SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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 16, 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. 12 (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 and Amendment No. 11 filed on June 16, 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 16, 1999, Messrs. Genger and Barnard J. Gottstein ("Gottstein")
published in an Israeli newspaper a clarification notice regarding the upcoming
Combined Extraordinary and Annual General Meeting of Shareholders of the Company
to be convened on June 23, 1999. In the notice, Messrs. Genger and Gottstein
also announced that so long as their nominees are selected to the Board of
Directors of the Company, they commit to ensure that a majority of the Board
will consist of individuals who have no present or prior business affiliation
with either of them. A copy of the clarification notice to shareholders of the
Company (translated into English) is attached hereto as Exhibit 31.
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 31: Clarification Notice to Shareholders of the Company
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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 16, 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
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Arie Genger, Chairman of the Board
HAIFA CHEMICALS HOLDINGS LTD.1
By: /s/ Arie Genger
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Arie Genger
/s/ Thomas G. Hardy
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Thomas G. Hardy
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1 Pursuant to power of attorney
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Title Page
------ ----- ----
31 Clarification Notice to Shareholders of 5
the Company
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Exhibit 31
Clarification Notice to the Shareholders of
ESC MEDICAL SYSTEMS LTD.
(the "Company")
This notice is published on behalf of the undersigned Messrs. Arie Genger and
Barnard J Gottstein, and is addressed to all the Shareholders of the Company.
Pursuant to our demand, and in accordance to the decision of the Tel-Aviv
District Court of May 25th, 1999, an Extraordinary General Meeting and an Annual
General Meeting shall be convened on next Wednesday, June 23rd, 1999. In this
General Meeting the Company's Shareholders will be asked to vote, among other
things and according to our proposal, on the election of a new Board of
Directors instead of the incumbent one.
This clarification notice is given in response to the accusation by some
managers and directors of the Company about our intentions to take control of
the Company. For the removal of any doubts we hereby announce that so long as
our nominees are selected to the Board of Directors of the Company, we commit to
ensure that a majority of the Board will consist of individuals who have no
present or prior business affiliation with either of us .
This commitment is given as a public response to the claims according to which
our intention is to take control of the Company. In contrast, our only intention
is to ensure the selection of professional and independent directors, which
would critically review management's capabilities and take whatever steps are
necessary in order to return the Company to profitability and maximize value for
all the Company's Shareholders.
Sincerely,
/s/ Arie Genger /s/ Barnard J Gottstein
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