<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
April 14, 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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<PAGE> 2
This Amendment No. 4 (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 and Amendment No. 3 filed on March 26, 1999 (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 Schedule 13D is hereby amended and supplemented as
follows:
On April 14, 1999, Genger and Mr. Barnard J. Gottstein ("Gottstein")
commenced mailing solicitation materials to ADP and to shareholders of the
Company for the purposes set forth in such solicitation materials attached as
Exhibit 10, Exhibit 11 and Exhibit 12, all of which are incorporated by
reference herein. The legal representative of Messrs. Genger and Gottstein
intends to send on April 15, 1999 a letter addressed to each of the Company's
directors demanding that the Company convene an Extraordinary General Meeting
pursuant to the Company's Articles of Association for the purposes set forth in
such solicitation materials. A copy of the form of demand letter is attached
hereto as Exhibit 13.
Messrs. Genger and Gottstein intend to continue to have discussions
with other shareholders of the Company regarding their proposal and to seek
shareholder support.
Other than as described above and as previously described in the
Schedule 13D, the Reporting Persons do not have any present plans or proposals
which relate to or would result 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.
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<PAGE> 3
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 10: Letter, dated April 12, 1999, from Messrs. Genger and
Gottstein to the shareholders of the Company
Exhibit 11: Form of Revocable Proxy and Instrument of Appointment
Exhibit 12: Proxy Information Statement
Exhibit 13: Form of Demand Letter, dated April 15, 1999, from
the legal representative of Messrs. Genger and
Gottstein to the directors of the Company.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: April 14, 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
Page 3 of 23
<PAGE> 4
HAIFA CHEMICALS HOLDINGS LTD.(1)
BY:/S/ ARIE GENGER
ARIE GENGER
/S/ THOMAS G. HARDY
THOMAS G. HARDY
- --------
(1) PURSUANT TO POWER OF ATTORNEY
Page 4 of 23
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER Title Page
-------------- ----- ----
<S> <C> <C>
10 Letter, dated April 12, 1999, from Messrs.
Genger and Gottstein to the shareholders of
the Company 6
11 Form of Revocable Proxy and Instrument of
Appointment 12
12 Proxy Information Statement 15
13 Form of Demand Letter, dated April 15, 1999, from
the legal representative of Messrs. Genger and
Gottstein to the directors of the Company. 21
</TABLE>
Page 5 of 23
<PAGE> 1
Exhibit 10
Open Letter to Shareholders of
ESC Medical Systems Ltd. (the "Company")
April 12, 1999
IT'S TIME FOR A CHANGE
Dear Fellow ESC Shareholder:
As two of the largest shareholders of your Company and ours, we are
writing to request your support for what we believe is a much-needed change in
the direction and management of the Company. As successful businessmen with
over sixty years of collective experience with public and private companies
(please refer to the enclosed Proxy Information Statement for a summary of our
background), we have watched with amazement as the market value of the Company
has decreased from approximately $940(1) million at the end of the second
quarter of 1998 to approximately $198(2) million on March 25, 1999.
In fact, the Company's stock price has fallen from a high of $46.50
on June 14, 1996, to a low of $4.75 as recently as February 24, 1999, a decline
of over $41.00 per share. Even more disturbing is that during the past three
quarters, earnings per share have plummeted from $0.48(3) to $0.05(4). Such a
precipitous decline in the market value of the Company and its performance
without public warning or explanation from management until just prior to its
end of the relevant period has led certain members of the financial community to
express overt concern that management is not credible. For example, Donaldson
Lufkin & Jenrette's research report, dated October 21, 1998, states, "Indeed,
institutional sponsorship [of ESC] appears to be almost non-existent at this
juncture given management's lack of credibility after the Q3 mishap." And, to
our knowledge, after the third quarter earnings announcement, ESC's stock was
downgraded or coverage was discontinued by most, if not all, major investment
banks.
Accordingly, we have concluded that the Company lacks the
professional expertise and the appropriate oversight by a board of directors
that a public company of its size and potential requires. During the past
months, we have had numerous conversations with management and members of the
Board with regard to ways to improve management and the Board in order to
restore credibility and shareholder value. On almost every occasion that we have
discussed these matters, we have been assured that needed changes would be
forthcoming. In fact, our representative on the Board, Tom Hardy, the president
and chief operating officer of Trans-Resources, Inc. and former principal of
McKinsey & Co. (a well-known international management consulting firm), sent a
letter several months ago to Shimon Eckhouse, the chief
Page 6 of 23
<PAGE> 2
executive officer of the Company, detailing these and other concerns. He
recommended a course of action to address these issues. The letter, however, was
apparently to no avail.
Even after a majority of outside directors indicated their desire to
pursue certain corrective actions, these changes were never implemented. For
example, it was agreed that an executive committee would be established, with
Mr. Hardy as chairman, to more effectively monitor management and revitalize the
Board's supervisory role. However, such a committee has never been formed.
In addition, management has taken actions, which in our experience
are normally reserved for the Board, without its prior approval. For example,
management issued a press release stating that the Company had determined to
retain a financial advisor to assist the Board in studying strategic
alternatives and to enhance shareholder value. When Mr. Hardy, in his role as a
director of ESC asked to see a copy of the engagement letter or to get an
explanation of its scope, purpose, and cost, he was advised that that
information was not yet available for Board review.
While we, like all other shareholders, would like to maximize
shareholder value, we believe that certain decisions should be made only after
full consideration and review by the Board of Directors. We do not believe that
a board of directors exists simply in order to give after-the-fact-rubber stamps
to management's wishes. Management's unilateral actions and the Board's
non-reaction provide further evidence to us of the existing directors' inability
to act independently of management.
Such actions taken and such statements made by management on behalf
of the Company only serve to reinforce our view that fundamental changes are
needed. This can only begin with the restructuring of the Board of Directors of
the Company so that it will properly monitor management's conduct. Specifically,
we propose adding truly independent representatives who are in no way beholden
to management. Indeed, we believe a new board should have as one of its first
agenda items the question of whether changes and/or additions to management are
necessary or desirable. In our opinion, such review should include consideration
of the need for a change of the chief executive officer. We are concerned that
the present Board may be unwilling to consider such a change at a time when we
believe a truly independent Board would give such a course of action serious
thought. We are not necessarily recommending removal of Dr. Eckhouse from any
role in the Company. Rather, we seek a truly independent Board of Directors to
make an honest and objective evaluation of the strengths and weaknesses of
current management and to end what we perceive as one-man rule of the Company.
Perhaps as a result of our actions, the Company has indicated that
it may be willing to add directors and is retaining a search firm at
considerable expense to find them. Clearly this effort, if serious, is too
little, too late. A new board which consists of a majority of the present
directors or their nominees would not in our judgment represent a significant
improvement. Also, while management and the Board have both recognized the need
for a chief operating officer and have indicated that they would actively seek
to install one, that assurance can also be counted as
Page 7 of 23
<PAGE> 3
another unfulfilled promise. Moreover, even if a chief operating officer were
recruited, we question whether that person would be vested with any real
authority. That is why we are recommending that a majority of independent
directors named by shareholders rather than by the current Board or management
be put in place to address these and other critical issues facing the Company.
The time for change has come and is perhaps long overdue. We believe
the individuals we have proposed as new directors will enable the Company to
benefit from the level of professionalism and proper corporate governance
expected of a public company, both of which are essential for the Company's
future success. Also, we believe that, if appropriate, a restructured Board
could better pursue strategic alternatives. If it did, maximizing shareholder
value, rather than entrenching the present Board and/or management, would be the
driving force behind their decision-making process. We feel strongly that the
individuals we have proposed bring together the necessary experience, dedication
and impeccable credentials for the task at hand.
Our intention is not to acquire control of the Company. Rather, we,
like you, want to see the value of our investment in the Company restored and
its growth and development potential materialize.
We would challenge anyone to claim that the proposed nominees are
not independent. With their expertise and diverse backgrounds, we are confident
that an honest evaluation of management's strengths and weaknesses can be
undertaken, and that the Company's credibility can be restored. Without the
replacement of the current Board, however, we have little confidence that the
needed changes to increase profitability and restore credibility can occur.
Promises have been made too many times and not kept for us to have any
confidence that the current Board and management can solve the problems at hand.
Pursuant to Section 109 of the Israel Companies Ordinance, we, as
shareholders with an interest in excess of 15% of the Company's ordinary shares
currently outstanding, have the right to require an extraordinary general
meeting of shareholders which must then be held between 7 and 21 days after our
formal request. It is our intention to make such a request shortly. Accordingly,
we are soliciting your proxy to vote at this extraordinary general meeting for
the purpose of replacing all current directors other than Shimon Eckhouse and
Tom Hardy with six nominees identified in the enclosed Proxy Information
Statement. As stated above, we believe the individuals we have proposed to
constitute the restructured Board include prominent, highly qualified
individuals in the business community in the United States and Israel. The
enclosed Proxy Information Statement summarizes their experience.
We hope we can count on your support. If you wish to support our
efforts, please execute the enclosed proxy, and please return it in the
accompanying self-addressed, postage-paid envelope at your earliest convenience.
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<PAGE> 4
We thank you for your consideration.
Sincerely,
/s/ Barnard J. Gottstein /s/ Arie Genger
Page 9 of 23
<PAGE> 5
Any questions or requests for assistance or additional copies of this Open
Letter to Shareholders, the Revocable Proxy and Instrument of Appointment, the
Proxy Information Statement and any other related materials may be directed to
the Information Agent at the address and telephone number set forth below.
Shareholders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning Mr. Genger's and Mr.
Gottstein's proposal (the "Proposal").
THE INFORMATION AGENT FOR THE PROPOSAL IS:
MACKENZIE
PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE: (800) 322-2885
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<PAGE> 6
ENDNOTES
1. Reflects a closing price of $33.75 and approximately 27.8 million
shares outstanding (represents the weighted average number of shares
outstanding during the quarter ended June 30, 1998 (diluted)) on
June 30, 1998.
2. Reflects a closing price of $7.25 and approximately 27.3 million
shares outstanding on March 25, 1999 (based upon the list of
shareholders provided to us by the Company, dated March 25, 1999).
This closing price includes a significant increase following our
letter requesting a change in the Board of Directors.
3. For the quarter ended June 30, 1998 (represents EPS (diluted) from
operating income, excluding merger expenses).
4. For the quarter ended December 31, 1998 (represents EPS (diluted)
from operating income, excluding merger expenses and R&D in process
write-oft).
Page 11 of 23
<PAGE> 1
Exhibit 11
THIS PROXY IS SOLICITED ON BEHALF OF
ARIE GENGER AND BARNARD J. GOTTSTEIN
ESC MEDICAL SYSTEMS LTD.
REVOCABLE PROXY
The undersigned shareholder of ESC MEDICAL SYSTEMS LTD., an
Israeli corporation (the "Company"), hereby appoints Michael Zellermayer and
Yoram Ashery (of Zellermayer & Pelossof, Advocates, Tel Aviv, Israel), or either
of them, as proxies for the undersigned, each with full power of substitution to
act at any Extraordinary General Meeting (as such term is defined under Section
109 of the Israel Companies Ordinance) of the Company and at any adjournment(s)
or postponement(s) thereof called for the purpose of removing any or all of the
then-current directors from the Board of Directors of the Company (the "Board")
(other than Thomas Hardy and Shimon Eckhouse) and electing the nominees set
forth below to the Board, and for the purpose of electing any additional
nominees selected by Mr. Zellermayer and/or Mr. Ashery (up to a maximum number
of six additional nominees) to fill any and all vacancies created by the
then-current Board from the date hereof through the date of any such
Extraordinary General Meeting, and to transact such other business as may
properly come before such Meeting or any adjournment(s) or postponement(s)
thereof. The undersigned further agrees that, at any such Extraordinary General
Meeting and at any adjournment(s) or postponement(s) thereof, Mr. Zellermayer
and Mr. Ashery shall be entitled to cast on behalf of the undersigned all votes
that the undersigned is entitled to cast at such Extraordinary General Meeting
and otherwise to represent the undersigned at the Extraordinary General Meeting,
with the same effect as if the undersigned were present. The undersigned hereby
revokes any proxy previously given with respect to such shares for such Meeting.
This proxy will be voted FOR proposal 1 and proposal 2 set forth as follows,
and, in the event that any matters properly come before such Meeting, it is the
intention of Mr. Zellermayer and Mr. Ashery to vote such proxies in accordance
with their, or either of their, discretionary authority to act in their, or
either of their, best judgment:
1. To remove all directors of the Board of Directors of the
Company (other than Thomas Hardy and Shimon Eckhouse)
and to elect the following six directors to serve until
the next annual general meeting and until their
successors are duly elected and qualify.
Nominees: Aharon Dovrat, Philip Friedman, Darrell S.
Rigel, M.D., S.A. Spencer, Mark H. Tabak and
Professor Zehev Tadmor.
2. To elect any other director nominated by Mr. Zellermayer
and/or Mr. Ashery (up to a maximum number of six
additional directors) to fill any and all vacancies
created by
Page 12 of 23
<PAGE> 2
the then-current Board from the date hereof through the date
of any such Extraordinary General Meeting.
3. To transact such other business as may properly come before
the Meeting or any adjournment(s) or postponement(s) thereof.
The undersigned may revoke his or her instrument appointing a
proxy at any time before voting by filing a notice of revocation with Mr.
Zellermayer or Mr. Ashery, by filing a later dated instrument appointing a proxy
with Mr. Zellermayer or Mr. Ashery or by voting in person at the Extraordinary
General Meeting. This proxy will be revoked automatically if the Extraordinary
General Meeting for which this proxy is being executed has not been held within
120 days from the date hereof.
In furtherance of this proxy, the undersigned is executing an
Instrument of Appointment in accordance with Section 33 of the Articles of
Association of the Company.
Signature_______________________________
Signature if held jointly____________________
Dated __________________ 1999.
Please sign exactly as your name appears hereon and date. If the shares are held
jointly, each holder should sign. When signing as an attorney, executor,
administrator, trustee, guardian or as an officer, signing for a corporation or
other entity, please give full title under signature.
Page 13 of 23
<PAGE> 3
SOLICITED ON BEHALF OF ARIE GENGER AND BARNARD J. GOTTSTEIN
ESC MEDICAL SYSTEMS LTD.
INSTRUMENT OF APPOINTMENT
I _______________________ of ___________________________
(Name of Shareholder) (Address of Shareholder)
being a member of ESC Medical Systems Ltd. hereby appoint Michael Zellermayer
and Yoram Ashery of Zellermayer & Pelossof Advocates, Europe House, 37 King
Shaul Boulevard, Tel-Aviv, Israel 64928, or either of them, as my proxy to vote
for me and on my behalf, each with full power of substitution to act at the
Extraordinary General Meeting of the Company to be held on a date to be
specified by the Company or Messrs. Genger and Gottstein, and at any
adjournment(s) or postponement(s) thereof.
This Instrument of Appointment may be revoked at any time before voting
by filing a notice of revocation with Mr. Zellermayer and/or Mr. Ashery, by
filing a later dated Instrument of Appointment with Mr. Zellermayer and/or Mr.
Ashery or by voting in person at the Extraordinary General Meeting.
Signed this _________ day of ____________________, 1999.
_____________________________
(Signature of Appointer)
Page 14 of 23
<PAGE> 1
Exhibit 12
----------
PROXY INFORMATION STATEMENT
This Proxy Information Statement is being furnished by Mr. Arie Genger
and Mr. Barnard J. Gottstein to the shareholders of ESC Medical Systems Ltd., an
Israeli corporation (the "Company"), in connection with the solicitation of
proxies in the form enclosed herewith for use at the Extraordinary General
Meeting (as such term is defined under the Company's Articles of Association) of
the Company (the "Meeting") to be called for the purposes of (i) removing any or
all of the then-current directors from the Board of Directors of the Company
(the "Board") (other than Mr. Thomas Hardy and Dr. Shimon Eckhouse) and electing
the nominees set forth below under the Section "Proxy Information Statement
Concerning the Nominees to the Board of Directors of the Company," (ii) electing
any additional nominees (up to a maximum number of six additional nominees)
selected by the individuals to be appointed as proxies, Mr. Michael Zellermayer
and/or Mr. Yoram Ashery (of Zellermayer & Pelossof, Advocates, Tel Aviv,
Israel), or either of them, to fill any and all vacancies created by the
then-current Board from the date hereof through the date of any such Meeting and
(iii) transacting such other business that may properly come before the Meeting
or any adjournment(s) or postponement(s) thereof. This Proxy Information
Statement should be read in conjunction with the accompanying materials, all of
which is incorporated by reference herein.
Holders of record of the Ordinary Shares of the Company (the "Ordinary
Shares") as of the close of business on the record date (to be set by the
Company) are entitled to receive notice of, and to vote at, the Meeting.
Pursuant to the Company's Articles of Association, the holders of a majority of
the voting power represented at a General Meeting in person or by proxy and
voting thereon at such Meeting shall be entitled to remove any directors(s) from
office, to elect directors instead of directors so removed or to fill any
vacancy, however created, in the Board of Directors.
Shares represented by proxies in the form enclosed, if the proxies are
properly executed and returned and not revoked, will be voted as specified. When
no specification is made on a properly executed and returned proxy, the shares
will be voted FOR the removal of all directors of the Board of Directors of the
Company (other than Thomas Hardy and Shimon Eckhouse) and FOR the election of
all of the nominees for directors listed below under the Section "Proxy
Information Statement Concerning the Nominees to the Board of Directors of the
Company" and, if applicable, FOR the election of any other director nominated by
Mr. Zellermayer and/or Mr. Ashery (up to a maximum number of six additional
directors) to fill any and all vacancies created by any new directorships added
to the current Board from the date hereof through the date of any such Meeting
(thereby avoiding the possibility of management's disfranchising shareholders by
increasing the number of directors and filling vacancies with management's
nominees). Neither Mr. Zellermayer nor Mr. Ashery has been informed of any
matters to come before the Meeting other than the matters referred to in this
Proxy Information Statement. If, however, any matters properly come before the
Meeting, it is the intention of each of Mr. Zellermayer and Mr. Ashery to vote
such proxies in accordance with their, or either of their, discretionary
Page 15 of 23
<PAGE> 2
authority to act in their, or either of their, best judgment. To be voted,
proxies must be filed with Mr. Zellermayer or Mr. Ashery prior to voting through
a proxy solicitation service or otherwise. Proxies may be revoked before voting
by filing a notice of revocation with Mr. Zellermayer or Mr. Ashery, by filing a
later dated instrument appointing a proxy with Mr. Zellermayer or Mr. Ashery or
by voting in person at the Meeting. In addition, a proxy will be revoked
automatically if the Meeting for which such proxy is being executed has not been
held within 120 days from the date on which such proxy is executed.
Your vote is important. Please complete, date, sign and return the
enclosed proxy and Instrument of Appointment as promptly as possible in order to
ensure your representation at the Meeting. A return envelope (which is
postage-prepaid) is enclosed for that purpose. Even if you have given your proxy
and Instrument of Appointment, you may still vote in person if you attend the
Meeting. Please note, however, that if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the Meeting, you must
obtain from the record holder a proxy issued in your name.
Page 16 of 23
<PAGE> 3
PROXY INFORMATION STATEMENT CONCERNING
THE NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY
The nominees for membership on the Board, named in the table below,
have furnished to Mr. Genger and Mr. Gottstein the following information
concerning their principal occupations, business addresses and other matters.
The nominees are Aharon Dovrat, Philip Friedman, Darrell S. Rigel, M.D., S.A.
Spencer, Mark H. Tabak and Professor Zehev Tadmor (collectively, the
"Nominees"). Other than Mr. Dovrat, all of the nominees are United States
citizens or residents and, as a result, the Company may become subject to the
U.S. securities laws in the same manner as U.S. companies. Except as disclosed
herein, (a) none of the Nominees has ever served as an officer, director or
employee of the Company, and (b) there are no arrangements or understandings
between any Nominee and any other person pursuant to which he was selected as a
Nominee or director of the Company.
Biographical Information
- ------------------------
Aharon Dovrat. Mr. Dovrat, age 67, is the founder and chairman of
Dovrat & Company, Ltd., a privately-held investment company, and the founder and
chairman of Isal, Ltd., a publicly-traded investment company, since their
inception in January 1999. Between 1991 and December 1998, Mr. Dovrat served as
chairman of Dovrat, Shrem & Company, Ltd., a company publicly traded on the
Tel-Aviv Stock Exchange that divides its operations into the areas of investment
banking and direct investment funds management, underwriting, securities and
brokerage services, real estate and industry. Between 1965 and 1991, Mr. Dovrat
served as president and chief executive officer of Clal (Israel) Ltd., a holding
company which, by 1991, had become Israel's largest independent conglomerate,
with capital of over $400 million and aggregate annual sales in excess of $2.5
billion. Mr. Dovrat serves as a member of the board of directors of OSHAP
Technologies Ltd., a software company, of Technomatix Technologies Ltd., a
software company, and of Delta Galil Ltd., a textile company. Mr. Dovrat's
address is c/o Dovrat & Company, Ltd., 37 Shaul Hamelech Boulevard, Tel-Aviv,
Israel 64928.
Philip Friedman. Mr. Friedman, age 50, is the founder, president and
chief executive officer of Computer Generated Solutions, Inc., a privately-held
company founded by Mr. Friedman in 1984 that specializes in providing
comprehensive computer technology and business solutions to companies across the
globe in a wide variety of industries. Mr. Friedman's address is c/o Computer
Generated Solutions, Inc., 1675 Broadway, New York, New York 10019.
Darrell S. Rigel, M.D. Dr. Rigel, age 48, has been a faculty member at
New York University Medical School ("NYU") since 1979, and is currently a
physician and Clinical Professor of Dermatology at NYU, and is also an Adjunct
Professor of Dermatology at Mt. Sinai School of Medicine in New York City. In
1996, Dr. Rigel founded Interactive Horizons, Inc., a privately-held company in
the industry of interactive computer systems for which Dr. Rigel serves as its
president. Dr. Rigel's address is 35 East 35th Street, #208, New York, New York
10016.
Page 17 of 23
<PAGE> 4
S.A. Spencer. Mr. Spencer, age 67, is the founder, chief executive
officer and principal investor of Holding Capital Group, LLC, a private LBO,
MBO, venture capital and investment firm founded by Mr. Spencer in 1976. Mr.
Spencer serves as a member of the board of directors of Trans-Resources, Inc., a
company founded by Mr. Arie Genger. Mr. Spencer's address is c/o Holding Capital
Group, LLC, 104 Crandon Boulevard, Suite 419, Key Biscayne, Florida 33149.
Mark H. Tabak. Mr. Tabak, age 49, is the founder, president and chief
executive officer of International Managed Care Advisors, LLC, a company Mr.
Tabak founded in 1996 that invests in and develops managed care-type delivery
systems addressing mainly primary care needs in Latin America, Western and
Central Europe and Asia, among other regions. Mr. Tabak is also presently
affiliated with Capital Z Partners, a $3 billion fund focusing on investing in
healthcare, insurance and financial services. Between 1993 and July 1996, Mr.
Tabak served as president of AIG Managed Care, Inc., a subsidiary of American
International Group. Between 1990 and 1993, Mr. Tabak served as president and
chief executive officer of Group Health Plan. Between 1986 and 1990, Mr. Tabak
served as president and chief executive officer of Clinical Pharmaceuticals,
Inc., a pharmacy benefit management company founded by Mr. Tabak in 1986.
Between 1982 and 1986, Mr. Tabak served as president and chief executive officer
of HealthAmerica Development Corporation. Mr. Tabak serves as a director and as
a member of the audit committee of Ceres Group, a company that specializes in
the health insurance industry. Mr. Tabak's address is c/o Capital Z Partners,
One Chase Manhattan Plaza, 44th Floor, New York, New York 10005.
Professor Zehev Tadmor. Professor Tadmor, age 62, is serving as a
Distinguished Institute Professor at the Department of Chemical Engineering at
the Technion Israel Institute of Technology, Israel's major technological
scientific research university (the "Technion"), which he joined in 1968, and
has served as the chairman of the board of the S. Neaman Institute for Advanced
Studies in Science & Technology at the Technion since October 1998. Between
October 1990 and September 1998, Professor Tadmor served as president of the
Technion. Professor Tadmor serves as a member of the board of directors of Haifa
Chemicals Ltd., a chemical and fertilizer company and a wholly-owned subsidiary
of Trans-Resources, Inc., a company founded by Mr. Genger. Professor Tadmor also
serves as a member of the Technological Advisory Council of Publicard. Professor
Tadmor's address is 62 Tishbi Street, Haifa, Israel 34523.
The Nominees have consented to serve as directors, if elected. In the
event a Nominee named in this Proxy Statement is unable to serve or will not
serve as a director of the Company, Michael Zellermayer and Yoram Ashery, or
either of them, will vote the proxies solicited hereby at the Meeting for a
substitute nominee to be selected by Mr. Zellermayer and Mr. Ashery, or either
of them, in their discretion.
Stockholdings in the Company
- ----------------------------
None of the Nominees beneficially own any ordinary shares of the
Company, except as follows:
Page 18 of 23
<PAGE> 5
Mr. Dovrat beneficially owns an aggregate of 20,000 ordinary shares
(less than 1% of the 27,301,339 ordinary shares issued and outstanding as of
March 25, 1999). Mr. Dovrat has sole voting and dispositive power with respect
to all of such ordinary shares.
Mr. Friedman beneficially owns an aggregate of 25,000 ordinary shares
(less than 1% of the 27,301,339 ordinary shares issued and outstanding as of
March 25, 1999). Mr. Friedman shares voting and dispositive power with his wife
with respect to all of such ordinary shares.
Mr. Spencer beneficially owns an aggregate of 11,000 ordinary shares
(less than 1% of the 27,301,339 ordinary shares issued and outstanding as of
March 25, 1999). Mr. Spencer shares voting and dispositive power with his wife
with respect to all of such ordinary shares.
Relationships and Related Transactions
- --------------------------------------
Transactions with Management and Others. Except as otherwise disclosed
in this Proxy Information Statement, none of the Nominees is currently involved,
or has been involved since January 1, 1998, in any transaction, series of
transactions or proposed transactions to which the Company or any of its
subsidiaries, Mr. Gottstein or Mr. Genger (including, without limitation,
Trans-Resources, Inc. and its subsidiaries) was or is to be a party.
Certain Business Relationships. Except as set forth below, none of the
Nominees is currently, or has been since January 1, 1998, involved in any
business relationship with the Company or any of its subsidiaries, Mr. Gottstein
or Mr. Genger (including, without limitation, Trans-Resources, Inc. and its
subsidiaries).
Mr. Spencer serves as a member of the board of directors of
Trans-Resources, Inc., a company founded by Mr. Arie Genger, for which he
receives $15,000 annually. In addition, Mr. Spencer's firm provides
investment banking advice to Trans-Resources, Inc., for which his firm has
received no compensation since January 1, 1998.
Professor Tadmor serves as a member of the board of directors of
Haifa Chemicals Ltd., a wholly-owned subsidiary of Trans-Resources, Inc.,
for which he receives $15,000 annually. In addition, Professor Tadmor is a
scientific technological consultant to Trans-Resources, Inc. for which he
receives a retainer fee on a month-to-month basis.
Indebtedness of Management. None of the Nominees has been indebted to
the Company or any of its subsidiaries, Mr. Gottstein or Mr. Genger (including,
without limitation, Trans-Resources, Inc. and its subsidiaries) since January 1,
1998.
Page 19 of 23
<PAGE> 6
PROXY INFORMATION STATEMENT CONCERNING
PERSONS MAKING THE PROPOSAL
Arie Genger, age 54, is the Chairman and Chief Executive Officer of
Trans-Resources, Inc. ("TRI"), a privately-owned chemical and fertilizer company
that he founded in 1985. TRI has 13 manufacturing plants in the United States,
Canada, France, Hungary, Spain and Israel. Through TRI, Mr. Genger is one of the
largest foreign private investors in the State of Israel. In 1989, at the
invitation of Laser Industries Limited's ("Laser") management, TRI purchased the
largest single block of shares in Laser. At the time, Laser had a market
capitalization of about $10 million and was teetering on the verge of
bankruptcy. Shortly after purchasing the dominant ownership position in Laser,
the new board overhauled management and refocused it on both a sales growth and
an application diversification effort. The initiatives adopted by management
enabled Laser to grow sales and net income (loss) from $28.9 million and ($17.2)
million in 1989 to $58.7 million and $8.8 million in 1996, respectively. In the
beginning of 1998, Laser merged with ESC at a valuation of about $245.1 million.
Prior to founding TRI, Mr. Genger was recruited from the United States to join
the Israeli government as both the assistant defense and economic minister in
1981.
Barnard J. Gottstein, age 73, is a founding investor in the Company.
In addition, in 1949 and just out of college, Mr. Gottstein took over management
of J.B. Gottstein & Co., an Alaskan wholesale grocery company founded by his
father in 1915. With Mr. Gottstein as Chairman and President, the company
eventually became the largest wholesale grocery distributor in Alaska. In 1974,
Mr. Gottstein merged his wholesale business with a grocery store chain to form
Carr-Gottstein, Inc. The wholesale/retail grocery business became the dominant
food supplier in Alaska with annual sales of $550 million and 2,600 employees.
Also, the company created Carr-Gottstein Properties, which became the largest
real estate developer and owner in Alaska. In 1990, the grocery wholesale and
retail operations were sold for $300 million, but Mr. Gottstein still owns and
remains active in Carr-Gottstein Properties. Since 1990, Mr. Gottstein has
become an investor in many publicly- and privately-held companies, including the
Company. In 1992, Mr. Gottstein began investing in the Company, and since then
has watched the Company's progress with great interest.
Page 20 of 23
<PAGE> 1
Exhibit 13
----------
April 15, 1999
By personal delivery to all directors named
in the attached list, and to the registered office
of the company named below
Dear Director,
Requisition to Convene an Extraordinary General Meeting
We, the holders of more than 10% of the Ordinary Shares, par value NIS
0.10 per share, of ESC Medical Systems Ltd. (the "Company"), hereby demand, by
virtue of our right under Section 109 of the Companies Ordinance [New Version],
1983 and Article 24 of the Company's Articles of Association, to duly and
immediately convene an Extraordinary General Meeting of the shareholders of the
Company (the "Meeting").
The general purpose of the Meeting is to remove from office all
current directors of the Company, with the exception of Mr. Thomas Hardy and Dr.
Shimon Eckhouse, and to elect in their stead the following nominees (the
"Nominees") as directors:
1. Aharon Dovrat
2. Philip Friedman
3. Darrell S. Rigel, M.D.
4. S.A. Spencer
5. Mark H. Tabak
6. Professor Zehev Tadmor
Attached is a proxy information statement concerning the Nominees as
customarily provided by the Company to its shareholders upon proposing the
election of directors.
Page 21 of 23
<PAGE> 2
Should you have any questions whatsoever with respect to the above
please contact Adv. Michael Zellermayer, of Zellermayer & Pelossof, at Europe
House, 37 King Shaul Blvd., Tel Aviv, Israel. Very truly yours,
Barnard Jacob Gottstein TTEE
By:
Title:
Trans-Resources, Inc.
By:
Title:
Haifa Chemical Holdings Ltd.
By:
Title:
TPR Investment Associates, Inc.
By:
Title:
Cc: Michael Zellermayer, Adv.
Joseph J. Giunta, Esq.
Edward Klimerman, Esq.
Gene Kleinhendler, Esq.
Page 22 of 23
<PAGE> 3
PROXY INFORMATION STATEMENT
A copy is attached as Exhibit 12 to this Schedule 13D
Page 23 of 23
