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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 8)
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.
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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"), 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 10. INTERESTS IN SECURITIES OF THE ISSUER.
Item 10 of the Schedule 13E-3 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.
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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: 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
