Board of Directors
