SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
June 17, 1999
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Page 1 of 3 Pages
<PAGE>
This Amendment No. 13 (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 and Amendment No.
12 filed on June 17, 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 17, 1999, the legal representatives of Messrs. Genger and Barnard
J. Gottstein ("Gottstein") filed three motions in an Israeli court, seeking
declaratory relief on the validity of their proxies, for an injunction against
the trustee of the Company's stock option plans from voting the Shares
purportedly held by the trustee, and for an order of contempt of court for the
Company's failure to deliver in a timely manner to Messrs. Genger and Gottstein
a complete list of all shareholders of the Company. The hearing on at least one
of the motions is scheduled to occur on June 22, 1999. In addition to filing the
motions, Messrs. Genger and Gottstein have questioned the legal representative
of the Company as to why, if the Company seeks to have the trustee vote such
Shares at the June 23 meeting of shareholders, the Company has failed to file
any Schedule 13D or 13G with the Securities and Exchange Commission disclosing
the Company's ownership and intentions with respect to such Shares.
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.
Page 2 of 3 Pages
<PAGE>
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 17, 1999
/s/ Arie Genger
---------------------------------------------
Arie Genger
TPR INVESTMENT ASSOCIATES, INC.
By: /s/ Arie Genger
----------------------------------------
Arie Genger, President
TRANS-RESOURCES, INC.
By: /s/ Arie Genger
----------------------------------------
Arie Genger, Chairman of the Board
HAIFA CHEMICALS HOLDINGS LTD.(1)
By: /s/ Arie Genger
----------------------------------------
Arie Genger
/s/ Thomas G. Hardy
--------------------------------------------
Thomas G. Hardy
- --------
(1) Pursuant to power of attorney
Page 3 of 3 Pages
