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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WIZTEC SOLUTIONS LTD.
(Name of Issuer)
CONVERGYS ISRAEL INVESTMENTS LTD.
CONVERGYS CORPORATION
(Name of Persons Filing Statement)
Ordinary Shares, New Israeli Shekel 1 Par Value
(Title of Class of Securities)
M98105-105
(CUSIP Number of Class of Securities)
William D. Baskett III
General Counsel and Secretary
Convergys Corporation
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-2444
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of Persons Filing Statement)
COPY TO:
Neil Ganulin
Frost & Jacobs LLP
2500 PNC Center
Cincinnati, Ohio 45202
(513) 651-6800
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$55,762,534 (1)............................................... $11,152.51 (2)
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1. For purposes of calculating the filing fee only. Pursuant to, and as
provided by, Rule 0-11(d), this amount is calculated by multiplying
$18.30, the per share cash tender offer price, by 3,047,133 Ordinary
Shares, New Israeli Shekel 1 par value, which represents all Ordinary
Shares outstanding as of March 2, 1999 not owned directly or
indirectly by the persons filing this statement and assumes the
exercise of warrants and options to purchase Ordinary Shares which were
outstanding as of March 2, 1999.
2. The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate cash value for such number of
shares.
[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: $11,152.51
Filing Parties: Convergys Corporation and Convergys Israel Investments Ltd.
Form or Registration No.: Schedule 14D-1
Date Filed: April 1, 1999
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INTRODUCTION
This Rule 13e-3 Transaction Statement (this "Statement") relates to a
tender offer by Convergys Israel Investments Ltd., a company limited by shares
duly registered under the laws of the State of Israel ("Sub") and a wholly owned
subsidiary of Convergys Corporation, an Ohio corporation ("Parent"), to purchase
all of the outstanding Ordinary Shares (including Shares which may be issued as
the result of the exercise of options and warrants during the course of the
Offer), New Israeli Shekel 1 par value (the "Shares"), of Wiztec Solutions Ltd.,
a company limited by shares duly registered under the laws of the State of
Israel (the "Company") not already owned by Sub and Parent, at $18.30 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 1, 1999 (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit (d)(1), and in the
related Letter of Transmittal, a copy of which is attached hereto as Exhibit
(d)(2) (which, as amended or supplemented from time to time, together constitute
the "Offer"). Capitalized terms used herein but not defined are used as defined
in the Offer to Purchase. This Schedule 13E-3 is being filed by Sub and Parent.
The following cross reference sheet is being supplied pursuant to
General Instruction F to the Schedule 13E-3 and shows the location in the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by Sub and Parent
with the Securities and Exchange Commission on the date hereof, of the
information required to be included in response to the items of this Statement.
The information set forth in the Schedule 14D-1, including all exhibits thereto,
is hereby expressly incorporated herein by reference and responses to each item
are qualified in their entirety by the provisions of Schedule 14D-1.
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CROSS REFERENCE SHEET
Item in Where located
Schedule 13E-3 Schedule 14D-1
Item 1(a)........................................................... Item 1(a)
Item 1(b)........................................................... Item 1(b)
Item 1(c)........................................................... Item 1(c)
Item 1(d)....................................................................*
Item 1(e)....................................................................*
Item 1(f)....................................................................*
Item 2..................................................................Item 2
Item 3(a)(1)......................................................Item 3(a)(1)
Item 3(a)(2)........................................................ Item 3(b)
Item 3(b)....................................................................*
Item 4.......................................................................*
Item 5..................................................................Item 5
Item 6(a)............................................................Item 4(a)
Item 6(b)....................................................................*
Item 6(c)............................................................Item 4(b)
Item 6(d)............................................................Item 4(c)
Item 7(a).............................................................. Item 5
Item 7(b)....................................................................*
Item 7(c)....................................................................*
Item 7(d)....................................................................*
Item 8.......................................................................*
Item 9.......................................................................*
Item 10.................................................................Item 6
Item 11.................................................................Item 7
Item 12......................................................................*
Item 13......................................................................*
Item 14......................................................................*
Item 15(a)...................................................................*
Item 15(b)..............................................................Item 8
Item 16.............................................................Item 10(f)
Item 17................................................................Item 11
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* The item is not required by Schedule 14D-1, is inapplicable or is answered
in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer of the class of equity security which is the
subject of the Rule 13e-3 transaction is Wiztec Solutions Ltd., a company
limited by shares duly registered
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under the laws of the State of Israel and the address of its principal executive
offices is 8 Maskit Street, Herzlia, 46776, Israel.
(b) The class of equity securities and the amount of such outstanding
securities being sought are 2,050,216 Ordinary Shares New Israeli Shekel 1 par
value, of the Company and 996,917 Ordinary Shares which may be issued during
the course of the Offer as a result of the exercise of any of the warrants and
options to purchase Ordinary Shares which were outstanding as of March 2, 1999.
There were 6,800,416 shares outstanding as of March 2, 1999. As of March 2,
1999 there were 49 holders of record of Ordinary Shares.
(c) The information set forth in "The Tender Offer - Section 6: Price
Range of the Shares; Dividends on the Shares" of the Offer to Purchaser is
incorporated herein by reference.
(d) The information set forth in "The Tender Offer - Section 6: Price
Range of the Shares; Dividends on the Shares" of the Offer to Purchase is
incorporated herein by reference.
(e) The information set forth in "Special Factors - Background of the
Offer" of the Offer to Purchase is incorporated herein by reference.
(f) The information set forth in "Special Factors - Background of the
Offer" and "The Tender Offer - Section 6: Price Range of the Shares; Dividends
on the Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d), (g) This Statement is being filed by the Sub and Parent. The
information set forth in the "Introduction" and "The Tender Offer - Section 9:
Certain Information Concerning Parent and Sub" of the Offer to Purchase is
incorporated herein by reference. The name, business address, present principal
occupation or employment, the material occupations, positions, offices or
employments for the past five years and citizenship of each director and
executive officer of Parent and Sub and the name, principal business and address
of any corporation or other organization in which such occupations, positions,
offices and employments are or were carried on are set forth in Schedule I to
the Offer to Purchase and incorporated herein by reference.
(e) and (f) During the last five years, neither the Sub nor Parent nor,
to the best knowledge of Sub or Parent, any of the persons listed on Schedule I
to the Offer to Purchase (i) have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations or, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) - (b) The information set forth in the "Introduction," "Special
Factors - Background of the Offer," "Special Factors - Related Party
Transactions," and "The Tender Offer -
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Section 9: Certain Information Concerning Parent and Sub" of the Offer to
Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the "Introduction," "Special Factors -
Background of the Offer," "The Tender Offer - Section 1: Terms of the Offer" and
"The Tender Offer - Section 12: Certain Conditions of the Offer" of the Offer to
Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g): The information set forth in the "Introduction," "Special
Factors - Purpose of the Offer; Reasons of Parent and Sub for Offer," "Special
Factors - Plans for Company After the Offer; Certain Effects of the Offer" and
"The Tender Offer - Section 7: Effect of the Offer on the Market for the Shares;
Stock Price Quotation; Exchange Act Registration; Margin Regulations" of the
Offer to Purchase is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "The Tender Offer - Section 10:
Sources and Amount of Funds" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "The Tender Offer - Section 14: Fees
and Expenses" of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "The Tender Offer - Section 10:
Sources and Amount of Funds" of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVE REASONS AND EFFECTS.
(a) - (d) The information set forth in the "Introduction," "Special
Factors - Background of the Offer," "Special Factors - Purpose of the Offer;
Reasons of Parent and Sub for Offer," "Special Factors - Plans for Company After
the Offer; Certain Effects of the Offer," "The Tender Offer - Section 7: Effect
of the Offer on the Market for the Shares; Stock Price Quotation; Exchange Act
Registration; Margin Regulations," and "The Tender Offer - Section 5: Certain
U.S. Federal Income Tax Consequences" of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (b) The information set forth in "Special Factors - Position of
Sub Regarding Fairness of the Offer" of the Offer to Purchase is incorporated
herein by reference.
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(c) The information set forth in "Special Factors--Position of Sub
Regarding Fairness of the Offer" of the Offer to Purchase is incorporated herein
by reference.
(d) A majority of the directors who are not employees of the Company
has not retained an unaffiliated representative to act solely on behalf of
unaffiliated security holders for the purpose of negotiating the terms of the
Offer or preparing a report concerning the fairness of the transaction.
(e) The information set forth in the "Introduction" of the Offer to
Purchase is incorporate herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in "Special Factors - Position of
Sub Regarding Fairness of the Offer," "Special Factors - Financial Analysis by
Parent's Financial Advisor" and "The Tender Offer - Section 14: Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b): The information set forth in the "Introduction," "Special
Factors - Background of Offer," "Special Factors - Interests of Certain Persons
in Offer" and "Special Factors - Beneficial Ownership of Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in the "Introduction" and "Special
Factors - Interests of Certain Persons in Offer" of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the "Introduction" of the Offer to
Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the "Introduction," "Special Factors -
Rights of Shareholders in the Offer" and "The Tender Offer - Section 7: Effect
of the Offer on the Market for the Shares; Stock Price Quotation; Exchange Act
Registration; Margin Regulations" of the Offer to Purchase is incorporated
herein by reference.
(b) Not Applicable.
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(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "The Tender Offer - Section 8: Certain
Information Concerning the Company" and in Schedule II to the Offer to Purchase
is incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth in the "Introduction" and "The Tender
Offer - Section 14: Fees and Expenses" of the Offer to Purchase is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (d)(1) and (d)(2),
respectively, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) 364-Day Credit Agreement dated as of December 16, 1998 among Convergys
Corporation, the Lenders Party Hereto, PNC Bank, National Association,
Nationsbank, N.A. and Citibank, N.A., as Co-Syndication Agents, and The Chase
Manhattan Bank, as Administrative Agent
(b) Broadview Opinion, dated March 25, 1999.
(c) Not applicable.
(d)(1) Offer to Purchase dated April 1, 1999.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(d)(6) Guidelines for Certification of Taxpayer Identification Number Substitute
Form W-9.
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(d)(7) W-8 Certificate of Foreign Status.
(d)(8) Press Release dated March 25, 1999.
(e) Not applicable.
(f) Not applicable.
(g)(1) Complaint filed in Carrazza, et. al., vs. Wiztec Solutions Ltd.,
et. al., Case No. A9901656.
(g)(2) Complaint filed in Tucker vs. Wiztec Solutions Ltd., et. al.,
Case No. A9901672.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: April 1, 1999 Convergys Israel Investments Ltd.
By /s/ William D. Baskett III
__________________________
William D. Baskett III
Vice President
Convergys Corporation
By /s/ William D. Baskett III
__________________________
William D. Baskett III
General Counsel and Secretary
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EXHIBIT INDEX
Exhibits
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(a) 364-Day Credit Agreement dated as of December 16, 1998 among Convergys
Corporation, the Lenders Party Hereto, PNC Bank, National Association,
Nationsbank, N.A. and Citibank, N.A., as Co-Syndication Agents, and The Chase
Manhattan Bank, as Administrative Agent
(b) Broadview Opinion, dated March 25, 1999
(c) Not applicable.
(d)(1) Offer to Purchase dated April 1, 1999.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(d)(6) Guidelines for Certification of Taxpayer Identification Number Substitute
Form W-9.
(d)(7) W-8 Certificate of Foreign Status
(d)(8) Press Release dated March 25, 1999.
(e) Not applicable
(f) Not applicable.
(g)(1) Complaint filed in Carrazza, et. al., vs. Wiztec Solutions Ltd.,
et. al., Case No. A9901656.
(g)(2) Complaint filed in Tucker vs. Wiztec Solutions Ltd., et. al.,
Case No. A9901672.
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