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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
Under the Securities Exchange Act of 1934
Wiztec Solutions Ltd.
(Name of Issuer)
Ordinary Shares
New Israeli Shekel 1 Par Value
(Title of Class of Securities)
M98105-105
(CUSIP Number)
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 Notices and Communications)
November 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box [ ].
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SCHEDULE 13D
CUSIP No. M98105-105
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1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
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) [ ]
- --------------------------------------------------------------------------------
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
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Ohio
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7. Sole Voting Power
7,654,713
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each 0
Reporting
Person with 9. Sole Dispositive Power
7,654,713
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,654,713
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
100%
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14. Type of Reporting Person
HC
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SCHEDULE 13D
CUSIP No. M98105-105
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1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
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) [ ]
- --------------------------------------------------------------------------------
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 Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
State of Israel
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7. Sole Voting Power
7,654,713
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each 0
Reporting
Person with 9. Sole Dispositive Power
7,654,713
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,654,713
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
100%
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14. Type of Reporting Person
CO
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This Amendment No. 9 to Schedule 13D is filed by 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 ("Sub")
and a wholly owned subsidiary of Parent, hereby amend and supplement their
Schedule 13D, originally filed on April 1, 1999, as amended (the "Schedule
13D").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D 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 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and supplemented as follows:
(a) Parent and Sub beneficially own a total of 7,654,713 Shares, which
represents 100% of the Shares outstanding.
(b) Sub directly has, and Parent indirectly has, sole power to vote and
direct the disposition of 7,654,713 Shares.
(c) 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 holds it 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.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct. In executing this Statement, the undersigned agree,
to the extent required by Rule 13d-1(f), that this Statement is being filed on
behalf of each of the reporting persons herein.
Dated: December 2, 1999
Convergys Corporation
By: /s/ William D. Baskett III
----------------------------------------
Name: William D. Baskett III
Title: General Counsel and Secretary
Convergys Israel Investments Ltd.
By: /s/ William D. Baskett III
----------------------------------------
Name: William D. Baskett III
Title: Vice President
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