UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
BackWeb Technologies Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
M15633 10 6
-----------
(CUSIP Number)
July 1, 1999
------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP No. M15633 10 6
1 Name of Reporting Person: United States Trust Company of New York
I.R.S. Identification No. of above person (entities only): 13-3818954
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a)[ ]
(b)[X]
3 SEC Use Only
4 Citizenship or Place of Organization: New York
5 Sole Voting Power: 0
NUMBER OF
SHARES 6 Shared Voting Power: 3,272,677 shares (See Item 6)
BENEFICIALLY
OWNED BY 7 Sole Dispositive Power: 0
EACH
REPORTING 8 Shared Dispositive Power: 0
PERSON
WITH
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
3,272,677 shares (See Item 6)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
Not Applicable.
11 Percent of Class Represented by Amount in Row (9): 9.3%
12 Type of Reporting Person: BK
Page 2 of 5 Pages
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Item 1.
(a) Name of Issuer: BackWeb Technologies Ltd.
(b) Address of Issuer's Principal Executive Offices: 3 Abba Hillel Street
Ramat Gan, Israel 52136
Item 2.
(a) Name of Person Filing: United States Trust Company of New York
(b) Address of Principal Business
Office or, if none, Residence: 114 West 47th Street, 25th Floor
New York, N.Y. 10036
(c) Citizenship or Place of Organization: New York
(d) Title of Class of Securities: Ordinary Shares
(e) CUSIP Number: M15633 10 6
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c) (14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
Page 3 of 5 Pages
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(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned (as of December 31, 1999): 3,272,677 shares (See
Item 6)
(b) Percent of class: 9.3%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 3,272,677 shares (See Item
6)
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
GS Capital Partners II, L.P. (an owner of more than 5% of the class of the
Issuer's Ordinary Shares), GS Capital Partners II Offshore, L.P., Goldman, Sachs
& Co. Verwaltungs GmbH, Stone Street Fund 1996, L.P., and Bridge Street Fund
1996, L.P. (collectively, the "Shareholders" and individually a "Shareholder"),
entered into a Voting Trust Agreement, dated as of July 1, 1999, with United
States Trust Company of New York as voting trustee (the "Voting Trustee").
Pursuant to the Voting Trust Agreement, the Shareholders agreed to deposit into
the voting trust created under such agreement (the "Voting Trust") and transfer
to the Voting Trustee all Ordinary Shares of the Issuer beneficially owned by
the Shareholders. Under the Voting Trust Agreement, the Voting Trustee, among
other things, will vote such Ordinary Shares with the majority of votes cast or,
in certain circumstances, in proportion to the votes cast for all other Ordinary
Shares outstanding or abstain from voting.
Page 4 of 5 Pages
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Under the Voting Trust Agreement, (i) each Shareholder has the power to
dispose or to direct the disposition of the Ordinary Shares deposited by such
Shareholder into the Voting Trust and (ii) each Shareholder has the right to
receive all dividends paid on the Ordinary Shares deposited by such Shareholder
into the Voting Trust, including distribution of securities not entitled to vote
on the Ordinary Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable 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.
February 4, 2000
United States Trust Company of New York,
as Voting Trustee
By: /s/Gerard F. Ganey
------------------
Gerard F. Ganey
Senior Vice President
Page 5 of 5 Pages
