<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
March 9, 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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T this Amendment No. 1 amends and
restates the Schedule 13D, as originally filed.
<PAGE> 2
SCHEDULE D
CUSIP NO. M40868107 PAGE 2 OF 27
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ARIE GENGER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES AND ISRAEL
NUMBER OF 7 SOLE VOTING POWER 99,210(1)(3)
SHARES 8 SHARED VOTING POWER 2,317,062(2)(3)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 99,210(1)(3)
OWNED BY 10 SHARED DISPOSITIVE POWER 2,317,062(2)(3)
EACH
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,416,272(1)(2)(3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON*
IN
(1) Includes 40,000 shares owned by a trust for the benefit of a minor child of
a third party of which Mr. Genger is sole trustee, as to which Mr. Genger
disclaims beneficial ownership
(2) Includes 4,000 shares beneficially owned by Mr. Genger's spouse, as to which
he disclaims beneficial ownership.
(3) Does not include 3,000 shares beneficially owned by a trust for a minor
child of Mr. Genger, as to which Mr. Genger has no voting or investment control.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE D
CUSIP NO. M40868107 PAGE 3 OF 27
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TPR INVESTMENT ASSOCIATES, INC. (I.R.S. EMPLOYER IDENTIFICATION
NO. 13-3506464)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER - 0 -
SHARES 8 SHARED VOTING POWER 2,313,062
BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 -
OWNED BY 10 SHARED DISPOSITIVE POWER 2,313,062
EACH
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,062
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE D
CUSIP NO. M40868107 PAGE 4 OF 27
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TRANS-RESOURCES, INC. (I.R.S. EMPLOYER IDENTIFICATION NO. 36-2729497)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER - 0 -
SHARES 8 SHARED VOTING POWER 2,115,562
BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 -
OWNED BY 10 SHARED DISPOSITIVE POWER 2,115,562
EACH
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,562
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE D
CUSIP NO. M40868107 PAGE 5 OF 27
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
HAIFA CHEMICALS HOLDINGS LTD. (ISRAELI CORPORATION WITH NO
UNITED STATES I.R.S. IDENTIFICATION NO.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
NUMBER OF 7 SOLE VOTING POWER - 0 -
SHARES 8 SHARED VOTING POWER 682,312
BENEFICIALLY 9 SOLE DISPOSITIVE POWER - 0 -
OWNED BY 10 SHARED DISPOSITIVE POWER 682,312
EACH
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE D
CUSIP NO. M40868107 PAGE 6 OF 27
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
THOMAS G. HARDY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
AUSTRALIA
NUMBER OF 7 SOLE VOTING POWER 54,250
SHARES 8 SHARED VOTING POWER - 0 -
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 54,250
OWNED BY 10 SHARED DISPOSITIVE POWER - 0 -
EACH
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 7
This Amendment No. 1 (the "Amendment") amends and, as required
by Rule 101(a)(2)(ii) of Regulation S-T, restates) the Schedule 13D filed on
October 9, 1998 (the "Original 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
subsidiary, Haifa Chemicals Ltd., a company incorporated in the State of Israel
("HCL"), and HCL's subsidiary, Haifa Chemicals Holdings Ltd., a company
incorporated in the State of Israel ("HCH"; Mr. Genger and said corporations,
all of which are directly or indirectly controlled by Mr. Genger, being
collectively called the "TRI Entities"), 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 "Issuer"). This Amendment is
being filed to reflect, among other things: a change in the TRI Entities'
purposes and intentions with respect to the shares; Genger's having reached an
understanding with Barnard J. Gottstein ("BG") (who has previously filed his own
Schedule 13D with respect to Shares of ESC) to work together to achieve certain
of these purposes, with the result that the TRI Entities may be deemed to have
formed a "group" with BG; the addition to the Original Schedule 13D of Thomas G.
Hardy ("Hardy"), President, Chief Operating Officer and a director of TRI and
also a director of the Issuer, as a reporting person; the deletion from the
Schedule 13D of HCL (which owns no Shares and is not the person ultimately
controlling HCH) as a reporting person (Genger, TPR, TRI, HCH and Hardy being
hereinafter collectively called the "Reporting Persons"); and an updating of the
information on the Reporting Persons' ownership of the Shares. The Reporting
Persons expressly disclaim any such "group" membership among the Reporting
Persons and BG and the TRI Entities and Hardy expressly disclaim any such
"group" membership among the TRI Entities and Hardy.
Page 7 of 27
<PAGE> 8
Item 1. Security and Issuer.
This Statement on Schedule 13D relates 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 "Issuer"). The address of the
Issuer's principal executive offices is P.O. Box 240, Yokneam Industrial Park,
Yokneam, Israel 20692.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed on behalf of Genger,
TPR, TRI, HCH and Hardy. All of the common stock of TRI is owned by TPR, and all
of TPR's common stock is owned by Genger and members of his family. TRI,
operating through its independently managed and financed subsidiaries, is a
global developer, producer and marketer of specialty plant nutrients and
specialty industrial and agricultural chemicals. HCH is a direct wholly-owned
subsidiary of HCL and an indirect wholly-owned subsidiary of TRI whose principal
business is the ownership of Shares. Genger's principal occupation is being
Chairman of the Board and Chief Executive Officer of TRI. Hardy's principal
occupation is being President and Chief Operating Officer of TRI. The address of
the principal place of business and principal office of Genger, TRI, TPR and
Hardy is 9 West 57th Street, New York, New York 10019. The address of the
principal place of business and principal office of HCH is Haifa Bay, P.O. Box
1809, Haifa, Israel 31018.
During the past five years neither Genger, TRI, TPR, HCH or
Hardy, nor, to the knowledge of the Reporting Persons, any person controlling
any of such entities, nor any of their respective directors or executive
officers, has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
Page 8 of 27
<PAGE> 9
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Genger is a citizen of the United States and Hardy is a
citizen of Australia. To the knowledge of the Reporting Persons, all the
directors and executive officers of TPR and TRI (other than Hardy) are citizens
of the United States, except that Avi Pelossof and Gabriel Politzer are citizens
of Israel; and all of the directors and executive officers of HCH are citizens
of Israel, except Hardy.
The name, business address and present principal occupation or
employment of each director and executive officer of TPR, TRI and HCH are set
forth on Exhibit 2 hereto.
On March 9, 1999, Genger and BG reached an understanding to
cooperate with each other in attempting to achieve a change in the composition
of Issuer's board of directors, which they believe is necessary in order for the
Issuer to grow and prosper (as more fully described in Item 4 hereof).
Notwithstanding this cooperation on certain strategic objectives, the Reporting
Persons and BG each retain complete, independent economic control over their
respective investments in the Shares, and have not signed any agreement
regarding voting or disposition of their Shares. Nevertheless, the Reporting
Persons may be deemed to have become members of a "group" with BG, although the
Reporting Persons disclaim any such "group" membership with BG or any beneficial
ownership of BG's Shares. Pursuant to Rule 13d-1(k)(2), the Reporting Persons
and BG will each continue to make their own filings on Schedule 13D (and
amendments thereto) with respect to the Shares, rather than a single joint
filing.
Because it is anticipated that Hardy will generally also be cooperating
with the TRI Entities and BG in achieving their strategic objectives with
respect to the Issuer and therefore might be deemed to also be part of a group
with Genger and BG, in this Amendment Hardy is joining the TRI Entities'
Original Schedule 13D as a joint filer pursuant to Rule 13d-1(k),
Page 9 of 27
<PAGE> 10
although the TRI Entities and Hardy disclaim any such "group" membership or any
beneficial ownership of the others' Shares. Notwithstanding their anticipated
cooperation on certain strategic objectives with respect to the Issuer, the TRI
Entities and Hardy each retain complete independent economic control over their
investments in the Shares and have not signed any agreement regarding voting or
disposition of their Shares.
Item 3. Source and Amount of Funds or Other Consideration.
The TRI Entities previously beneficially owned ordinary shares
of Laser Industries Ltd. ("Laser") and filed Statements on Schedule 13D with
respect to such shares. On November 9, 1997, the Issuer and Laser entered into
an Agreement (the "Agreement") providing for the acquisition of Laser by the
Issuer through an exchange of shares (the "Exchange"). Pursuant to the Exchange,
which was completed in February 1998, holders of Laser ordinary shares received
0.75 of a Share for each of their Laser ordinary shares. HCH acquired all of its
682,312 Shares pursuant to the Exchange and TRI acquired 233,250 Shares pursuant
to the Exchange.
On February 20, 1998, TRI dividended a Warrant which it held
to purchase shares of Laser (which was assumed by the Issuer pursuant to the
Agreement) to TPR. On July 21, 1998, TPR exercised the Warrant to purchase
187,500 Shares of the Issuer for an aggregate cash exercise price of $1,437,500,
paid for with general corporate funds. TPR had previously purchased 10,000
Shares in an open market transaction, using general corporate funds.
During the 60 day period preceding the October 9, 1998
filing of the Original Schedule 13D: (a) Genger purchased 15,600 Shares in the
open market at an aggregate cost of $401,377 (including commissions), using
personal funds (see Exhibit 3 attached hereto); and (b) TRI purchased 1,000,000
Shares in the open market at an aggregate cost of $6,551,791 (including
commissions), using general corporate funds (see Exhibit 3 attached hereto).
Page 10 of 27
<PAGE> 11
Since the October 9, 1998 filing of the Original Schedule 13D,
Genger has purchased 30,000 Shares in the open market at an aggregate cost of
$159,486 (including commissions), using personal funds and TRI purchased 200,000
Shares in the open market at an aggregate cost of $1,438,765 (including
commissions), using general corporate funds. In addition, a trust for the
benefit of a minor child of a third party of which Genger is sole trustee
purchased 40,000 shares at an aggregate cost of $432,850, using the trust's
funds. Genger disclaims beneficial ownership of the Shares held by this trust.
Hardy purchased his 54,250 Shares using personal funds. 28,000
of Hardy's Shares were purchased on September 30 and October 1, 1998 at an
aggregate cost of $188,000.
See Item 5 hereof for certain information regarding purchases
of Shares by a director and an executive officer of TRI.
Item 4. Purpose of the Transaction.
As disclosed in the Original Schedule 13D, the TRI Entities
had acquired the Shares which were reflected in the Original Schedule 13D for
investment purposes. After the filing of the Original Schedule 13D and as
reflected in several of the Issuer's public announcements, the Issuer continued
to experience disappointing performance. During January and February 1999, the
market price of the Shares declined to new lows. Following the Issuer's
announcement on February 11, 1999 of its annual results, the Reporting Persons
made the Share purchases referred to in Item 5(c) hereof in order to increase
their equity position in the Issuer.
After having received a phone call from BG's counsel on or
about February 26, 1999 inquiring whether in light of the erosion in ESC
shareholder value Genger and BG, as significant Shareholders, might wish to
discuss their investments in the Issuer, Genger and BG participated in
preliminary telephone conferences and on March 6, 1999 met in Anchorage,
Alaska. Genger and BG explored the possibility of working together to affect
the policies of the
Page 11 of 27
<PAGE> 12
Issuer in order to reverse its recent setbacks and begin restoring its long-term
potential value. After reviewing their impressions of the March 6 meeting with
their respective counsel, on March 9, 1999, Genger and BG reached an
understanding to cooperate in encouraging the Issuer to take certain actions
which Genger and BG believe are necessary in order for the Issuer to grow and
prosper as an independent public company; formulated a strategic proposal which
they determined to promptly communicate to the Issuer's Board of Directors; and
considered possible further action if their proposal was not acted upon by the
Issuer's Board of Directors. On March 11, 1999, Genger and BG sent a joint
letter (the "Letter"), a copy of which is annexed hereto as Exhibit 4, to each
of the Issuer's directors (addressed to the Issuer's Chairman of the Board and
Chief Executive Officer (the "Chairman")), setting forth Genger's and BG's
proposal. The Letter stated, among other things, that Genger and BG believed
that the composition of the Issuer's Board of Directors needed to be
restructured to include capable individuals who have established themselves in
the business and/or scientific community; that such action would instill a new
sense of direction and give credibility to the Issuer's plans and prospects; and
that the newly restructured Board would provide a valuable resource to
management to help rebuild the profitability of the Issuer and restore
shareholder value which had been significantly eroded over the past several
months. On March 11, 1999, Genger and BG telephoned the Chairman to advise him
of the Letter.
Specifically, the Letter proposed that rather than simply
expanding the Board to include new members (which could make the size of the
Board unwieldy), the two management directors, other than the Chairman, together
with one non-management director (other than Hardy), be replaced with four new
directors to be identified by Genger and BG. After this restructuring a majority
of the Issuer's Board would be unaffiliated with either management or Genger and
BG.
Page 12 of 27
<PAGE> 13
The further possible action being considered by Genger and BG
if the proposal set forth in the Letter is not favorably acted upon by the
Issuer's Board reflects the fact that, as holders, collectively, of more than
10% of the paid up share capital of the Issuer, Genger and BG would have the
right to require that the Issuer's Board convene an extraordinary general
meeting of the Issuer's shareholders in accordance with Section 109 of the
Israel Companies Ordinance in order to effectuate the changes Genger and BG are
asking the Board (by the Letter) to voluntarily take.
As substantial stockholders of the Issuer and in light of the
Issuer's disappointing recent performance, in addition to the strategic
initiative with BG reflected in the Letter, the Reporting Persons may otherwise
become more active in attempting to affect the policies of the Issuer, with or
without the cooperation of BG and possibly with the cooperation of as yet
uncontacted Shareholders other than BG in order that the long-term potential
value of the Issuer be realized; and the Reporting Persons may buy more Shares
depending upon market conditions and other factors described below.
Subject to applicable legal requirements and the factors
referred to below, the Reporting Persons may purchase from time to time in open
market or privately negotiated transactions additional Shares. In determining
whether to purchase additional Shares, the Reporting Persons intend to consider
various factors, including, without limitation, the following: the availability
of Shares for purchase at particular price levels; the business and prospects of
the Issuer; the businesses and prospects of the Reporting Persons; other
business and investment opportunities available to the Reporting Persons;
economic conditions; stock market and money market conditions; and other plans
and requirements of the Reporting Persons. In addition, depending upon, among
other things, the matters referred to above, subject to applicable legal
requirements the Reporting Persons may determine to dispose of all or a portion
of their Shares.
Page 13 of 27
<PAGE> 14
Other than as described above, 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 5. Interest in Securities of the Issuer.
(a) and (b)
See the Information contained in Item 7-13 of each Reporting
Person's separate cover page for the aggregate number and percentage of total
outstanding Shares beneficially owned by such Reporting Person. All percentages
are based upon a total of 28,764,093 Shares outstanding, as reported on the
cover page of the Issuer's Form 20-F, dated May 27, 1998, for the fiscal year
ended December 31, 1997.
In addition to 1,433,250 Shares which TRI directly owns, TRI,
as a parent corporation of HCH, may be deemed to share voting and disposition
power with HCH with respect to the 682,312 Shares directly owned by HCH.
In addition to 197,500 Shares which TPR directly owns, TPR, as
the parent corporation of TRI, may be deemed to share voting and disposition
power with TRI with respect to the Shares directly owned by TRI and HCH.
In addition to (i) the 59,210 which Genger directly owns, (ii)
4,000 Shares held by his spouse's retirement account (as to which he disclaims
beneficial ownership) and (iii) 40,000 Shares he may be deemed to beneficially
own as sole trustee of a trust for the benefit of a minor child of a third party
(as to which he disclaims beneficial ownership), Genger, by virtue of his direct
or indirect control of TPR, TRI, and HCH, may be deemed to share voting and
disposition power with respect to, and hence to beneficially own, all of their
directly owned Shares.
Hardy is the beneficial owner of 54,250 Shares, or
approximately 0.2% of the total issued and outstanding Shares.
Page 14 of 27
<PAGE> 15
To the knowledge of the Reporting Persons, no director or
executive officer of TPR, TRI or HCH other than Genger and Hardy is the
beneficial owner of any Shares, except for Sash A. Spencer, director of TRI, who
owns 11,000 Shares (purchased at an aggregate cost of approximately $71,500) and
Gabriel Politzer, Senior Vice President of TRI, who owns 2,900 Shares (purchased
at an aggregate cost of $20,000).
(c) The tables set forth in Exhibit 3 hereto contain certain information with
respect to all transactions in the Shares effected by any of the Reporting
Persons during the 60 days preceding the filing of the Original Schedule 13D or
during the past 60 days, and is incorporated herein by reference.
(d) As to the 40,000 Shares held by the trust for the minor child of a third
party for which Genger is sole trustee, the trust (for the benefit of its
beneficiary) has the right to receive dividends (if any) from, or the proceeds
of the sale of, such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
Securities of the Issuer.
Except to the extent described in Items 2 and 4 above and in
this Item 6 (and the Joint Filing Statement attached as Exhibit 1 hereto),
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons and between any of such Reporting
Persons and any other person with respect to any securities of the Issuer
(including, but not limited to, any contract, arrangement, understanding or
relationship involving the transfer or voting or any securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies), although the Reporting Persons reserve the right to develop such in
the future.
The TRI Entities and BG have agreed to share in proportion to
their respective ownership of Shares the costs and expenses in connection with
the actions which may be taken by them in furtherance of the objectives
described in Item 4 above and are considering the retention
Page 15 of 27
<PAGE> 16
of, among others, a professional proxy solicitation firm to assist in the
achievement of their common objectives described in Item 4, whose expenses
would be similarly shared.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Joint Filing Statement among the Reporting Persons
pursuant to Rule 13d-1(k)(1)(iii).
Exhibit 2: Executive Officer and Director Information for each
of TPR, TRI and HCH.
Exhibit 3: Purchases of Shares by the Reporting Persons during
the 60 days preceding the filing of the Original Schedule 13D and during the
past 60 days.
Exhibit 4: Letter, dated March 11, 1999, from Genger and BG to
Board of Directors of ESC.
Exhibit 5: Power of Attorney for HCH.
Page 16 of 27
<PAGE> 17
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: March 11, 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.*
By:/s/ Arie Genger
Arie Genger
/s/ Thomas G. Hardy
Thomas G. Hardy
- ------------------
*pursuant to power of attorney
Page 17 of 27
<PAGE> 1
Exhibit 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)(1)(iii)
The undersigned acknowledge and agree that the foregoing amended and
restated Statement on Schedule 13D is filed on behalf of each of the undersigned
and that all subsequent amendments to this Statement on Schedule 13D shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint filing statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he, she or it knows
or has reason to believe that such information is inaccurate.
Dated: March 11, 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 18 of 27
<PAGE> 2
HAIFA CHEMICALS HOLDINGS LTD.*
By: /s/ Arie Genger
------------------------------------
Arie Genger
/s/ Thomas G. Hardy
------------------------------------
Thomas G. Hardy
- --------
* pursuant to power of attorney
Page 19 of 27
<PAGE> 1
Exhibit 2
Executive Officers and Directors of
Trans-Resources, Inc. ("TRI")
<TABLE>
<CAPTION>
Business or Principal
Name Residence Address Occupation
- ---- ----------------- ----------
<S> <C> <C>
Arie Genger* 9 West 57th Street Chairman of the Board
New York, NY 10019 and Chief Executive
Officer of TRI
Thomas G. Hardy* 9 West 57th Street President and Chief
New York, NY 10019 Operating Officer and
director of TRI
Gabriel Politzer 9 West 57th Street Senior Vice President of
New York, NY 10019 TRI
Lester W. Youner 9 West 57th Street Vice President, Treasurer,
New York, NY 10019 Chief Financial Officer
and Secretary of TRI
John J. Lewandowski 9 West 57th Street Vice President--
New York, NY 10019 Corporate Development
of TRI
Michael P. Oravec 9 West 57th Street Vice President--
New York, NY 10019 Corporate Taxation of
TRI
Elon Yaish 9 West 57th Street Controller of TRI
New York, NY 10019
Martin A. Coleman* 9 West 57th Street Private investor
New York, NY 10019
Sash A. Spencer* 9 West 57th Street Chairman of a private
New York, NY 10019 investment firm
Avi Pelossof* Haifa Chemicals, Ltd. Attorney At Law
P.O. Box 10809
Haifa Bay 26120
Israel
</TABLE>
- --------
* Director of TRI
Page 20 of 27
<PAGE> 2
Executive Officers and Directors of
TPR Investment Associates, Inc. ("TPR")
<TABLE>
<CAPTION>
Business or Principal
Name Residence Address Occupation
- ---- ----------------- ----------
<S> <C> <C>
Arie Genger* 9 West 57th Street Chairman of the Board
New York, NY 10019 and Chief Executive
Officer of TRI
Lester W. Youner 9 West 57th Street Vice President, Treasurer,
New York, NY 10019 Chief Financial Officer
and Secretary of TRI
</TABLE>
- --------
* Director of TPR
Page 21 of 27
<PAGE> 3
Directors and Executive Officers of
Haifa Chemicals Holdings Ltd. ("HCH")
<TABLE>
<CAPTION>
Business or Principal
Name Residence Address Occupation
- ---- ----------------- ----------
<S> <C> <C>
Avi Pelossof* Haifa Chemicals, Ltd. Attorney At Law
P.O. Box 10809
Haifa Bay 26120
Israel
Esther Eldan* Haifa Chemicals, Ltd. Managing Director (CEO)
P.O. Box 10809 of HCL
Haifa Bay 26120
Israel
Thomas G. Hardy* 9 West 57th Street President and Chief
New York, NY 10019 Operating Officer of TRI
</TABLE>
- ------------------
* Director of HCH
Page 22 of 27
<PAGE> 1
Exhibit 3
Purchases of Shares
by the Reporting Persons During the
60 days Preceding the Filing of the
Original Schedule 13D (October 9, 1998)
Genger
(Except for settlement of CBOE traded put options noted below,
all transactions effected on NASDAQ)
<TABLE>
<CAPTION>
Price per Share
Date Number of Shares Purchased (including commissions and fees)
- ---- -------------------------- --------------------------------
<S> <C> <C>
08/11/98 3,800* $ 35.374
08/13/98 2,000 23.903
08/14/98 1,000 23.905
09/02/98 3,200* 35.158
10/06/98 4,000** 6.646
10/07/98 1,600* 35.100
</TABLE>
Trans-Resources, Inc.
(All transactions effected on NASDAQ)
<TABLE>
<CAPTION>
Price per Share
Date Number of Shares Purchased (including commissions and fees)
- ---- -------------------------- --------------------------------
<S> <C> <C>
09/29/98 250,000 $ 6.935
09/29/98 125,000 6.611
09/29/98 100,000 6.700
10/01/98 15,000 7.063
10/05/98 50,000 7.100
10/06/98 100,000 6.550
10/08/98 100,000 6.141
10/08/98 100,000 6.034
10/08/98 100,000 6.109
10/09/98 60,000 6.240
</TABLE>
Hardy
(All transactions effected on NASDAQ)
<TABLE>
<CAPTION>
Price per Share
Date Number of Shares Purchased (including commissions and fees)
- ---- -------------------------- --------------------------------
<S> <C> <C>
09/30/98 20,000 $ 6.50
10/01/98 8,000 $ 7.25
</TABLE>
- --------
* Settlement of CBOE put options.
** Purchased by a retirement account of Genger's spouse, as to which he
disclaims beneficial ownership.
Page 23 of 27
<PAGE> 2
Purchases of Shares by the
Reporting Persons During the 60 days Prior to
the Filing of Amendment No. 1 to the Schedule 13D
Genger
(All transactions effected on NASDAQ)
<TABLE>
<CAPTION>
Price per Share
Date Number of Shares Purchased (including commissions and fees)
<S> <C> <C>
02/16/99 30,000 $ 5.316
</TABLE>
Trans-Resources, Inc.
(All transactions effected on NASDAQ)
<TABLE>
<CAPTION>
Price per Share
Date Number of Shares Purchased (including commissions and fees)
<S> <C> <C>
02/12/99 100,000 $ 5.338
</TABLE>
Page 24 of 27
<PAGE> 1
Exhibit 4
March 11, 1999
Dr. Shimon Eckhouse
Chairman of the Board of Directors,
President and Chief Executive Officer
ESC Medical Systems Ltd.
P.O. Box 240
Yokneam Industrial Park
Yokneam, Israel 30692
Dear Shimon:
We are writing to you in our capacity as holders of more than
10% of the paid up share capital of ESC Medical Systems Ltd. (the "Company"). We
are long-term investors in the Company who recognize the long-term potential
value of the Company. Unfortunately, the marketplace has failed to recognize
that value. This is attributable in part, we believe, to the lack of expertise
necessary to give investors confidence that the Company's prospects can be
realized. We believe that certain action must be taken by the Company in order
for it to grow and prosper as an independent public company in the future.
Specifically, we believe that the composition of the Board of
Directors needs to be restructured to include capable individuals who have
established themselves in the business and/or scientific community. We are
convinced that such action would instill a new sense of direction into the
Company and give much needed credibility to the Company's plans and prospects.
The newly restructured Board will provide a valuable resource to management to
help rebuild the profitability of the Company and restore shareholder value
which has been significantly eroded over the past several months.
Rather than simply expanding the Board to include such new
members (which could make the size of the Board unwieldy), we propose replacing
two management directors, other than you, together with one non-management
director (other than the representative of Trans-Resources, Inc.), with four new
directors to be identified by us. It is our intent that after such restructuring
a majority of the Board would be unaffiliated with either management or
ourselves.
Page 25 of 27
<PAGE> 2
Dr. Shimon Eckhouse
March 10, 1999
Page 2
Time is of the essence. We urge the Board to discuss this
matter at the earliest possible time. We believe this course of action is in the
best interest of all shareholders. We sincerely hope that we can resolve this
matter in a prompt and constructive manner and request that you respond to us as
soon as possible, but no later than March 22, 1999.
We look forward to your reply.
Very truly yours,
/s/ Arie Genger
-------------------------------------------
Arie Genger
/s/ Barnard J. Gottstein
-------------------------------------------
Barnard J. Gottstein
cc: Board of Directors
of ESC Medical Systems Ltd.
Page 26 of 27
<PAGE> 1
EXHIBIT 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned corporation does
hereby appoint Arie Genger attorney-in-fact for it and in its name to sign the
Schedule 13D and any amendment or supplement thereto, and the joint filing
statement, to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 covering shares of ESC Medical Systems Ltd.
owned by the undersigned and generally to do and perform all things necessary to
be done in the premises as fully and effectually in all respects as the
undersigned could do if personally present.
Dated as of October 9, 1998
HAIFA CHEMICALS HOLDINGS LTD.
By:/s/ Thomas G. Hardy
--------------------------------------
Page 27 of 27
