SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
B.V.R. SYSTEMS (1998) LTD.
(Name of Subject Company (Issuer))
CHUN HOLDINGS LTD.
AVIV TZIDON
AERONAUTICS DEFENSE SYSTEMS LTD.
ITS TECHNOLOGIES PTE LTD.
(Name of Filing Persons (Offerors))
ORDINARY SHARES, PAR VALUE NIS 1.0 PER SHARE
(Title of Class of Securities)
M20512105
(CUSIP Number of Class of Securities)
Orly Tsioni, Adv
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv 67021 Israel
011-972-3 608-7842
With a Copy to:
Andris J. Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
212-732-3200
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
As filed with the Securities and Exchange
Commission on November 28, 2003.
CALCULATION OF FILING FEE*
Transaction Valuation Amount of Filing Fee
$1,918,957 $384
* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 10,660,874 ordinary shares, NIS 1.0 par value
(the "Ordinary Shares"), of B.V.R. Systems (1998) Ltd. at a price of $0.18 per
Ordinary Share in cash. Such number of Ordinary Shares represents the issued
share capital of B.V.R. Systems as of November 18, 2003, and does not include
vested options, all of which have exercise prices which are greater than the
offer price. The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[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:............................ $384
Form or Registration No.:.......................... SCHEDULE TO
Filing Party:...................................... CHUN HOLDINGS LTD.
Date Filed:........................................ NOVEMBER 21, 2003
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] THIRD PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
filed by Chun Holdings Ltd., a corporation organized under the laws of the State
of Israel (the "Purchaser") and its shareholders on November 21, 2003. The
Schedule TO relates to the offer by the Purchaser to purchase all of the
outstanding ordinary shares, par value NIS 1.0 per share (each an "Ordinary
Share"), of B.V.R. Systems (1998) Ltd., a corporation organized under the laws
of the State of Israel (the "Company"), at $0.18 per Ordinary Share, in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 21, 2003 (the "Offer to Purchase"), and in the
related Letter of Transmittal (the "Letter of Transmittal"), copies of which
were attached as Exhibit (a)(1) and Exhibit (a)(2) to the Schedule TO filed
November 21, 2003.
Item 3. Identity and Background of the Filing Person.
--------------------------------------------
Item 3 is hereby amended and supplemented by replacing the information relating
to Aviv Tzidon on page A-1 of the Offer to Purchase with the following:
- ----------------------------------------------------------------------------------------------------------------------
Name and Present Principal
Citizenship Occupation Material Positions Held During Last Five Years
- ----------------------------------------------------------------------------------------------------------------------
Aviv Tzidon Director and Chairman, Aviv Tzidon was the co-founder of BVR Technologies Ltd. and
B.V.R. Systems (1998) has served as its chief technology officer and a director
Ltd. since it commenced operations in 1987. Mr. Tzidon was
appointed as a director and chairman of the board of
directors of B.V.R. Systems (1998) Ltd. on November 24,
2003. He previously served as chairman of the board of
directors and chief executive officer of BVR Systems from
the time of its spin-off from BVR Technologies in October
1998 until April 2000. Prior to working at B.V.R. Systems he
worked with Israel Aircraft Industries as an independent
consultant for three years. Mr. Tzidon has been serving as a
combat pilot with the Israeli Air Force (including reserve
service) for approximately 20 years.
- ----------------------------------------------------------------------------------------------------------------------
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
--------------------------------------------------------
Item 5 is hereby amended and supplemented by adding the following:
On November 24, 2003, the board of directors of the Company held a
telephonic meeting at which Aviv Tzidon was present. At that meeting, the
chairman of the board, Yuval Yanai, who also serves as chief financial officer
of Koor Industries Ltd., which is the parent company of Elisra Electronics
Systems Ltd., informed the board that Elisra, which holds 5,188,358 Ordinary
Shares or approximately 48.7% of the outstanding
Ordinary Shares, had commited to tender in the Offer its entire holdings of
Ordinary Shares. Mr. Yanai also informed the board that, while he would remain a
director of the Company, he would resign his position as chairman of the board,
effective immediately. In response to Mr. Yanai's announcements, the board of
directors appointed Aviv Tzidon both a director and chairman of the board.
On November 26, 2003, the board of directors, at the recommendation of
Mr. Tzidon, appointed Ilan Gillies as the Company's Chief Executive Officer and
authorized Mr. Tzidon to approach existing clients, customers, banks and
potential strategic partners to maintain the Company's existing relationships
and pursue potential business development strategies.
Item 12. Material to be Filed as Exhibits.
--------------------------------
Item 12 is hereby amended and supplemented as follows:
(a)(1) Offer to Purchase dated November 21, 2003.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Opposition Notice.*
(a)(8) Form of Summary Advertisement.*
(b) None.
(d)(1) Letter Agreement Dated October 30, 2003 between the Offeror and the
Company. *
- -----------------------------
* Previously filed.
(d)(2) Irrevocable Letter of Instructions Dated October 30, 2003 Regarding
Purchase Consideration Trust Account.*
(d)(3) Irrevocable Letter of Instructions Dated October 30, 2003 Regarding
Loan Trust Account.*
(d)(4) Power of Attorney of iTS Technologies Pte Ltd.
(g) None.
(h) None.
SIGNATURES
After due 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: November 28, 2003
CHUN HOLDINGS LTD.
By: /s/ Aviv Tzidon
---------------------------------
Name: Aviv Tzidon
Title: Director
/s/ Aviv Tzidon
---------------------------------
Aviv Tzidon
AERONAUTICS DEFENSE SYSTEMS LTD.
By: /s/ Avi Leumi
---------------------------------
Name: Avi Leumi
Title: Chief Executive Officer
ITS TECHNOLOGIES PTE LTD.
By: /s/ Seah Moon Ming
---------------------------------
Name: Seah Moon Ming
Title: Chairman
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(1) Offer to Purchase dated November 21, 2003*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Form of Opposition Notice.*
(a)(8) Form of Summary Advertisement.*
(b) None.
(d)(1) Letter Agreement Dated October 30, 2003 between the Offeror
and the Company.*
(d)(2) Irrevocable Letter of Instructions Dated October 30, 2003
Regarding Purchase Consideration Trust Account.*
(d)(3) Irrevocable Letter of Instructions Dated October 30, 2003
Regarding Loan Trust Account.*
(d)(4) Power of Attorney of iTS Technologies Pte. Ltd.
(g) None.
(h) None.
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* Previously filed.