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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 10)
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"). As
previously indicated, pursuant to the recently completed offer to purchase (the
"July Tender Offer") 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"),
Sub purchased 2,275,824 Shares at the purchase price of $25.00 per Share, net to
the Seller in cash.
Sub has commenced 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 distributed 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. Sub currently owns 7,299,378
Shares, or 95.4% of the Shares outstanding. There are 355,334 outstanding Shares
that are not currently owned by Sub, which constitute 4.6% of the Company's
outstanding Shares.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1(b) is amended and supplemented by adding the following:
(b) The class of equity securities and the amount of such outstanding
securities being sought are 355,334 Ordinary Shares, New Israeli Shekel 1 Par
Value, of the Company. There were 7,654,712 Shares outstanding as of August 25,
1999. As of August 25, 1999 there were 9 holders of record of Ordinary Shares.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) is amended and supplemented by adding the following:
(a) 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. The
information set forth in "Special Factors - Background of the Offer" and
"Section 7: Companies Ordinance Section 236" of the Offer to Purchase dated July
2, 1999 is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Items 6(a) and (b) are amended and supplemented by adding the following:
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(a) Sub will obtain all funds for the compulsory acquisition of Shares
from Parent in the form of capital contributions, loans or advances. Parent
anticipates funding the capital contributions or advances through one or more of
a combination of cash on hand and other internally generated funds, commercial
paper, privately placed notes and arranged bank credit facilities.
(b) Sub believes that the only expenses to be incurred in connection
with the compulsory acquisition will be printing, mailing of the notice and
other miscellaneous costs estimated to be $1,000.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8 is amended and supplemented by adding the following:
(a) - (b) Pursuant to the July Tender Offer, Sub purchased 2,265,824
Shares at the Offer Price of $25.00 per Share. The Company reasonably believed
the transaction to be fair to unaffiliated security holders, for the reasons set
forth in the Offer to Purchase dated July 2, 1999. There have been no changes in
the circumstances that would cause Sub's belief to change. Sub continues to
believe that the transaction is fair to unaffiliated security holders. Sub
currently owns 95.4% of the outstanding Shares of the Company, therefore the
liquidity of the Shares has decreased. On September 1, 1999, the day on which
Sub gave notice of the compulsory acquisition, the last reported closing sales
price of the Shares on the Nasdaq National Market was $27.25 per Share.
(c) - (e) Since the transaction is the compulsory acquisition pursuant
to Section 236 of the Israeli Companies Ordinance, the approval of at least a
majority of unaffiliated security holders is not required, and a majority of the
directors who are not employees of the Company (i) has not retained an
unaffiliated representative to act solely on behalf of unaffiliated security
holders for the purpose of negotiating the terms of such transaction or
preparing a report concerning the fairness of such transaction and (ii) has not
approved or disapproved such transaction.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 is amended and supplemented by adding the following:
(a) Neither Parent, Sub nor the Company has received any report,
opinion or appraisal from an outside party which is materially related to the
compulsory acquisition.
(b) Not applicable.
(c) Not applicable.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is amended and supplemented by adding the following:
(a) Sub currently owns 7,299,378 Shares, or 95.4% of the Shares
outstanding.
(b) On August 19, 1999, Sub purchased 2,700 Shares at the price of
$24.875 per Share and 1,000 Shares at the price of $24.750 per Share, in private
purchases.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
Item 12(b) is amended and supplemented by adding the following:
(b) The Company's Board of Directors has expressed no opinion and has
not made any recommendation with respect to the compulsory acquisition.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
Item 13(a) is amended and supplemented by adding the following:
(a) Since the proposed transaction is the compulsory acquisition of
Shares pursuant to Section 236 of the Israeli Companies Ordinance, appraisal
rights are not applicable to this transaction and, thus, are not available to
security holders.
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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: September 3, 1999 Convergys Israel Investments Ltd.
By /s/ William D. Baskett III
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William D. Baskett III
Vice President
Convergys Corporation
By /s/ William D. Baskett III
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William D. Baskett III
General Counsel and Secretary
