-----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, CMENQuuEKKiim4K1YZuVCfHvkWaxqOIAO8UGr6hZvzPJmPlQRs1R3gllxIbFOJy8 A/SenhUN0lNzzCqh7UhmQg== 0001015402-01-501935.txt : 20010727 0001015402-01-501935.hdr.sgml : 20010727 ACCESSION NUMBER: 0001015402-01-501935 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010726 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 13G SEC ACT: SEC FILE NUMBER: 005-54169 FILM NUMBER: 1689386 BUSINESS ADDRESS: STREET 1: PO BOX 240 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: BANK HAPOALIM BM CENTRAL INDEX KEY: 0000902528 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132775750 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 ROTHCHILD BOULEVARD CITY: TEL AVIV STATE: L3 BUSINESS PHONE: 9723567494 MAIL ADDRESS: STREET 1: BANK HAPOALIM B M STREET 2: 50 ROTHCHILD BOULEVARD CITY: TEL AVIV STATE: L3 ZIP: 00000 SC 13G 1 doc1.htm Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.   )*



ESC MEDICAL SYSTEMS LTD.
(Name of Issuer)
Ordinary Shares, NIS 0.10 par value per share
(Title of Class of Securities)
M40868107
(CUSIP Number)
July 16, 2001
(Date of Event which Requires Filling of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]  Rule 13d-1(b)
[ X ]  Rule 13d-1(c)
[ ]  Rule 13d-1(d)
 

     * 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).
 


 


SCHEDULE 13G
CUSIP No. M40868107
  1. Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only).

Bank Hapoalim B.M.

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [  ]       (b)  [  ]
  3. SEC USE ONLY
  4. Citizenship or Place of Organization
Israel
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: 		5. Sole Voting Power
1,650,212
6. Shared Voting Power
N/A
7. Sole Dipositive Power
2,500,000
8. Shared Dipositive Power
N/A
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Insructions)  [  ]
  11. Percent of Class Represented by Amount in Row (9)
7.6%
  12. Type of Reporting Person
OO


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Item 1.

 

(a)

Name of Issuer:

ESC Medical Systems Ltd.

 

(b)

Address of Issuer's Principal Executive Offices:

P.O. Box 240
Yokneam, Israel 20692


Item 2.

 

(a)

Name of Person Filing:

Bank Hapoalim B.M.

 

(b)

Address of Principal Business Office or, if none, Residence:

63 Yehuda Halevy Street
Tel Aviv, Israel

 

(c)

Citizenship:

A commercial bank organized under the laws of Israel.

 

(d)

Title of Class of Securities:

Ordinary Shares, NIS 0.10 par value per share.

 

(e)

CUSIP Number:

M40868107


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

        The ownership percentage set forth below is based on 33,070,391 ordinary shares, NIS 0.10 par value per share, outstanding, as reported in the issuer's Proxy Statement on Schedule 14A dated June 21, 2001. The shares reported as beneficially owned by the reporting person are issuable upon exercise of immediately exercisable stock options. The number of shares issuable upon exercise of such options is subject to adjustment in the event of stock splits, stock dividends and certain other corporate actions. The reporting person has executed an irrevocable proxy granting management of the issuer the right to vote any shares held by the reporting person that exceed 4.99% of the issuer's issued and outstanding ordinary shares. Accordingly, the number of shares reported with respect to voting power assumes the immediate exercise of the options and may be different to the extent that the number of issued and outstanding shares has increased or decreased at such time that the options are exercised.

 

(a)

Amount beneficially owned:

2,500,000

 

(b)

Percent of class:

7.6%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:

1,650,212

 

 

(ii)

Shared power to vote or to direct the vote:

N/A

 

 

(iii)

Sole power to dispose or to direct the disposition of:

2,500,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:

N/A


Item 5.

Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].


Instruction: Dissolution of a group requires a response to this item.

          Not applicable.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

          Not applicable.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

          Not applicable.


Item 8.

Identification and Classification of Members of the Group.

          Not applicable.


Item 9.

Notice of Dissolution of Group.

          Not applicable.


Item 10.

Certifications.

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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.
 
Date:  July 25, 2001
  BANK HAPOALIM B.M.
  By: /s/ Yacov Elinav
      Yacov Elinav
  Title:    Member of Board of Management 
  By: /s/ Ori Shalev
      Ori Shalev
  Title:    Department Manager 
 
 


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