SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the months of July and August 1999
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GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
(Name of registrant)
10 Hashikma Street
Haifa 31700, Israel
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82- N.A.
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<PAGE>
GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
FORM 6-K
Genesis Development and Construction Ltd., an Israeli corporation (the
"Company"), issued three press releases: one, dated July 29, 1999, reporting the
resignation of Moshe Schnapp, the chief executive officer, president and a
member of the board of directors of the Company, in protest over certain action
taken by Israel Discount Bank, Ltd. in its ongoing litigation in Israel against
the Company and certain principals of the Company; a second, dated August 3,
1999, reporting the termination of merger negotiations between the Company and
Internet Cable Corporation, a Nevada corporation, and the resignation of Eli
Aran, the chairman of the Company; and a third, dated August 9, 1999, reporting
the appointment of a temporary liquidator for the Company by an Israeli court
(collectively, the "Press Releases").
The Press Releases are attached as Exhibits 99.1, 99.2 and 99.3 to this
Report on Form 6-K and are incorporated by reference herein. The foregoing
summary of the Press Releases is qualified in its entirety by reference to the
Press Releases.
Any statements contained in the Press Releases that are not historical
facts are forward-looking statements. In particular, statements using the words
"intends," "assesses," "perceives," "anticipates," "attributes," "seeks," or
like terms are by their nature predictions based upon current plans,
expectations, estimates and assumptions. These statements are subject to risks
and uncertainties that could significantly affect outcomes, which may differ
materially from the plans, expectations, estimates, or assumptions expressed in
or implied by any such forward-looking statements. Specific risks applicable to
such forward-looking statements include risks associated with the failure to
conclude any proposed agreement, the changing composition of the Company's
management team and/or the changing financial condition of the Company. Further
information regarding these and other risks and uncertainties associated with
the developments reported in the Press Releases and the businesses of the
Company is provided from time to time in the Company's filings with the U.S.
Securities and Exchange Commission.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Press Release of Genesis Development and Construction Ltd. dated July 29, 1999.
99.2 Press Release of Genesis Development and Construction Ltd. dated August 3, 1999.
99.3 Press Release of Genesis Development and Construction Ltd. Dated August 9, 1999.
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
/s/ Yaron Yenni
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Name: Yaron Yenni
Title: Chief Executive Officer
Date: August 11, 1999
3
(BW) (NY-GENESIS DEVELOPMENT) (GDCOF) (GDCUF)
Israel Discount Bank , Ltd. Attempts to Assert Control Over
Genesis Development and Construction Ltd.; CEO Resigns in Protest
Business Editors
NEW CITY, NEW YORK--(BUSINESS WIRE)--July 29--Genesis Development and
Construction Ltd. (NASDAQ: GDCUF, GDCOF) announced yesterday the resignation of
Moshe Schnapp as Chief Executive Officer, President and a member of its Board of
Directors.
The Genesis Board named as his replacement, on an interim basis, the
Company's Chief Financial Officer, Mr. Yaron Yenni.
The Schnapp resignation, which came as a complete surprise to the
Board, resulted from the ongoing litigation with Israel Discount Bank, Ltd. (the
"Bank") in the aftermath of the failed takeover bid for control of Granit
HaCarmel Investments Ltd. Citing the proposed Genesis business combination with
Internet Cable Corporation of Charleston, South Carolina (OTCBB: ICBL) as a
matter of concern, and representing that it had no prior knowledge of the
proposed merger, despite several related public press releases and media
coverage, the Bank sought and obtained an ex parte order from an Israeli court
appointing its attorney as trustee with respect to 2,200,000 of the Company's
2,939,000 outstanding Class B Ordinary Shares controlled by Messrs. Schnapp and
Aran.
Although Moshe Schnapp could not be reached for comment, Mr. Aran
stated that "we are appalled by this seeming grant of power to the Bank and the
potential liabilities which may result from its control over the destiny and the
day-to-day affairs of Genesis through the Class B Shares. I believe that the
appointment of a trustee has already destroyed the super majority voting power
and the additional economic value attributable to the Class B Shares. I am even
more concerned about the proposed ICBL merger and the related transactions. I am
determined to find a way to allow is to move forward and preserve for our
shareholders the opportunities presented by the proposed ICBL merger."
This report contains forward-looking statements which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties, and concern, among other things, the ability of the Company to
conduct its business and consummate certain proposed transactions. Further,
information regarding these risks is provided from time to time in the Company's
filings with the Securities and Exchange Commission.
- --30--al/ny*
CONTACT: Genesis Development and Construction Ltd.
Eli Aran, Chairman
Phone: (914) 634-0300
Fax: (914) 634-8077
(BW) (NY--GENESIS DEVELOPMENT) (GDCUF)
Genesis Development and Construction Ltd. Announces Termination
by Internet Cable Corporation of Proposed Merger Talks and Board Changes
Business Editors
NEW YORK--(BUSINESS WIRE)--August 3, 1999--- Genesis Development and
Construction Ltd. (NASDAQ: GDCUF, GDCOF) announced today that Internet Cable
Corporation has terminated the previously announced Memorandum of Understanding
providing for a merger of the two companies. Based on a written termination
notice and communications with representatives of Internet Cable, Genesis
attributed this unanticipated event to uncertainty created by the recent actions
of Israel Discount Bank, Ltd. (the "Bank") in connection with ongoing litigation
arising from the failed takeover of Granit HaCarmel Investments Ltd. that had
been initiated last year by Eli Aran and Moshe Schnapp, principal stockholders
and founders of Genesis.
As announced last week, the Bank filed a petition in an Israeli court
challenging the anticipated benefits of the proposed Internet Cable transaction,
asserting claims to a substantial portion of the controlling Class B Ordinary
Shares of Genesis and seeking to influence the future management and direction
of Genesis. Although the Israeli Court temporarily suspended its order
appointing the Bank's legal counsel as Trustee of the contested shares, pending
an analysis of the proposed merger by a Court-appointed expert, the Bank's
actions, attendant management concerns and conflicting time pressures led to
last week's resignation of Mr. Schnapp as Chief Executive Officer, President and
a director of Genesis and the submission today by Mr. Aran of his resignation as
the Company's Chairman.
In acknowledging his resignation and the action of Internet Cable, Mr.
Aran stated: "In its ongoing attempt to pressure us to cease our well-founded
efforts to seek legal redress from Israel Discount Bank, the Bank has, once
again, deprived Genesis of a valuable business opportunity. Internet Cable
reacted to the uncertainties created as a result of the Bank's past and
anticipated actions, and their perceived effect on the value and continued
viability of Genesis as a merger partner."
Mr. Aran continued: "As a result of its unsubstantiated claims and
improper assertions, the Bank has now compounded our damages. While I am
disappointed by Internet Cable's diminished assessment of the value of Genesis,
which led to the termination notice, I am appalled by the continuing
interference by Israel Discount Bank with the business affairs and direction of
our company and the resulting loss of a significant corporate opportunity and
the adverse effect this has had on the value of our shares. Despite my
resignation, I will assist Genesis in its ongoing effort to expand its current
business, and will join my friend and former colleague, Moshe Schnapp, in
prosecuting our righteous cause of action without the impediment of ongoing
management responsibilities."
<PAGE>
The Board of Directors of Genesis intends to fill promptly the
vacancies created by the resignations of Messrs. Aran and Schnapp. Genesis also
announced the resignation of John D'Auguste, the former Cabletron executive who
was to serve as Chief Executive Officer following the Internet Cable merger.
This report contains forward-looking statements which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties, and concern, among other things, the ability of the Company to
carry out its business plan. Further information regarding these risks is
provided from time to time in the Company's filings with the Securities and
Exchange Commission.
- --30--lp/ny*
CONTACT: Genesis Development and Construction Inc., New York
Guy Ravid
Phone: (914) 634-0300
Fax: (914) 634-8077
[email protected]
BW1609 August 09, 1999 16:21 Pacific 19:21 Eastern
(BW) (NY-GENESIS-DEVELOPMENT) (GDCUF) Temporary Liquidator Appointed by Israeli
Court for Genesis Development and Construction Ltd.
Business Editors
NEW YORK--(BUSINESS WIRE)--August 9, 1999--Genesis Development and Construction
Ltd. (NASDAQ: GDCOF, GDCUF) announced today that Daniel Azougi, Esq. was
appointed temporary liquidator for the company by the District Court in Haifa,
Israel, on August 3, 1999, on an ex parte motion in the matter of Balfour
Financing and Investments Ltd. versus Genesis Development and Construction Ltd.
The company, with the advice of counsel, is considering the alternative courses
of action available to it, including, among others, the possibility of raising
capital in order to satisfy the claim asserted by Balfour Financing and
Investments Ltd.
- --30--ah/ny*
CONTACT: Genesis Development and Construction Ltd.
Mr. Yaron Yenni
Phone: 011-972-4-824-4868
Fax: 011-972-4-824-5885
KEYWORD: INTERNATIONAL AFRICA MIDDLE EAST
INDUSTRY KEYWORD: BUILDING/CONSTRUCTION
