SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
ESC Medical Systems Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.10 par value per Share
(Title of Class of Securities)
M40868107
(CUSIP Number)
Edward Klimerman, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
(212) 698-7700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 27, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
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This Amendment No. 9 (the "Amendment") amends and supplements the Schedule
13D filed on October 9, 1998, as previously amended and restated by Amendment
No. 1, filed on March 12, 1999 and further amended by Amendment No. 2 filed on
March 23, 1999, Amendment No. 3 filed on March 26, 1999, Amendment No. 4 filed
on April 15, 1999, Amendment No. 5 filed on April 20, 1999, Amendment No. 6
filed on May 11, 1999, Amendment No. 7 filed on May 13, 1999 and Amendment No. 8
filed on May 21, 1997 (the "Schedule 13D"), on behalf of Mr. Arie Genger
("Genger"), TPR Investment Associates, Inc., a Delaware corporation ("TPR"),
TPR's subsidiary, Trans-Resources, Inc., a Delaware corporation ("TRI"), TRI's
indirect subsidiary, Haifa Chemicals Holdings Ltd., a company incorporated in
the State of Israel ("HCH"; Genger and said corporations, all of which are
directly or indirectly controlled by Genger, being collectively called the "TRI
Entities"), and Mr. Thomas G. Hardy ("Hardy"; Hardy and the TRI Entities being
collectively called the "Reporting Persons") with respect to the Ordinary
Shares, par value NIS 0.10 per share (the "Shares"), of ESC Medical Systems
Ltd., a company incorporated in the State of Israel (the "Company"). The
Reporting Persons are filing this Amendment to update the information with
respect to the Reporting Persons' purposes and intentions with respect to the
Shares.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as
follows:
In an effort to reach a compromise with respect to the pending proxy
contest for removal of certain directors of the Company, on May 27, 1999,
Messrs. Genger and Barnard J. Gottstein ("Gottstein") sent a letter to Shimon
Eckhouse, Chairman of the Board, President and Chief Executive Officer of the
Company. As stated in the letter (a copy of which is attached hereto as Exhibit
25), Messrs. Genger and Gottstein made the following compromise proposal to Dr.
Eckhouse: (1) fix the Board size at eleven members, (2) remove two current
management directors from the Board, (3) add the three individuals from our six
nominees not affiliated with either of us whom Eckhouse had conceded would be
acceptable additions to the Board, and (4) immediately after the events in
clauses (2) and (3) have occurred, the newly constituted Board would identify
and add two additional individuals to the Board, who have no prior business or
family affiliation with Messrs. Genger and Gottstein, any current Board member
or any current member of management. In the event that two-thirds of the Board
(with Dr. Eckhouse abstaining) is unable to agree upon the addition of two such
individuals by June 7, 1999, ESC shareholders would be entitled to select the
two additional directors from a list of four nominees-two nominated by the
Company and two nominated by Messrs. Genger and Gottstein-at the meeting to be
held on June 23, 1999. Messrs. Genger and Gottstein are awaiting a final reply
from the Company.
Other than as described above and as previously described in the Original
Schedule 13D, the Reporting Persons do not have any present plans or proposals
which relate to or would result
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in (although they reserve the right to develop such plans or proposals) any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
the form of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 25: Letter, dated May 27, 1999, from Messrs. Genger and
Gottstein to Dr. Eckhouse
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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.
Dated: June 1, 1999
/s/ Arie Genger
-------------------------------------------
Arie Genger
TPR INVESTMENT ASSOCIATES, INC.
By: /s/ Arie Genger
---------------------------------------
Arie Genger, President
TRANS-RESOURCES, INC.
By: /s/ Arie Genger
---------------------------------------
Arie Genger, Chairman of the Board
HAIFA CHEMICALS HOLDINGS LTD.(1)
By: /s/ Arie Genger
---------------------------------------
Arie Genger
/s/ Thomas G. Hardy
---------------------------------------
Thomas G. Hardy
- --------
(1) pursuant to power of attorney
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EXHIBIT INDEX
Exhibit
Number Title Page
------ ----- ----
25 Letter, dated May 27, 1999, from Messrs. 6
Genger and Gottstein to Dr. Eckhouse
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Exhibit 25
May 27, 1999
Dr. Shimon Eckhouse
ESC Medical Systems Ltd.
P.O. Box 240
Yokneam Industrial Park
Yokneam, Israel 20692
Dear Dr. Eckhouse:
While we welcome the settlement reached in Israeli court yesterday moving
the annual meeting date to June 23 from July 15 and consolidating it with the
extraordinary meeting which we have called, we continue to believe that the
shareholders would be best served by reaching an understanding with the current
board, enabling us all to avoid an expensive and distracting proxy contest.
Let us be perfectly clear: the issue at stake is NOT who controls the
Company but, rather, assuring the shareholders that an independent Board of
Directors committed to protecting and servicing their best interest is in place.
This cannot be achieved by the proposal in your letter of May 24, 1999.
Your proposal simply does not meet the requirement that the Board be fully and
totally independent and, therefore, not designated by the current Board or by
management. In addition, your proposal would create a potential for deadlock,
since the Board would be comprised of an even number of directors.
While we are not willing to compromise the objective that the vital
interest of the shareholders be paramount, we are willing to make the following
counterproposal in the expectation that your acceptance enables us all to avoid
the distraction of a proxy contest and enables the Company to utilize all of its
resources on its business:
1. The Board size would be fixed at eleven members;
2. Effective immediately, the two management directors, Hillel Bachrach
and Karen Sarid, would tender their resignations from the Board;
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3. Since your proposal indicates that you find Aharon Dovrat, Philip
Friedman and Mark H. Tabak acceptable additions to the Board, all
three individuals would be immediately added to the Board; and
4. Immediately after the removal and addition to the Board of the
individuals set forth in clauses (2) and (3) above, the newly
constituted Board would work together in order to identify and add two
additional independent individuals to the Board in order to create an
eleven-member Board. Neither individual would have had any prior
business or family affiliation with us, any current Board member or
any current member of management. If two-thirds of the Board (with you
abstaining) agree on the two additional candidates, then they would be
added immediately to the Board. In the event that two-thirds of the
non-management Board members are unable to identify and agree upon the
addition of two such individuals by June 7, 1999, the presently
existing Board would be entitled to identify two nominees to the
Board, and we would be entitled to identify two nominees to the Board.
The four nominees would then be presented to the shareholders for a
vote at the shareholders meeting scheduled for June 23, 1999. With
respect to the four nominees, the two nominees receiving the largest
number of affirmative votes at the meeting would then be added to the
Board. Both sides will agree to support the election of all other then
current directors at the meeting.
Your acceptance and implementation of this proposal would result in a
deadlock-free Board consisting of eleven members, a majority of whom would be
truly independent of management and of us.
By now, I hope that it is unequivocally clear to you -- as I expect it will
be to our fellow shareholders -- that the sole object is to enhance and deliver
value to the Company's shareholders. We are not seeking to take control of the
Company.
If your Board agrees with our proposal at its meeting on Friday May 28, we
can move toward its prompt implementation and avoid the unnecessary expense of a
proxy contest.
We look forward to your reply.
Very truly yours,
/s/ Arie Genger /s/ Barnard J. Gottstein
cc: ESC Board of Directors
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