SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
ESC Medical Systems Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.10 par value per Share
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(Title of Class of Securities)
M40868107
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(CUSIP Number)
Edward Klimerman, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
(212) 698-7700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 21, 1999
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(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. 15 (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, Amendment No. 8
filed on May 21, 1999, Amendment No. 9 filed on June 2, 1999, Amendment No. 10
filed on June 3, 1999, Amendment No. 11 filed on June 16, 1999, Amendment No. 12
filed on June 17, 1999, Amendment No. 13 filed on June 18, 1999 and Amendment
No. 14 filed on June 21, 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 June 21, 1999, Messrs. Genger and Barnard J. Gottstein issued a press
release commenting on the Company's dismal performance during the past several
months. A copy of the press release is attached hereto as Exhibit 34 and is
incorporated herein by reference.
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.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following exhibit:
Exhibit 34: Press release, dated June 21, 1999
Page 2 of 7 Pages
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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 21, 1999
/s/ Arie Genger
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Arie Genger
TPR INVESTMENT ASSOCIATES, INC.
By: /s/ Arie Genger
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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
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(1) Pursuant to power of attorney
Page 3 of 7 Pages
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EXHIBIT INDEX
Exhibit
Number Title Page
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34 Press Release, dated June 21, 1999 5
Page 4 of 7 Pages
Exhibit 34
FOR IMMEDIATE RELEASE
Contact:
Larry Dennedy
MacKenzie Partners, Inc.
212-929-5500
MESSRS. GENGER AND GOTTSTEIN STATE
ESC'S CURRENT BOARD DOESN'T DESERVE A SECOND CHANCE
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June 21, 1999, New York, New York - - Arie Genger and Barnard J. Gottstein, two
of the largest shareholders of ESC Medical Systems, Ltd., (Nasdaq: ESCMF) with
over 17% of the shares outstanding, today issued the following statement
summarizing the Company's inexcusable conduct and dismal record during the past
several months:
"As ESC shareholders, we are enraged about the way we have been treated by
the current Board and management. At every opportunity, they have misrepresented
our intentions and the facts surrounding our proxy contest and have tried to
stop us from convening a shareholders' meeting. Rather than having a Board who
would stoop so low as to make continuous false and misleading statements about
its own shareholders and who would refuse to respond to our concerns about the
Company, we and you deserve to have a Board consisting of individuals who are
able to listen to their company's shareholders and act in the best interest of
their company's shareholders.
In addition, given the embarrassing performance record of our current Board
and management, we do not see how any ESC shareholder would want to vote the
current Board back into office.
THE CHOICE IS YOURS!
Consider the following facts:
* ESC's stock price, which at one time closed as high as $46.50 per share, is
currently trading between $5.50 and $6.00 per share.
* According to ESC's financial report for the quarter ended March 31, 1999,
ESC reported inventory write-offs of $16.6 million - representing about 27%
of the $62.1 million in inventory reported as of December 31, 1998 and the
full Board has yet to receive an explanation!
* In the first quarter of 1999, sales plummeted from $59.5 million to $31.3
million when compared with the same quarter in 1998 - a 47.4% decrease!
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* In the first quarter of 1999, on top of charges of $30.8 million, ESC still
reported a loss of $9.8 million - amounting to an annual on-going loss rate
of almost $40 million.
* In the first quarter of 1999, while sales decreased by a whopping 47.4%,
selling & marketing, general and administrative expenses increased to 75.5%
of sales compared with 35% for the same quarter in 1998.
* After releasing its dismal first quarter results, ESC did not host any type
of analyst meeting, at which investors could have raised questions and
sought explanations for such poor financial results. Historically ESC has
held such meetings and answered questions what are they trying to hide.
* More than three months ago, Eckhouse announced ESC had retained Warburg
Dillon Read LLC as ESC's "financial advisor." To date, all attempts to find
out the purpose, terms and cost of this retainer agreement have been to no
avail.
* To our knowledge, the current Board is retaining no fewer than four
separate law firms through the use of corporate resources - to advise its
directors on how to entrench themselves and save their jobs.
* It appears that Eckhouse has the audacity to plan to vote ESC shares -
shares which were purchased with your money and shares in which he has no
economic interest whatsoever - to keep his job. We believe that up to 2
million shares were purchased without making the necessary filing with the
Securities and Exchange Commission.
* Eckhouse claims that he plans to step down as CEO but will "assume the
responsibility as an ACTIVE Chairman." How can we expect ESC to recruit
highly qualified candidates as CEO if those candidates are aware that their
actions as CEO will be subject to Eckhouse's approval?
* Eckhouse claims he has tried to compromise with us. The truth is that
Eckhouse has refused to agree to any compromise if it would mean that a
majority of the Board would not have been hand-picked by him. Eckhouse just
won't give up control!
* On June 18, 1999, Eckhouse attempted to mislead the public by claiming that
our three motions filed against ESC in Israeli court had been denied when,
in fact, the Israeli court had set a hearing date of June 22, 1999 for two
of our three motions and would set a hearing date for the third motion at a
later date. How can we trust anything that this current Board or management
tells us?
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DON'T ENDORSE THIS OUTRAGEOUS CONDUCT!
As a final note, Eckhouse continues to make false and misleading statements that
Messrs. Genger and Gottstein are attempting to take control of ESC. But consider
this. Between 1989 and 1998, Mr. Genger held the largest percentage of shares of
Laser Industries -- a percentage larger than the percentage Mr. Genger currently
owns of ESC. In 1989, Laser Industries had a market capitalization of about $10
million and was teetering on the verge of bankruptcy. Mr. Genger and the Laser
Board brought in a new management team which successfully turned the company
around. In the beginning of 1998, Laser merged with ESC at a valuation of about
$245.1 million. Clearly, during the ten years of Mr. Genger's involvement as an
interested shareholder and director, Laser Industries prospered and grew
tremendously between 1989 and 1998, and all Laser shareholders benefitted
equally. We believe these facts speak louder than Eckhouse's false and
misleading words."
Messrs. Genger and Gottstein strongly urge all shareholders of ESC to
protect their investment by voting the NEW BLUE PROXY today!
Page 7 of 7 Pages
