SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 18, 1999
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PEC ISRAEL ECONOMIC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
MAINE 1-8707 13-1143528
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
511 FIFTH AVENUE, NEW YORK, NEW YORK 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 687-2400
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
Item 5. OTHER EVENTS AND
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
On August 18, 1999, PEC Israel Economic Corporation (the "Company") issued
the press release, which is exhibit 1 hereto, reporting that the Special
Committee of the Company's Board of Directors and the Company's Board of
Directors recommended acceptance by the Company's shareholders of a revised
offer from the Company's parent corporation, Discount Investment Corporation
Ltd. ("Discount Investment"), to acquire all of the outstanding shares of common
stock of the Company not owned by Discount Investment for a cash price of
$36.50, an increase of approximately 22% from the previously proposed cash price
of $30.00 per share.
Page 2 of 4 pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEC Israel Economic Corporation
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(Registrant)
By:/James I. Edelson
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Date: August 19, 1999 James I. Edelson,
Executive Vice President
Page 3 of 4 pages
EXHIBIT 99.1
FOR RELEASE IMMEDIATELY
PEC ISRAEL ECONOMIC CORPORATION
REPORTS THAT THE SPECIAL COMMITTEE OF ITS
BOARD OF DIRECTORS AND ITS BOARD OF DIRECTORS
RECOMMEND ACCEPTANCE OF REVISED
OFFER FROM ITS PARENT CORPORATION TO ACQUIRE FOR CASH ALL
OUTSTANDING SHARES AT A PRICE OF $36.50 PER SHARE
NEW YORK, August 18, 1999 . . . . PEC Israel Economic Corporation
(NYSE:IEC) today reported that the Special Committee of its Board of Directors
and its Board of Directors recommended acceptance by its shareholders of a
revised proposal from its parent corporation, Discount Investment Corporation
Ltd. ("Discount Investment"), to acquire all the outstanding shares of PEC not
already owned by Discount Investment for a cash price of $36.50 per share. The
$36.50 per share price represents an increase of approximately 22% from the
previously proposed cash price of $30.00 per share. The recommendation is
subject to the execution of an amendment to the existing merger agreement
satisfactory to the Special Committee.
In making their recommendation, the Special Committee and the Board of
Directors considered, among other factors, the advice of the Special Committee's
financial advisor, Merrill Lynch International.
Completion of the proposed acquisition is subject to the approval of the
shareholders of PEC. It is expected that the merger will take place towards the
end of 1999. Upon the merger, the shares of common stock of PEC will be delisted
from trading on the New York Stock Exchange.
PEC organizes, acquires interests in, finances and participates in the
management of companies, predominantly companies which are located in Israel or
are Israel-related. PEC's website address is http://www.irin.com/iec.
Page 4 of 4 pages
PEC ISRAEL ECONOMIC CORPORATION
511 FIFTH AVENUE
NEW YORK, N. Y. 10017
James I. Edelson Telephone: (212)551-8881
Executive Vice President, Telecopier: (212)599-6281
Secretary and General Counsel Cables: Palecor NewYork
August 19, 1999
BY ELECTRONIC SUBMISSION VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Current Report on Form 8-K reporting
a revised offer to acquire for cash
all outstanding shares of PEC Israel
Economic Corporation at a price of
$36.50 per share
Gentlemen:
On behalf of PEC Israel Economic Corporation ("PEC"), I am pleased to file
herewith by electronic submission via EDGAR a Current Report on Form 8-K
reporting the receipt by PEC Israel Economic Corporation ("PEC") of a revised
offer from PEC's parent corporation to acquire for cash all of the outstanding
shares of common stock of PEC not already owned by PEC's parent corporation at a
price of $36.50 per share.
Very truly yours,
James I. Edelson
cc: New York Stock Exchange