CUSIP No.: 500 507 108 Schedule 13D Page 1 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 16)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13(d)-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13(d)-2(a)
KOOR INDUSTRIES LTD.
(Name of Issuer)
Ordinary Shares/American Depositary Shares
(Title of Class of Securities)
500 507 108
(CUSIP Number)
Guy P. Lander, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Ave, 12th Floor, New York, NY 10022
(212) 308-8866
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 30, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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).
CUSIP No.: 500 507 108 Schedule 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Claridge Israel LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC, AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,271,166
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,271,166
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,271,166
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.42%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 500 507 108 Schedule 13D Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The Charles Bronfman Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,271,166
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,271,166
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,271,166
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.42%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 500 507 108 Schedule 13D Page 4 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Esarbee Investments Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,271,167
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,271,167
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,271,167
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.42%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 500 507 108 Schedule 13D Page 5 of 12 Pages
The following constitutes Amendment No. 16 ("Amendment No. 16") to the Schedule
13D dated October 22, 1997. This Amendment No. 16 amends and restates the
Schedule 13D as specifically set forth.
Item 1. Security and Issuer.
Unchanged from the initial Statement on Schedule 13D dated October 22,
1997.
Item 2. Identity and Background.
(a) This Amendment No. 16 is being filed on behalf of Claridge Israel LLC,
a Delaware limited liability company ("Claridge"), The Charles Bronfman Trust, a
trust organized under the laws of the State of Delaware ("CBT"), and Esarbee
Investments Limited, a Canadian corporation ("Esarbee", and together with
Claridge and CBT, the "Reporting Persons"). Schedule I to this Statement
contains the name, residence or business address, present principal occupation
and citizenship of each of the Shareholders or Members, or the Trustees thereof,
as applicable, Executive Officers, and Directors or Managers of the Reporting
Persons (collectively, the "Schedule I Persons").
(b) This Amendment No. 16 is being executed by Anfield Ltd. to report, and
Claridge hereby acknowledges, that all shareholder voting arrangements between
Anfield Ltd. and any of the Reporting Persons have been terminated, and that
Anfield is no longer part of a filing group with the Reporting Persons (to the
extent that "group" status previously has not been disclaimed).
(c) Claridge has its principal office at c/o Davies Ward Phillips &
Vineberg LLP, 625 Madison Avenue, 12th Floor, New York, New York 10022. CBT has
its principal office at c/o Wilmington Trust Company, 1100 Market Street,
Wilmington, Delaware 19890-0001. Esarbee has its principal office at c/o
Claridge, Inc., 1170 Peel Street, 8th Floor, Montreal, Quebec H3B 4P2 Canada.
(d) Claridge's principal business consists of the acquisition, ownership,
disposition and reinvestment of investment assets and related business
activities. CBT's principal business and purpose consists of the acquisition,
ownership, disposition and reinvestment of investment assets and related
business activities. Esarbee's principal business consists of the acquisition,
ownership, disposition and reinvestment of investment assets and related
business activities.
(e) During the past five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their Schedule I Persons have been convicted in
a criminal proceeding.
(f) During the past five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their Schedule I Persons have been a party to
any civil proceeding as a result of which it has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
CUSIP No.: 500 507 108 Schedule 13D Page 6 of 12 Pages
For Esarbee the source of funds for the 2,271,167 Ordinary Shares is a
loan from Claridge, as seller of the Ordinary Shares, for $47,189,929.50. The
balance of the consideration for the Ordinary Shares is the assumption of
Claridge's obligation to pay $40,250,000 in principal (one half of the principal
balance) under Claridge's loan agreement with Bank Hapoalim B.M. (the "Bank").
Accordingly, no funds were expended by Esarbee for the latter portion of the
consideration for the Ordinary Shares.
Item 4. Purpose of Transaction.
The securities reported are being held by the Reporting Persons for
investment purposes. The purpose of the Reporting Persons for the reported
transactions is to make a substantial, but not controlling, equity investment in
the Issuer and to work with the Issuer's management to enhance the value of the
Issuer. Except as set forth in this Amendment No. 16 and in the attached
Exhibits, the Reporting Persons do not have any present plans or proposals that
relate to or would result in any of the actions required to be described in Item
4 of Schedule 13D. Each of the Reporting Persons will, from time to time, review
or reconsider its position with respect to the Issuer and may formulate plans or
proposals with respect to any of such matters.
Item 5. Interest in Securities of the Issuer.
(a) Claridge may be deemed to beneficially own 2,271,166 Ordinary Shares.
With respect to Claridge, this represents 14.42% of the Ordinary Shares of the
Issuer (based on 15,673,377 Ordinary Shares represented to be outstanding
December 31, 2003, less Ordinary Shares held by the Company and a subsidiary
(which do not have voting rights).
CBT may also be deemed to beneficially own 2,271,166 Ordinary
Shares, because it holds 99% of the issued and outstanding ownership interests
of Claridge. With respect to CBT, this represents 14.42% of the Ordinary Shares
of the Issuer (based on 15,673,377 Ordinary Shares represented to be outstanding
December 31, 2003, less Ordinary Shares held by the Company and a subsidiary
(which do not have voting rights).
Esarbee may be deemed to beneficially own 2,271,167 Ordinary Shares.
With respect to Esarbee, this represents 14.42% of the Ordinary Shares of the
Issuer (based on 15,673,377 Ordinary Shares represented to be outstanding
December 31, 2003, less Ordinary Shares held by the Company (which do not have
voting rights).
Esarbee acquired 2,271,167 Ordinary Shares from Claridge in a
private transaction pursuant to a Memorandum of Agreement dated December 30,
2003 at 11:30 p.m. EST (the "Agreement") for an aggregate purchase price of
$87,439,929.50 ("Purchase Price"). The Purchase Price is payable (a) to the
extent of $40,250,000 by way of assignment and assumption of Claridge's
obligation to pay on the maturity date the principal amount of Claridge's loan
obligations to the Bank pursuant to a loan agreement between Claridge and the
Bank, dated October 17, 1997, as amended and assigned and assumed, and an
ancillary deed of pledge and cash collateral account agreement and the joint and
several assumption of other obligations with Claridge to the Bank, and (b) to
the extent of $47,189,929.50 by promissory note in the amount of $47,189,929.50.
CUSIP No.: 500 507 108 Schedule 13D Page 7 of 12 Pages
(b) Each of the Reporting Persons has the sole voting and dispositive
rights with respect to the Ordinary Shares which it has already acquired, except
for The Charles Bronfman Trust, which has indirect beneficial ownership of its
Ordinary Shares by virtue of its interest in Claridge Israel LLC.
(c) Except as set forth in this Amendment No. 16, during the last sixty
days there have been no transactions in the Ordinary Shares effected by the
Reporting Persons, nor, to the best of their knowledge, any of their Schedule I
Persons.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
1. Memorandum of Agreement dated December 30, 2003, by and between
Claridge and Esarbee.
CUSIP No.: 500 507 108 Schedule 13D Page 8 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information contained in this statement is
true, complete and correct.
Dated: January 7, 2004.
CLARIDGE ISRAEL LLC ESARBEE INVESTMENTS LIMITED
By: /s/ Andrew Parsons By: /s/ Andrew Parsons
----------------------------- ----------------------------
Name: Andrew Parsons Name: Andrew Parsons
Title: Vice President Title: Vice President
THE CHARLES BRONFMAN TRUST
By: /s/ Jay Rubinstein
-----------------------------
Name: Jay Rubinstein
Title: Trustee
ANFIELD LTD. (solely for the purpose set forth in the
last sentence of Item 2(a) hereof)
By: /s/ Alan Sacks
-----------------------------
Name: Alan Sacks
Title: Director
CUSIP No.: 500 507 108 Schedule 13D Page 9 of 12 Pages
SCHEDULE I
TO SCHEDULE 13D
Information with Respect to
Shareholders or Members, or Trustees thereof,
Executive Officers, and Directors or Members of the Reporting Person
The following sets forth as to each of the members, executive officers and
managers of the Reporting Persons: his or her name; his or her business address;
and his or her present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Unless otherwise specified, the principal employer
of each such individual is Claridge, Inc., the business address of which is 1170
Peel Street, Montreal, Canada H3B 4P2, and each such individual identified below
is a citizen of Canada. To the knowledge of the Reporting Person and the
Members, during the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
no such person was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he or she was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities law
or finding any violation with respect to such laws.
CLARIDGE ISRAEL LLC
Name and Position Present Present Principal
with the Reporting Person Business Address Occupation Citizenship
------------------------- ---------------- ---------- -----------
Members of the Reporting Person:
The Charles Bronfman c/o Davies Ward Investment Holdings United States
Trust Philips & Vineberg LLP
625 Madison Avenue,
12th Floor,
New York, NY 10022
Andell Holdings, LLC 10877 Wilshire Boulevard Investment Holdings United States
Suite 2200
Los Angeles, CA 90024
Trustees of The Charles Bronfman Trust:
Wilmington Trust 1100 Market Street Trust Services United States
Company Wilmington, DE 19890-0001
Jay H. Rubinstein Withers Bergman LLP Principal, Withers United States
157 Church Street Bergman LLP
New Haven, CT 06510
CUSIP No.: 500 507 108 Schedule 13D Page 10 of 12 Pages
Executive Officers of the Reporting Person:
Charles R. Bronfman, 375 Park Avenue, 6th Floor, Philanthropist Canadian
Chairman New York, New York 10152
Bruce I. Judelson, Withers Bergman LLP Principal, Withers United States
President 157 Church Street Bergman LLP
New Haven, CT 06510
Andrew J. Parsons, 1170 Peel Street Senior Vice Canadian
Vice President 8th Floor President &
Montreal, Quebec CFO, Claridge, Inc.
Canada H3B 4P2
Richard P. Doyle, 1170 Peel Street Senior Vice Canadian
Vice President 8th Floor President
Montreal, Quebec Claridge, Inc.
Canada H3B 4P2
Michael D. Vineberg, c/o Davies Ward Attorney Canadian
Secretary Philips & Vineberg LLP
1501 McGill College
Avenue, Montreal,
Quebec, Canada H3A 3N9
Robert M. Jamieson, 1170 Peel Street Controller Canadian
Controller 8th Floor Claridge, Inc.
Montreal, Quebec
Canada H3B 4P2
Board of Managers of the Reporting Person:
Charles R. Bronfman
Bruce I. Judelson Withers Bergman LLP Principal, Withers United States
President 157 Church Street Bergman LLP
New Haven, CT 06510
Guy P. Lander c/o Davies Ward Partner, United States
Philips & Vineberg LLP Davies Ward
625 Madison Avenue, Philips & Vineberg LLP
12th Floor, New York,
New York 10022
CUSIP No.: 500 507 108 Schedule 13D Page 11 of 12 Pages
THE CHARLES BRONFMAN TRUST
Trustees of The Charles Bronfman Trust:
Wilmington Trust Company
Jay H. Rubinstein
ESARBEE INVESTMENTS LIMITED
Name and Position Present Present Principal
with the Reporting Person Business Address Occupation Citizenship
Shareholders of the Reporting Person:
The Charles Rosner 1170 Peel Street Investment Holdings Canadian
Bronfman Family Trust 8th Floor
Montreal, Quebec
Canada H3B 4P2
Trustees of The Charles Rosner Bronfman Family Trust:
Stephen R Bronfman 1170 Peel Street Private Investor Canadian
8th Floor
Montreal, Quebec
Canada H3B 4P2
Robert S. Vineberg c/o Davies Ward Attorney Canadian
Philips & Vineberg LLP
1501 McGill College Avenue
Montreal, Quebec,
Canada H3A 3N9
Ellen Bronfman 18A Danvers Street Private Investor Canadian
Hauptman London 5W3 5AN
England
Arnold M. Ludwick, 1170 Peel Street Retired Executive Canadian
8th Floor
Montreal, Quebec
Canada H3B 4P2
CUSIP No.: 500 507 108 Schedule 13D Page 12 of 12 Pages
Executive Officers of the Reporting Person:
Stephen R. Bronfman, 1170 Peel Street
Chairman 8th Floor
Montreal, Quebec
Canada H3B 4P2
Rob Fetherstonhaugh, 1170 Peel Street President, Canadian
President 8th Floor Claridge, Inc.
Montreal, Quebec
Canada H3B 4P2
Andrew J. Parsons, Vice President, Finance
Richard P. Doyle, Vice President, Corporate Planning
Robert Jamieson, Controller
Michael Vineberg, Secretary
Directors of the Reporting Person:
Stephen R. Bronfman
Andrew J. Parsons
Richard P. Doyle
Rob Fetherstonhaugh