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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 6
(Final Amendment)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
PEC ISRAEL ECONOMIC CORPORATION
(Name of the Issuer)
DISCOUNT INVESTMENT CORPORATION LTD., PEC ACQUISITION CORPORATION, PEC
ISRAEL ECONOMIC CORPORATION AND IDB DEVELOPMENT CORPORATION LTD.
(Name of Persons Filing Statement)
COMMON SHARES, $1.00 PAR VALUE 705098-10-1
(Title of Class of Securities) (Cusip Number of Class of Securities)
MR. JAMES I. EDELSON
EXECUTIVE VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
PEC ISRAEL ECONOMIC CORPORATION
511 FIFTH AVENUE
NEW YORK, NEW YORK 10017
(212) 551-8881
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement.)
Copy To:
PETER G. SAMUELS, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036-8299
(212) 969-3335
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CRF 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [240.13e-3 (c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF
VALUATION* FILING FEE**
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$124,990,454 $24,998.09
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* Assumes 3,424,396 Common Shares, par value $1.00 per share, of PEC Israel
Economic Corporation (the "Common Shares") will be converted into the right
to receive $36.50 per share in cash.
** The amount of the filing fee, calculated in accordance with 240.0-11 of the
Securities Exchange Act of 1934 equals 1/50th of one percent of the
transaction value.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule, and the date of its filing.
Amount Previously Paid: $24,998.09
Form or Registration No.: Schedule 14A Information
Filing Party: PEC Israel Economic Corporation
Date Filed: September 2, 1999
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This Final Amendment No. 6 amends and supplements the Rule 13e-3
Transaction Statement filed on January 5, 1999, Amendment No. 1 thereto filed on
February 23, 1999, Amendment No. 2 thereto filed on March 12, 1999, Amendment
No. 3 thereto filed on April 6, 1999, Amendment No. 4 thereto filed on
September 1, 1999 and Amendment No. 5 thereto filed on October 5, 1999, all
relating to the solicitation of proxies by the Board of Directors of PEC
Israel Economic Corporation, a Maine corporation (the "Company"), from
holders of outstanding shares of common stock, par value $1.00 per share, of
the Company (the "Shares" and the holders thereof the "Shareholders"), for
use at a Special Meeting of Shareholders of the Company (the "Special
Meeting") to vote to approve and adopt an Agreement and Plan of Merger, dated
as of December 15, 1998, as amended (the "Merger Agreement"), pursuant to
which (a) PEC Acquisition Corporation ("Merger Sub"), a Maine corporation and
wholly-owned subsidiary of Discount Investment Corporation Ltd., an Israeli
corporation ("DIC"), will be merged with and into the Company (the "Merger")
at the effective time of the Merger (the "Effective Time") with the Company
as the surviving corporation in the Merger, and (b) each Share that is
outstanding at the Effective Time owned by shareholders other than DIC or by
Shareholders in respect of which appraisal rights have been perfected in
accordance with the Maine Business Corporation Act ("MBCA"), will be
converted into the right to receive $36.50 in cash, without interest (the
"Merger Consideration").
The Special Meeting was held on November 5, 1999. Shareholders holding
an aggregate of approximately 87.77% of the Shares voted to approve the Merger.
Shareholders holding approximately 2.19% of the Shares voted against the Merger,
approximately 0.07% of the Shares abstained and the remaining Shares were not
voted. The Merger was consummated on November 5, 1999. The Articles of Merger
were filed with the Secretary of State of the State of Maine on November 5,
1999.
The Company has designated ChaseMellon Shareholder Services, L.L.C.
to act as the paying agent (the "Paying Agent") under the Merger Agreement.
Immediately prior to the Effective Time, Merger Sub deposited in trust with
the Paying Agent funds to which Shareholders became entitled upon the Merger
and conversion of their Shares into the Merger Consideration. The Paying
Agent will mail to each Shareholder of record on October 4, 1999, a letter of
transmittal and instructions for effecting surrender of such Shareholder's
share certificates for payment in accordance with the Merger Agreement.
In addition to the foregoing, this Final Amendment No. 6 to the
Schedule 13E-3 also amends and supplements Schedule 13E-3 as follows:
Items 6(a) and (c) are hereby amended and supplemented so that such
Items shall be deemed to incorporate by reference Exhibit (a)(2) to this
Transaction Statement.
Item 17 is hereby amended and supplemented by adding the following
exhibits:
(a)(1) Promissory Note issued by PEC Acquisition Corporation in favor
of Bank Leumi USA dated October 18, 1999.
(a)(2) Unlimited Guaranty made by Discount Investment Corporation Ltd.
in favor of Bank Leumi USA with respect to the obligations of PEC
Acquisition Corporation dated October 26, 1999.
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
DISCOUNT INVESTMENT CORPORATION LTD.
By: /s/ Yoram Turbowicz
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Title: President and Chief
Executive Officer
Date: November 5, 1999
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
PEC ACQUISITION CORPORATION
By: /s/ Yoram Turbowicz
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Title: President and Chairman
of the Board
Date: November 5, 1999
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
PEC ISRAEL ECONOMIC CORPORATION
By: /s/ Frank Klein
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Title: President
Date: November 5, 1999
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Transaction Statement is true, complete
and correct.
IDB DEVELOPMENT CORPORATION LTD.
By: /s/ Eliahu Cohen
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Title: Co-Chief Executive
Officer
By: /s/ Arthur Caplan
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Title: Corporate Secretary
Date: November 5, 1999
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