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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 11)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WIZTEC SOLUTIONS LTD.
(Name of Issuer)
CONVERGYS ISRAEL INVESTMENTS LTD.
CONVERGYS CORPORATION
(Name of Persons Filing Statement)
Ordinary Shares, New Israeli Shekel 1 Par Value
(Title of Class of Securities)
M98105-105
(CUSIP Number of Class of Securities)
William D. Baskett III
General Counsel and Secretary
Convergys Corporation
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 Persons Filing Statement)
COPY TO:
Neil Ganulin
Frost & Jacobs LLP
2500 PNC Center
Cincinnati, Ohio 45202
(513) 651-6800
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$73,589,850 (1)............................................... $14,717.97 (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
$25.00, the per share cash tender offer price, by 2,943,594 Ordinary
Shares, New Israeli Shekel 1 par value, which represents all Ordinary
Shares outstanding as of June 29, 1999 not owned directly or
indirectly by the persons filing this statement and assumes the
exercise of warrants and options to purchase Ordinary Shares which were
outstanding as of June 29, 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.
[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: $14,717.97
Filing Parties: Convergys Corporation and Convergys Israel Investments Ltd.
Form or Registration No.: Schedule 14D-1
Date Filed: July 2, 1999
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INTRODUCTION
Convergys Corporation, an Ohio corporation ("Parent"), and 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"),
hereby amend and supplement their Transaction Statement on Schedule 13E-3
originally filed on April 1, 1999, as amended (the "Schedule 13E-3").
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ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) is amended and supplemented by adding the following:
On November 10, 1999, Sub purchased 9,950 Shares for an
aggregate purchase price of $248,393.25, in private purchases. On November 12,
1999, in settlement of objections to the Section 236 procedure in Israel, Sub
settled the objections in consideration of a payment of $909,000 and acquired
181,800 Shares, in consideration of a payment of $4,545,000.
Sub has completed the compulsory acquisition procedure pursuant to
Section 236 of the Companies Ordinance [New Version], 5743-1983, of the State of
Israel, as described in the previously filed offer to purchase materials. On
September 1, 1999, Sub gave notice of the compulsory acquisition of the
remaining Ordinary Shares of the Company that it did not acquire during its
recent tender offers for the Company's Shares. On November 17, 1999, Sub
delivered to the Company a copy of the notice of compulsory acquisition and
consideration of $4,089,600, an amount equal to $25 per share for the 163,584
outstanding Shares not already owned by Sub, was deposited in the Company's
special trust account on November 22, 1999. Upon receipt of the consideration,
the Company registered Sub as the record owner of the remaining 163,584 Shares.
The Company received the consideration as trustee for the former shareholders
whose Shares were acquired by Sub pursuant to the compulsory acquisition. The
Company will deliver to the former shareholders a letter of transmittal for use
in exchanging certificates formerly representing the Shares for a payment of $25
per Share. On November 16, 1999, in anticipation of the completion of the
compulsory acquisition, the Company issued one Share to Convergys Corporation as
against payment of its par value. That Share was issued to meet a requirement of
Israeli law that a company have at least two shareholders. Convergys Corporation
holds that share in trust for Sub. Thus, Sub currently owns, directly or
beneficially, 7,654,713 Shares or 100% of the Shares outstanding.
As of the close of business on November 12, 1999, the Company's shares
were delisted from the Nasdaq National Market.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is amended and supplemented by adding the following:
(a) Parent and Sub beneficially own a total of 7,654,713 Shares, which
represents 100% of the Shares.
(b) On November 10, 1999, Sub purchased 5,700 Shares, at the price of
$24.9375 per Share and 4,250 Shares, at the price of $25.00 per Share, in
private purchases. On November 12, 1999, in settlement of objections to the
Section 236 procedure in Israel, Sub settled the objections in consideration of
a payment of $909,000 and acquired 181,800 Shares, in consideration of a payment
of $4,545,000. On November 16, 1999, Convergys Corporation purchased one Share
from the Company (which it holds in trust for Sub). On November 22, 1999, Sub
acquired the remaining 163,584 Shares that it did not already own, for the
purchase price of $25 per Share, pursuant to the completion of the compulsory
acquisition.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 is hereby amended by adding the following:
(d)(8) Letter of Transmittal
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 2, 1999 Convergys Israel Investments Ltd.
By /s/ William D. Baskett III
--------------------------
William D. Baskett III
Vice President
Convergys Corporation
By /s/ William D. Baskett III
--------------------------
William D. Baskett III
General Counsel and Secretary
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Exhibit d(8)
LETTER OF TRANSMITTAL
To Accompany Certificates Formerly Representing Ordinary Shares of
WIZTEC SOLUTIONS LTD.
This Letter is to be used by former holders of Ordinary Shares, each
with 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"), to submit the enclosed certificate(s) for the purpose of
exchanging such certificate(s) for payment of $25.00 per Share, for their Shares
in connection with Convergys Israel Investment Ltd.'s compulsory acquisition
pursuant to Section 236 of the Companies Ordinance [New Version], 5743-1983 (the
"Compulsory Acquisition"). The instructions set forth in this Letter should be
read carefully. Delivery of this Letter and certificates for Shares ("Share
Certificates") to an address other than as set forth herein will not constitute
a valid delivery.
<TABLE>
<CAPTION>
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DESCRIPTION OF CERTIFICATES SURRENDERED
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
Name(s) and Address(es) of Registered Holder(s)
immediately prior to the Compulsory Acquisition
("former holders") Share Certificate(s) and Share(s) Surrendered
(Please fill in blank exactly as (Attach additional list if necessary)
Name(s) Appear(s) on Share Certificate(s))
- ------------------------------------------------------------ ---------------------------- ----------------------------
Total Number of Shares
Share Certificate Represented by
Number(s)* Certificate(s)*
---------------------------- ----------------------------
---------------------------- ----------------------------
---------------------------- ----------------------------
---------------------------- ----------------------------
---------------------------- ----------------------------
---------------------------- ----------------------------
Total Shares
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*All Shares represented by Share Certificates delivered to the Company will be deemed to have been exchanged.
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
LOST, DESTROYED OR STOLEN SHARE CERTIFICATES
- ------------------------------------------------------------ ---------------------------------------------------------
[ ] Check here if Share Certificate(s) have been lost,
stolen or destroyed. Number of Shares ....................................
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
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Ladies and Gentlemen:
The undersigned hereby submits to the Company the enclosed Share
Certificate(s) for the purpose of exchanging such certificate(s) for payment of
$25.00 per Share, without interest thereon, upon the terms and subject to the
conditions set forth in this Letter. The Company will withhold Israeli taxation
at source from the payment in accordance herewith if required to do so by law.
The undersigned hereby represents and warrants that (a) immediately
prior to the Compulsory Acquisition, the undersigned had full power and
authority to submit, sell, assign and transfer the Shares represented by the
Share Certificate(s) submitted, and (b) that immediately prior to the Compulsory
Acquisition, the undersigned had good, marketable and unencumbered title to the
Shares, free and clear of all liens, restrictions, charges and encumbrances, and
the Shares were not subject to any adverse claim. The undersigned, upon request,
shall execute and deliver any additional documents deemed by the Company to be
necessary or desirable to complete the exchange herein, including documents to
establish an exemption from Israeli taxation, if applicable.
Unless otherwise indicated herein under "Special Payment Instructions,"
the Company will issue a check in payment for the Shares delivered in the
name(s) of the registered holder(s) appearing under "Description of Certificates
Surrendered," above. Similarly, unless otherwise indicated under "Special
Delivery Instructions," the Company will mail the check for Shares delivered to
the address(es) of the registered holder(s) appearing under "Description of
Certificates Surrendered." In the event that both the Special Delivery
Instructions and the Special Payment Instructions are completed, the Company
will issue the check for the Shares delivered in the name(s) of, and deliver
such check to, the person(s) so indicated.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5) (SEE INSTRUCTIONS 3, 4 AND 5)
<S> <C>
To be completed ONLY if the check for the Shares is to To be completed ONLY if the check for the Shares is
be issued in the name of someone other than the to be sent to someone other than the undersigned,
undersigned. or to the undersigned at the address other than
that shown above.
Issue Check to:
Mail Check to:
Name ..............................................
(PLEASE PRINT) Name ..............................................
(PLEASE PRINT)
Address............................................
Address............................................
...................................................
(INCLUDE ZIP CODE) ...................................................
(INCLUDE ZIP CODE)
...................................................
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) ...................................................
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
- --------------------------------------------------------- -----------------------------------------------------
</TABLE>
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SHAREHOLDERS SIGN HERE
...............................................................................
...............................................................................
SIGNATURE(S) OF HOLDER(S)
Dated........................, 1999
(Must be signed by former holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by the person(s) who were
authorized to become registered holder(s) immediately prior to the Compulsory
Acquisition by certificates and documents transmitted herewith. If signature is
by an officer of a corporation or by an executor, administrator, trustee,
guardian, attorney-in-fact, agent or any other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 3.)
Name(s).........................................................................
................................................................................
(PLEASE PRINT)
Capacity (full title)...........................................................
Address.........................................................................
................................................................................
(INCLUDE ZIP CODE)
Country of Domicile (for individuals)...........................................
State of Registration (for corporations)........................................
Area Code and Tel. No...........................................................
Taxpayer Identification or
Social Security No. ...........................................................
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 3)
Authorized Signature(s).........................................................
Name ...........................................................................
Name of Firm....................................................................
Address.........................................................................
................................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number..................................................
Dated:......................., 1999
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INSTRUCTIONS
(Forming Part of the Terms and Conditions of this Letter)
1. DELIVERY OF LETTER AND SHARES. This Letter is to be completed
by former Shareholders of the Company and Share Certificate(s) are to be
forwarded herewith. Share Certificate(s) evidencing all physically submitted
Shares, as well as this Letter or a facsimile thereof, properly completed and
duly executed, and any other documents required by this Letter, must be received
by the Company at the address set forth herein.
THE METHOD OF DELIVERY OF A SHARE CERTIFICATE, THIS LETTER AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE RISK OF THE FORMER HOLDER. A SHARE
CERTIFICATE WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS STRONGLY RECOMMENDED.
All questions as to the validity, form and eligibility of any surrender
of Share Certificate(s) will be determined by the Company, and such
determination shall be final and binding. The Company reserves the right to
waive any irregularities or defects in the surrender of any Share
Certificate(s), and its interpretation of the terms and conditions of this
Letter or any other documents delivered therewith with respect to such
irregularities shall be final and binding. A surrender will not be deemed to
have been validly made until all irregularities and defects have been cured or
waived.
2. INADEQUATE SPACE. Insert in the box, "Description of Certificates
Surrendered," the certificate number(s) of the Share Certificate(s) which you
are surrendering herewith and the number of Shares represented by each Share
Certificate. If the space provided herein is inadequate, the certificate numbers
of the Share Certificate(s) and/or the number of Shares submitted should be
listed on a separate signed schedule and attached hereto.
3. GUARANTEE OF SIGNATURES; SIGNATURES ON LETTER; AND STOCK POWERS AND
ENDORSEMENTS. No signature guarantee is required on this Letter (i) if this
Letter is signed by the former holder(s) of Share Certificate(s) submitted
herewith, unless such holder(s) has (have) completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above, or (ii) if such Share Certificate(s) are tendered for the
account of a firm which is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association (each of the
foregoing being herein called an "Eligible Institution"). In all other cases,
all signatures on this Letter, any Share Certificate or stock powers must be
guaranteed by an Eligible Institution.
If Share Certificate(s) were registered immediately prior to the
Compulsory Acquisition in the name of a person(s) other than the signer of this
Letter or if payment is to be made or delivered to a person(s) other than the
former holder(s), then the submitted Share Certificate(s) must be endorsed or
accompanied by duly executed stock powers, in either case signed exactly as the
name(s) of the former holder(s) appear on the Share Certificate(s) or stock
powers, with
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the signatures on this Letter and the Share Certificate(s) or stock powers
guaranteed by an Eligible Institution.
If this Letter is signed by the former holder(s) of the Share
Certificate(s) submitted hereby, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Share Certificate(s) submitted hereby were held of record
by two or more joint owners, all such owners must sign this Letter.
If any of the submitted Share Certificate(s) are registered in
different names on several Share Certificates, it will be necessary to complete,
sign and submit as many separate Letters (or copies hereof) as there are
different registrations on Share Certificates.
If this Letter or any Share Certificate or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
4. STOCK TRANSFER TAXES. Except as otherwise provided in this
Instruction 4, the Company will pay all stock transfer taxes with respect to the
transfer of Shares to it or its order pursuant to the Compulsory Acquisition.
If, however, payment for the Shares is to be made to any person other than the
former holder(s) or if submitted Share Certificate(s) were registered in the
name of any person other than the person(s) signing this Letter, the amount of
any stock transfer taxes (whether imposed on the former holder or such person)
payable on account of the transfer to such person will be deducted from the
price for the Shares unless satisfactory evidence of the payment of such taxes
or exemption therefrom is submitted.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificate(s) listed in this
Letter.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
payment for the Shares accepted for payment is to be issued in the name of a
person other than the signer of this Letter, or if a check is to be sent to a
person other than the signer of this Letter, or to an address other than that
shown above, the appropriate boxes on this Letter should be completed. If such
special instructions are not completed, please issue and mail the check for the
price of the Shares to the former holder(s) whose name(s) and address(es) appear
under "Description of Certificates Surrendered."
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of this Letter may be directed to the
Company at the address and phone number set forth herein, or from brokers,
dealers, commercial banks or trust companies.
7. WITHHOLDING. Israeli law requires that any person making a payment
to a person who is not a resident of Israel, whether to the non-resident or to
another person for him, withhold 25% of that payment as taxation. In specific
cases, obligations to withhold taxation (at various
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rates) may apply to Israeli residents as well. The income tax authorities are
empowered to exempt such payments, in whole or in part, from withholding
requirements.
The entitlement of a foreign resident to receive a whole or partial
exemption will be determined generally by the provisions of the tax treaty (if
there is one) between his country of domicile (or in the case of a corporation,
its country of registration) and the State of Israel as well as other factors.
Where a withholding obligation exists, the entitlement of an Israeli resident to
receive an exemption may depend on numerous factors.
In its discretion and without taking any obligation on itself to do so,
the Company may choose to request an exemption for a payment to a former holder
who it believes may be entitled to receive such exemption. An application for
such exemption may result in delay in the Company's making payment hereunder.
The Company can give no assurance that such request, if made, will bring about a
whole or partial exemption.
8. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any Share
Certificate(s) have been lost, destroyed or stolen, the former holder should
promptly notify the Company by checking the box entitled "Lost, Destroyed or
Stolen Share Certificates" and indicating the number of Shares lost. The former
holder will then be instructed as to the steps that must be taken in order to
replace the Share Certificate(s). This Letter and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen Share
Certificates have been followed.
9. ADDRESS AND TELEPHONE NUMBER. This Letter should be submitted to the
Company at the address listed below. Any inquiries may be directed to David
Schottenfels at 972-2-625-7751 or William D. Baskett at 513-723-2444.
c/o David Schottenfels
29B Hayesod Street
Jerusalem, Israel
Fax: 972-2-625-0461
Very truly yours,
WIZTEC SOLUTIONS LTD.
