TENDER OFFER/RIGHTS
OFFERING NOTIFICATION FORM
(Amendment No. __)
| Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: |
| Securities Act Rule 801 (Rights Offering) | o |
| Securities Act Rule 802 (Exchange Offer) | o |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | o |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | x |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | o |
| Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | o |
Koor Industries Ltd.
(Name of Subject
Company)
Not applicable
(Translation of
Subject Company’s Name into English (if applicable))
Israel
(Jurisdiction of
Subject Company’s Incorporation or Organization)
Discount Investment
Corporation Ltd.
(Name of Person(s)
Furnishing Form)
Ordinary Shares, nominal
value NIS 0.001 per share
(Title of Class of
Subject Securities)
5005071081
(CUSIP Number of
Class of Securities (if applicable))
Shlomo Heller, Adv.
Koor Industries Ltd.
The Triangular Tower,
43rd Floor
3 Azrieli Center
Tel Aviv 67023, Israel
Telephone: +972-3-607-5111
(Name, Address (including zip code), and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject
Company)
August 30, 2006
(Date Tender
Offer/Rights Offering Commenced)
1 The CUSIP Number corresponds to the Subject Company’s American Depository Shares (individually, an “ADS”), which are publicly traded on the New York Stock Exchange. Each ADS represents 0.20 Ordinary Share. The ISIN for the Subject Company’s Ordinary Shares, which are traded on the Tel Aviv Stock Exchange, is IL006490127.
| Item 1. | Home Jurisdiction Documents |
| (a)(1) | An English translation of the Hebrew language Offer Document (`Mifrat'), dated August 30, 2006, with respect to an offer to purchase ordinary shares (including ordinary shares represented by American Depositary Shares ("ADSs")) of Koor Industries Ltd., an Israeli company ("Koor"), made by Discount Investment Corporation Ltd., an Israeli company ("Discount"), is attached hereto as Exhibit (a)(1). |
| (a)(2) | Annex D to the Offer Document (Information for Holders of American Depositary Shares) to be used by holders of ADSs is attached hereto as Exhibit (a)(2). |
| (a)(3) | Letter of Transmittal to be used by holders of ADSs is attached hereto as Exhibit (a)(3). |
| (a)(4) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to be used by holders of ADSs is attached hereto as Exhibit (a)(4). |
| (a)(5) | Letter to Clients who are holders of ADSs for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is attached hereto as Exhibit (a)(5). |
| (a)(6) | Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 to be used by holders of ADSs is attached hereto as Exhibit (a)(6). |
| (a)(7) | Notice of Objection to be used by holders of ADSs is attached hereto as Exhibit (a)(7). |
| (a)(8) | Declaration Form ("Declaration of Status for Israeli Income Tax Purposes") to be used by holders of ADSs is attached hereto as Exhibit (a)(8). |
| (a)(9) | An English translation of the form of a Hebrew language advertisement to be published on August 31, 2006 in two Israeli newspapers is attached hereto as Exhibit (a)(9). |
(b) Not applicable.
| Item 2. | Informational Legends |
Not applicable.
| (a)(10) | Text of Press Release issued by Discount on August 30, 2006 is attached hereto as Exhibit (a)(10). |
A written irrevocable consent and power of attorney on Form F-X is filed with the Securities and Exchange Commission (“SEC”) on the date hereof. Discount will promptly communicate any change in the name or address of its agent for service to the SEC by amendment of the Form F-X.
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.
| DISCOUNT INVESTMENT CORPORATION LTD. |
||
| By: /s/ Ami Erel —————————————— Ami Erel President and CEO |
By: /s/ Ari Bronshtein —————————————— Ari Bronshtein Vice President |
|
Dated: August 30, 2006