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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 3)
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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$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 all 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.
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Amount Previously Paid: $14,717.97
Form or Registration No.: Schedule 14D-1
Filing Party: Convergys Corporation and
Convergys Israel Investments Ltd.
Date Filed: July 2, 1999
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SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. M98105-105
<S> <C>
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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
7,127,763
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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)
93.1%
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10. Type of Reporting Person
HC
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</TABLE>
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SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. M98105-105
<S> <C>
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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
7,127,763
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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)
93.1%
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10. Type of Reporting Person
CO
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</TABLE>
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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 Tender Offer Statement on Schedule 14D-1
originally filed on July 2, 1999, as amended (the "Schedule 14D-1"), 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 Sub.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is amended and supplemented by adding the
following:
At 12:00 midnight, Eastern Daylight Time, on July 30, 1999, the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 2,275,824 Shares (or approximately 29.7% of the outstanding
Shares) were validly tendered and not withdrawn pursuant to the Offer,
including Shares tendered pursuant to notices of guaranteed delivery. Sub has
accepted for payment all such Shares at the purchase price of $25.00 per Share,
net to the Seller in cash. With the completion of the Offer, Sub owns 7,127,763
Shares, or approximately 93.1% of the outstanding Shares.
ITEM 10. ADDITIONAL INFORMATION
Item 10 (e) of the Schedule 14D-1 is amended and supplemented by adding the
following:
With regard to In re Wiztec Solutions Litigation (the "prior litigation"),
Plaintiff Sachs filed a memorandum in opposition to the motion of Parent and
board members amenable to service of process in Ohio ("director defendants") to
dismiss on July 1, 1999. Parent and director defendants filed a reply memorandum
in support of their motion. The case is set for report on August 4, 1999 and for
argument on August 19, 1999.
On July 2, 1999, the commencement date of the Offer, a lawsuit was
commenced by shareholders who are unaffiliated with the defendants (the
"unaffiliated shareholders") in the Court of Common Pleas, Hamilton County,
Ohio: Carrazza, et al., vs. Wiztec Solutions, Ltd., et al., Case No. A 9903819.
The action purports to be a class action brought on behalf of unaffiliated
shareholders and asserts claims against the Company, Parent, Sub and members of
the Company's Board of Directors. The action alleges 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, and that there was inadequate
disclosure in the April Tender Offer. The complaint purports by its terms to
seek injunctive relief requiring defendants to make full and fair disclosure of
all material facts, preventing consummation of the Offer, or rescission if it is
successfully consummated, compensatory damages, and attorneys' fees and
expenses. No motion for injunctive relief has been filed. Parent and members of
Sub's board amenable to service of process in Ohio have filed a Motion to
dismiss. The Court has set the Motion for hearing on August 19, 1999. 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. Parent believes the action to be without merit and
intends to contest the action vigorously.
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) Press release, dated August 4, 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: August 4, 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
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Exhibit (a)(10)
IMMEDIATE
JOHN PRATT, CONVERGYS PUBLIC RELATIONS
513-723-3333 OR 888-284-9900
[email protected]
CHRIS PERRY, EDELMAN WORLDWIDE
312-240-2688 or [email protected]
CONVERGYS CORPORATION CONCLUDES
TENDER OFFER FOR WIZTEC SOLUTIONS LTD.
(CINCINNATI; August 4, 1999) -- Convergys Corporation (NYSE: CVG) announced
today it has completed its tender offer to purchase shares of Wiztec Solutions
Ltd., (NASDAQ: WIZTF), common stock for $25.00 per share net to seller in cash.
The tender offer expired at midnight, Eastern Daylight Time, on Friday, July 30,
1999.
Based on its preliminary tabulation, the depositary for the offer informed
Convergys that 2,275,824 shares of Wiztec stock were tendered pursuant to the
tender offer, including 35,496 ordinary shares subject to guarantees of
delivery. Convergys accepted for payment all shares properly tendered prior to
the expiration of the offer. Convergys now owns approximately 93% of Wiztec
shares.
It is expected that payment for shares accepted pursuant to the offer will be
made on Thursday, August 5, 1999. The tender offer was made through Convergys'
wholly-owned subsidiary, Convergys Israel Investments Ltd.
The Information Agent was Georgeson & Company, Inc., and the Depository Bank was
The Bank of New York.
ABOUT CONVERGYS
Convergys Corporation(SM) is the global leader in providing outsourced,
integrated, customer care and billing services, bringing together world-class
resources and expertise to help clients transform customer relationships into a
competitive advantage.
Convergys software produces more than one million bills each day, and Convergys
call centers handle more than one million calls each day.
Convergys serves the top companies in a wide range of industries, including
communications, technology, cable and broadband services, consumer products,
financial services, utilities, healthcare, hospitality, and direct response.
Headquartered in Cincinnati, Ohio, Convergys employs over 33,000 people in its
32 call centers, and in its data centers and other offices in the United
States, Canada, and Europe. Convergys is on the web at www.convergys.com
Convergys is pronounced: kun VER jis Convergys and the Convergys logo are
service marks of Convergys Corporation.
