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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
WIZTEC SOLUTIONS LTD.
(Name of Subject Company)
CONVERGYS ISRAEL INVESTMENTS LTD.
CONVERGYS CORPORATION
(Bidders)
Ordinary Shares, New Israeli Shekel 1 Par Value
M98105-105
(CUSIP Number of Class of Securities)
William D. Baskett III
Convergys Corporation
General Counsel and Secretary
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-2444
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of Bidder)
COPY TO:
Neil Ganulin
Frost & Jacobs LLP
2500 PNC Center
Cincinnati, Ohio 45202
(513) 651-6800
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$55,762,534(1)................................................ $11,152.51(2)
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1. For purposes of calculating the filing fee only. Pursuant to, and as
provided by, Rule 0-11(d), this amount is calculated by multiplying
$18.30, the per share cash tender offer price, by 3,047,133 Ordinary
Shares, New Israeli Shekel 1 par value, which represents all Ordinary
Shares outstanding as of March 2, 1999 not owned directly or indirectly
by the persons filing this statement and assumes the exercise of all
warrants and options to purchase Ordinary Shares which were outstanding
as of March 2, 1999.
2. The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate cash value for such number of
shares.
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[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,152.51
Form or Registration No.: Schedule 14D-1
Filing Party: Convergys Corporation, Convergys Israel Investments Ltd. and
Convergys Information Management Group Inc.
Date Filed: April 1, 1999
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SCHEDULE 14D-1
CUSIP No. M98105-105
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1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of
Above Persons
Convergys Corporation
I.R.S. ID No. 31-1598292
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2. Check the Appropriate Box if a Member of a Group
(A) [X]
(B) [ ]
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3. SEC Use Only
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4. Source of Funds
BK
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Ohio
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
4,750,200
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
[___]
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9. Percent of Class Represented by Amount in Row (7)
70.0%
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10. Type of Reporting Person
HC
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SCHEDULE 14D-1
CUSIP No. M98105-105
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1. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Convergys Israel Investments Ltd.
I.R.S. ID No. Not applicable
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2. Check the Appropriate Box if a Member of a Group
(A) [X]
(B) [ ]
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3. SEC Use Only
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4. Source of Funds
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
State of Israel
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
0
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
[___]
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9. Percent of Class Represented by Amount in Row (7)
0.0%
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10. Type of Reporting Person
CO
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SCHEDULE 14D-1
CUSIP No. M98105-105
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11. Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Convergys Information Management Group Inc.
I.R.S. ID No. 31-1069790
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12. Check the Appropriate Box if a Member of a Group
(A) [X]
(B) [ ]
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13. SEC Use Only
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14. Source of Funds
Not applicable, because not purchasing Shares
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15. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(e) or 2(f) [ ]
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16. Citizenship or Place of Organization
Ohio
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17. Aggregate Amount Beneficially Owned By Each Reporting Person
4,750,200
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18. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
[___]
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19. Percent of Class Represented by Amount in Row (7)
70.0%
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20. Type of Reporting Person
CO
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INTRODUCTION
Convergys Corporation, an Ohio corporation ("Parent"), Convergys Israel
Investments Ltd., a company limited by shares duly registered under the laws of
the State of Israel and a wholly owned subsidiary of Parent ("Sub"), and
Convergys Information Management Group Inc., an Ohio corporation and a wholly
owned subsidiary of Parent ("Convergys IMG"), hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 originally filed on April 1, 1999, with
respect to the offer to purchase all of the outstanding Ordinary Shares, New
Israeli Shekel 1 Par Value (the "Shares"), of Wiztec Solutions Ltd., a company
limited by shares duly registered under the laws of the State of Israel (the
"Company"), not already owned by Parent and Convergys IMG.
ITEM 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is amended and supplemented by deleting
paragraph (e) and substituting the following paragraph in its place:
(e) Since the announcement by Parent and Sub of the intention to
commence the Offer, five lawsuits have been commenced by shareholders who are
unaffiliated with the defendants (the "unaffiliated shareholders"). Four of the
lawsuits are in the Court of Common Pleas, Hamilton County, Ohio: Carrazza, et
al., vs. Wiztec Solutions, Ltd., et al., Case No. A9901656; Tucker vs. Wiztec
Solutions, Ltd., et al., Case No. A9901672; Papier vs. Wiztec Solutions, Ltd.,
et al., Case No. A9901742; and Kuris vs. Steven G. Rolls, et al., Case No.
A9901848. The fifth lawsuit is in the United States District Court, Eastern
District of New York: Forman, et al. vs. Wiztec Solutions Ltd., et al., Case No.
CV 99 1731. Each of the actions purports to be a class action brought on behalf
of unaffiliated shareholders and asserts claims against the Company, Parent and
members of the Company Board of Directors. The actions each allege that, through
the conduct of the defendants, Parent has proposed to acquire the Shares at an
unfair and inadequate price, in violation of fiduciary duties allegedly owed by
the defendants to the unaffiliated shareholders. The complaints purport by their
terms to seek injunctive relief preventing consummation of the Offer, or
rescission if it is successfully consummated, compensatory damages, and
attorneys' fees and expenses. The time within which the defendants who have been
served have to respond to the complaints has not expired. The Company and its
Israeli directors believe they have the basis to challenge the exercise of
personal jurisdiction by, and venue in, a United States court. The defendants
who have been served anticipate that the complaints filed in the Hamilton County
Court of Common Pleas will be consolidated into a single action. Parent believes
the actions to be without merit and intends to contest the actions vigorously.
It is the present intention of Parent and Sub not to extend the Expiration Date
or raise the Offer Price as a result of the pending litigation.
ITEM 11. INFORMATION TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is amended and supplemented by adding the
following:
(a)(10) Supplement to Offer to Purchase, dated April 22, 1999.
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SIGNATURE
After due 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.
Date: April 22, 1999 Convergys Israel Investments Ltd.
By: William D. Baskett III
---------------------------------
William D. Baskett III
Vice President
Convergys Corporation
By: William D. Baskett III
---------------------------------
William D. Baskett III
General Counsel and Secretary
Convergys Information Management Group Inc.
By: Roy T. Heggland
---------------------------------
Roy T. Heggland
Senior Vice President and General Counsel
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SUPPLEMENT DATED APRIL 22, 1999
TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES
OF
WIZTEC SOLUTIONS LTD.
AT
$18.30 NET PER SHARE
BY
CONVERGYS ISRAEL INVESTMENTS LTD.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGYS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON APRIL 28, 1999, UNLESS THE OFFER IS EXTENDED.
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To the Holders of Ordinary Shares of Wiztec Solutions Ltd. (including persons
who may become Holders during the course of the Offer as a result of the
exercise of options and warrants):
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated April 1, 1999 (the "Offer to Purchase") of Convergys Israel Investments
Ltd., a company limited by shares duly registered under the laws of the State of
Israel ("Sub") and a wholly owned subsidiary of Convergys Corporation, a company
incorporated under the laws of the State of Ohio, U.S.A. ("Parent").
The terms and conditions previously set forth in the Offer to Purchase and
the related Letter of Transmittal remain applicable in all respects to the
Offer, and this Supplement should be read in conjunction with the Offer to
Purchase. Capitalized terms used herein and otherwise not defined are used as
defined in the Offer to Purchase.
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SPECIAL FACTORS
CERTAIN LITIGATION
The information set forth under "Special Factors - Certain Litigation" is
hereby amended and restated to read in its entirety as follows:
Since the announcement by Parent and Sub of the intention to commence the
Offer, five lawsuits have been commenced by shareholders who are unaffiliated
with the defendants (the "unaffiliated shareholders"). Four of the lawsuits are
in the Court of Common Pleas, Hamilton County, Ohio: Carrazza, et al., vs.
Wiztec Solutions, Ltd., et al., Case No. A9901656; Tucker vs. Wiztec Solutions,
Ltd., et al., Case No. A9901672; Papier vs. Wiztec Solutions, Ltd., et al., Case
No. A9901742; and Kuris vs. Steven G. Rolls, et al., Case No. A9901848. The
fifth lawsuit is in the United States District Court, Eastern District of New
York: Forman, et al. vs. Wiztec Solutions Ltd., et al., Case No. CV 99 1731.
Each of the actions purports to be a class action brought on behalf of
unaffiliated shareholders and asserts claims against the Company, Parent and
members of the Company Board of Directors. The actions each allege that, through
the conduct of the defendants, Parent has proposed to acquire the Shares at an
unfair and inadequate price, in violation of fiduciary duties allegedly owed by
the defendants to the unaffiliated shareholders. The complaints purport by their
terms to seek injunctive relief preventing consummation of the Offer, or
rescission if it is successfully consummated, compensatory damages, and
attorneys' fees and expenses. The time within which the defendants who have been
served have to respond to the complaints has not expired. The Company and its
Israeli directors believe they have the basis to challenge the exercise of
personal jurisdiction by, and venue in, a United States court. The defendants
who have been served anticipate that the complaints filed in the Hamilton County
Court of Common Pleas will be consolidated into a single action. Parent believes
the actions to be without merit and intends to contest the actions vigorously.
It is the present intention of Parent and Sub not to extend the Expiration Date
or raise the Offer Price as a result of the pending litigation.
Convergys Israel Investments Ltd.
April 22, 1999
