<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13E-3
(Amendment No. 3)
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. [X] A tender offer.
d. [ ] None of the above.
<PAGE> 2
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, 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 Information Management Group Inc., a wholly owned
subsidiary of Parent.
ITEM 10. INTEREST IN SECURITIES OF ISSUER.
Item 10 of the Schedule 13E-3 is amended and supplemented by adding
the following:
At 12:00 midnight, Eastern Daylight Time, on April 28, 1999, the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 4,829,939 Shares (or approximately 68.2% of the Shares
outstanding), were validly tendered and not withdrawn pursuant to the
Offer, including Shares tendered pursuant to notices of guaranteed
delivery, and including 4,750,200 Shares tendered by Convergys
Information Management Group Inc., an affiliate of Sub and 79,739
Shares tendered by shareholders not affiliated with Sub. Sub has
accepted for payment all such Shares at the purchase price of $18.30
per Share, net to the Seller in cash.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is amended and supplemented by adding the
following:
(d)(10) Press Release, dated April 29, 1999.
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: April 30, 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
-2-
<PAGE> 3
EXHIBIT INDEX
Exhibits
- ----------
(d)(10) Press Release dated April 29, 1999.
<PAGE> 1
Exhibit (d)(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; APRIL 29, 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 $18.30 Per share net to seller in cash.
The tender offer expired at midnight, Eastern Daylight Time, on Wednesday,
April 28, 1999.
Based on its preliminary tabulation, the depositary for the offer informed
Convergys that 4,829,939 shares of Wiztec stock were tendered properly and not
withdrawn pursuant to the offer, including 79,739 shares tendered by
shareholders not affiliated with Convergys. Convergys accepted for payment all
shares properly tendered prior to the expiration of the offer.
Payment for shares accepted for payment pursuant to the offer will be made
promptly. 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
IBJ Whitehall Bank & Trust Company.
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
38 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.
##
