-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYnbxJyR1H3qeD7gnjX+KERchD6+KnsZ9Q1KP7pszF4byu7wVSgTXlha/c3mlg+5 iI48KD/iEgNewqyGo/Apzw== 0000950123-99-003318.txt : 19990416 0000950123-99-003318.hdr.sgml : 19990416 ACCESSION NUMBER: 0000950123-99-003318 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990415 GROUP MEMBERS: ARIE GENGER GROUP MEMBERS: HAIFA CHEMICALS HOLDINGS LTD GROUP MEMBERS: THOMAS G HARDY GROUP MEMBERS: TPR INVESTMENT ASSOCIATES INC GROUP MEMBERS: TRANS RESOURCES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESC MEDICAL SYSTEMS LTD CENTRAL INDEX KEY: 0001004945 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54169 FILM NUMBER: 99594063 BUSINESS ADDRESS: STREET 1: YOKNEAM INDUSTRIAL PK CITY: YOKNEAM ISRAEL 20692 STATE: L5 ZIP: 00000 BUSINESS PHONE: 9729599000 MAIL ADDRESS: STREET 1: 100 CRESENT ROAD CITY: NEEDHAM STATE: MA ZIP: 02194 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS RESOURCES INC CENTRAL INDEX KEY: 0000810020 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 362729497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128883044 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 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. / / Page 1 of 23 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. Page 2 of 23 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 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 5 EXHIBIT INDEX
EXHIBIT NUMBER Title Page -------------- ----- ---- 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
Page 5 of 23 EX-99.10 2 LETTER 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 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 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. Page 8 of 23 4 We thank you for your consideration. Sincerely, /s/ Barnard J. Gottstein /s/ Arie Genger Page 9 of 23 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 Page 10 of 23 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 EX-99.11 3 FORM OF REVOCABLE PROXY 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 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 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 EX-99.12 4 PROXY INFORMATION STATEMENT 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 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 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 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 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 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 EX-99.13 5 REQUISITION TO CONVENE AN EXTRAORDINARY MEETING 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 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 3 PROXY INFORMATION STATEMENT A copy is attached as Exhibit 12 to this Schedule 13D Page 23 of 23 -----END PRIVACY-ENHANCED MESSAGE-----