UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Koor Industries Ltd.
--------------------
(Name of Issuer)
Ordinary Shares, par value NIS 0.001
------------------------------------
(Title of Class of Securities)
500507108(1)
------------
(CUSIP Number)
IDB Holding Corporation Ltd.
The Triangle Tower
44th Floor
3 Azrieli Center
Tel Aviv 67023
Attn: Arthur Caplan, Adv.
Telephone #: 972-3-6075666
--------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 25, 2005
------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
----------------
(1) The CUSIP Number corresponds to the Issuer's American Depository Shares,
which are publicly traded on the New York Stock Exchange. Each American
Depository Share represents 0.20 Ordinary Shares. The ISIN for the Issuer's
Ordinary Shares, which are traded on the Tel Aviv Stock Exchange, is
IL0006490127.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Development Corporation Ltd. ("IDB Development")
_______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
_______________________________________________________________________________
3) SEC USE ONLY
_______________________________________________________________________________
4) SOURCE OF FUNDS WC
_______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
_______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
_______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 0
SHARES ____________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH ____________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ____________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
_______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,765*
_______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
_______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64%
_______________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_______________________________________________________________________________
---------------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of Clal Insurance
Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development, for their
own account. Does not include (i) 232,042.72 Ordinary Shares and (ii) options to
purchase 126,616 Ordinary Shares, which are exercisable within 60 days of June
6, 2005, all of which are held for members of the public through, among others,
provident funds, mutual funds, pension funds and insurance policies, which are
managed by companies controlled by CIEH (the "CIEH Shares").
o Excludes the CIEH Shares.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Holding Corporation Ltd. ("IDB Holding")
_____________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS Not applicable
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 0
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,765*
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
______________________________________________________________________________
----------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of CIEH, a subsidiary
of IDB Development, for their own account. Does not include the CIEH Shares.
o Excludes the CIEH Shares.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nochi Dankner
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS Not applicable
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH _________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH _________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,765*
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
-------------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of CIEH, a subsidiary
of IDB Development, for their own account. Does not include the CIEH Shares.
o Excludes the CIEH Shares.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shelly Bergman
_____________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS Not applicable
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 0
SHARES ____________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH ____________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ____________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,765*
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
-----------------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of CIEH, a subsidiary
of IDB Development, for their own account. Does not include the CIEH Shares.
o Excludes the CIEH Shares.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ruth Manor
_____________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS Not applicable
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 10,727
SHARES _____________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH _____________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 10,727
WITH _____________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,492*
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.71%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
------------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of CIEH, a subsidiary
of IDB Development, for their own account. Does not include the CIEH Shares.
o Excludes the CIEH Shares.
SCHEDULE 13D
CUSIP No. 500507108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avraham Livnat
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS Not applicable
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 0
SHARES ______________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,579,765*
EACH ______________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ______________________________________________________
10) SHARED DISPOSITIVE POWER
1,579,765*
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,765*
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|o
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
--------------------
* Includes 11,765 Ordinary Shares held by two subsidiaries of CIEH, a subsidiary
of IDB Development, for their own account. Does not include the CIEH Shares.
o Excludes the CIEH Shares.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
the ordinary shares, par value New Israeli Shekel ("NIS") 0.001 per share
(the "Ordinary Shares), of Koor Industries Ltd. ("the Issuer"), an Israeli
company. The principal executive offices of the Issuer are located at 14
Hamelacha Street, Rosh Ha'ayin 48091, Israel.
American Depository Shares of the Issuer are publicly traded on
the New York Stock Exchange. Each American Depository Share represents 0.20
Ordinary Shares. The Ordinary Shares are traded on the Tel Aviv Stock
Exchange ("TASE").
Item 2. Identity and Background.
(a) - (c) The following are the names of the Reporting Persons,
the place of organization, principal business, and address of the principal
business or office of each Reporting Person that is a corporation, and the
residence or business address and present principal occupation of each
Reporting Person who is a natural person:
(1) IDB Development Corporation Ltd., an Israeli public company ("IDB
Development"), with its principal office at the Triangle Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its
subsidiaries, organizes, acquires interests in, finances and participates in
the management of companies. The outstanding shares of IDB Development are
listed for trading on the TASE.
(2) IDB Holding Corporation Ltd., an Israeli public company ("IDB
Holding"), with its principal office at the Triangle Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding company
that, through IDB Development, organizes, acquires interests in, finances and
participates in the management of companies. The outstanding shares of IDB
Holding are listed for trading on the TASE. As of June 2, 2005, IDB Holding
owned approximately 65.45% of the outstanding shares of IDB Development. By
reason of IDB Holding's control of IDB Development, IDB Holding may be deemed
beneficial owner of, and to share the power to vote and dispose of, the
Issuer Ordinary Shares owned beneficially by IDB Development.
The following persons may, by reason of their interest in and relationships
among them with respect to IDB Holding, be deemed to control both IDB Holding
and IDB Development.
(3) Mr. Nochi Dankner, whose address is the Triangle Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is
businessman and director of companies.
(4) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv, Israel. Her present principal occupation is director of
companies.
(5) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel.
Her present principal occupation is director of companies.
(6) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle,
Israel. His present principal occupation is Managing Director of Taavura
Holdings Ltd., an Israeli private company.
Nochi Dankner (together with a private company controlled by him) and
Shelly Bergman own approximately 47.1% and 13.4% respectively of the
outstanding shares of, and control, Ganden Holdings Ltd. ("Ganden Holdings"),
a private Israeli corporation, which owns through intermediary private
companies all the outstanding shares of Ganden Investments I.D.B. Ltd.
("Ganden"), a private Israeli corporation which in turn has owned since May
19, 2003 approximately 31.02% of the outstanding shares of IDB Holding. Nochi
Dankner and Shelly Bergman, who are brother and sister, entered into a
memorandum of understanding dated May 5, 2003 setting forth, among other
things, agreements between them as to how they will vote their shares of
Ganden Holdings at its shareholders' meetings, who they will appoint as
directors of such corporation, and first refusal and tag along rights
available to each one of them in connection with sales of shares of such
corporation owned by the other. In addition, pursuant to an Investment and
Shareholders Agreement dated February 9, 2000, as amended, among Ganden
Holdings and all its shareholders, Nochi Dankner has an option exercisable
from time to time until February 15, 2006 to acquire from Ganden Holdings
shares constituting up to 9% of the outstanding shares of such corporation at
the time the option is exercised for the last time. Also, Nochi Dankner
granted to three of Ganden Holdings' other shareholders, owning in the
aggregate approximately 11.9% of Ganden Holdings' outstanding shares, a tag
along right to participate in certain sales of Ganden Holdings' shares by
Nochi Dankner, and one of such shareholders agreed to vote all its shares of
Ganden Holdings, constituting approximately 1.8% of Ganden Holdings'
outstanding shares, in accordance with Nochi Dankner's instructions. Nochi
Dankner is the Chairman of the Boards of Directors, and Shelly Bergman is a
director, of IDB Holding and IDB Development.
Ruth Manor controls a private Israeli corporation which in turn
controls Manor Investments - IDB Ltd. ("Manor"), a private Israeli
corporation owning as of May 31, 2005 approximately 10.34% of the outstanding
shares of IDB Holding. Ruth Manor's husband, Isaac Manor, and their son,
Dori Manor, are directors of IDB Holding and IDB Development
Avraham Livnat controls a private Israeli corporation which owns all
the outstanding shares of Avraham Livnat Investments (2002) Ltd. ("Livnat"),
a private Israeli corporation owning as of May 31, 2005 approximately 10.34%
of the outstanding shares of IDB Holding. Zvi Livnat, a son of Avraham
Livnat, is a director of IDB Holding and IDB Development and Shay Livnat, a
son of Avraham Livnat, is a director of IDB Development.
Ganden, Manor and Livnat entered into a Shareholders Agreement dated
May 23, 2002 (the "IDB Shareholders Agreement") with respect to their
ownership of shares of IDB Holding, constituting in the aggregate
approximately 51.7% of the outstanding shares of IDB Holding, for the purpose
of maintaining and exercising control of IDB Holding as one single group of
shareholders. The IDB Shareholders Agreement provides, among other things,
that Ganden will be the manager of the group as long as Ganden and its
permitted transferees will be the largest shareholders of IDB Holding among
the parties to the IDB Shareholders Agreement; that the parties to the IDB
Shareholders Agreement will vote together at shareholders' meetings of IDB
Holding as shall be determined according to a certain mechanism set forth
therein; and that they will exercise their voting power in IDB Holding for
electing their designees as directors of IDB Holding and its direct and
indirect subsidiaries and other investee companies. Other provisions of the
IDB Shareholders Agreement relate, among other things, to proposed
transactions in shares of IDB Holding by any party thereto, including (i) a
right of "first opportunity" whereby any party wishing to sell any of its
shares of IDB Holding, other than to certain permitted transferees of such
party, must first offer such shares to the other parties, (ii) a "tag along"
right
whereby in case of sale of any shares of IDB Holding owned by the manager of the
group, other than to certain permitted transferees thereof, the other parties
may join such sale, (iii) a "drag along" right whereby in case of sale of all of
the shares of IDB Holding owned by the manager of the group, it may obligate the
other parties to sell all their shares of IDB Holding together with such sale by
the manager of the group to the same purchaser, at the same time and on terms as
set forth in the IDB Shareholders Agreement, (iv) an obligation of any party to
offer its shares of IDB Holding to the other parties upon certain changes in the
control of such party, and (v) a right of participation in future acquisitions
of shares of IDB Holding whereby any party acquiring additional shares of IDB
Holding from third parties must offer the other parties the opportunity to
participate in such acquisition on a pro rata basis. No party may sell shares of
IDB Holding to any purchaser (including permitted transferees of such party)
unless such purchaser joins the IDB Shareholders Agreement and assumes the
rights and obligations of the selling party thereunder with respect to the
shares sold by it. The term of the IDB Shareholders Agreement is twenty years
from May 19, 2003 which may be extended by agreement of all parties thereto, and
may be terminated as to any party in certain circumstances as set forth therein.
Ganden, Manor and Livnat pledged their shares of IDB Holding to a
financial institution as collateral for the repayment of loans with a current
outstanding principal amount of approximately $114 million borrowed by Ganden,
Manor and Livnat to finance part of the price which they paid for the shares of
IDB Holding purchased by them. The scheduled repayment dates of these loans are
spread over a period ending in May 2015. The pledges will be in effect until the
loans are fully repaid, and include, among other things, certain restrictions
relating to the disposition of, and the exercise of the voting rights attached
to, the pledged shares. The lenders may realize the pledges and also may
accelerate the repayment dates of the loans, in several different events (some
of which will not be considered for such purpose to have occurred if rectified
as provided for in the agreements relating to the loans) including, among
others, default by the borrowers in performing their obligations under the
agreements relating to these loans; the occurrence of events that entitle a
third party to accelerate the repayment of other debts of the borrowers, or
certain debts of IDB Holding or any of several specified companies held by it;
if the borrowers or IDB Holding or certain of its major subsidiaries enter into
certain extraordinary transactions such as a merger or reorganization, or sale
or acquisition of major assets, or resolve to be voluntarily wound up, without
the lenders' consent; if any of such entities becomes subject to insolvency,
receivership or certain other similar proceedings; if certain financial ratios
with respect to IDB holding, or a certain minimum ratio between the value of the
collateral and the outstanding balance of the loans, are not met; if the shares
of IDB Holding or certain of its major subsidiaries are delisted from trading on
the Tel Aviv Stock Exchange; if the IDB Shareholders Agreement is amended
without the lenders' consent, or the control of the borrowers is changed; and
the occurrence of a material adverse change in the financial condition of IDB
Holding, which in the lenders' opinion may jeopardize the repayment of the
loans, or an adverse change in the financial condition of certain entities and
persons controlling the borrowers, which in the lenders' opinion may jeopardize
the payment of certain contingent financial liabilities of such entities and
persons in connection with the loans.
By reason of the control of IDB Holding by Nochi Dankner, Shelly
Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as set
forth above, Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat may
each be deemed beneficial owner of, and to share the power to vote and
dispose of, the Issuer Ordinary Shares owned beneficially by IDB Development.
In addition, as of May 31, 2005:
a) Ganden Holdings owned directly 6.59% of the outstanding shares of IDB
Holding. As of June 2, 2005, Ganden Holdings's ownership increased to
approximately 7.07% of the outstanding shares of IDB Holding;
b) Mrs. Shelly Bergman owned, through a wholly owned company,
approximately 7.23% of the outstanding shares of IDB Holding;
Substantially all of Ganden Holdings's and Mrs. Shelly Bergman's
additional holdings were acquired through borrowed funds and are
subject to the rights of each respective shareholder's lending
institution in the event of default.
(c) Another company controlled by Ruth Manor, owned an additional 0.03%
of IDB Holding;
d) Another company controlled by Avraham Livnat owned an additional
0.04% of IDB Holding.
None of the additional holdings set forth in (a) - (d) above are
subject to the IDB Shareholders Agreement referred to above.
The name, citizenship, residence or business address and present
principal occupation of the directors and executive officers of IDB
Development and IDB Holding are set forth in Schedules A and B attached
hereto, respectively, and incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the
Reporting Persons, any director or executive officer named in Schedules A and
B to this Schedule 13D, has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) None of the Reporting Persons or, to the knowledge of the
Reporting Persons, any director or executive officer named in Schedules A and
B to this Schedule 13D has, during the last five years, been 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 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.
IDB Development used approximately $100,335,041(2) of working
capital to purchase an aggregate 1,568,000 Ordinary Shares.
Item 4. Purpose of Transaction.
-----------------
(2) Based on an exchange rate on June 3, 2005 of 1 NIS = 0.226912 USD.
IDB Development acquired the Ordinary Shares for investment
purposes. None of the Reporting Persons, nor to the best of their knowledge,
any of their directors or executive officers, has any present plans or
proposals which relate to or would result in any of the actions described in
subsections (a) through (j) of Item 4 of Schedule 13D.
If the Reporting Persons believe it to be in their interest, the
Reporting Persons may sell all or any portion of the Ordinary Shares held by
them.
Item 5. Interest in Securities of the Issuer.
(a) Percentages are based on 16,389,000 Ordinary Shares outstanding as of
December 31, 2004, as reported in the Issuer's Form 6-K for the month of
March 2005.
On May 25, 2005, IDB Development acquired 1,568,000 Ordinary Shares,
and is deemed to share the power to vote and dispose of these Ordinary
Shares, constituting approximately 9.57% of the Ordinary Shares outstanding.
IDB Development may also be deemed to share the power to vote and dispose of
the 11,765 Ordinary Shares held by two subsidiaries of Clal Insurance
Enterprises Holdings Ltd., for a total of 1,579,765 Ordinary Shares in the
aggregate, constituting approximately 9.64% of the Ordinary Shares
outstanding. IDB Development owns 51.16% of Clal Insurance Enterprises
Holdings Ltd.
IDB Holding and the Reporting Persons who are natural persons may be
deemed to share the power to vote and dispose of the 1,568,000 Ordinary
Shares held by IDB Development, constituting approximately 9.64% of the
Ordinary Shares then outstanding, and the 11,765 Ordinary Shares held by two
subsidiaries of Clal Insurance Enterprises Holdings Ltd., constituting
approximately 0.07% of the Ordinary Shares outstanding.
Two companies controlled by Mrs. Ruth Manor hold an aggregate of 10,727
Ordinary Shares, constituting approximately 0.07% of the Ordinary Shares.
Mrs. Ruth Manor has sole power to vote and dispose of these Ordinary Shares.
An external director of both the Issuer and IDB Holding elected in
accordance with the Israeli Companies Law, has the power to vote and dispose
of 25,417 Ordinary Shares, including options to purchase 8,333 Ordinary
Shares that are exercisable within 60 days of June 6, 2005, constituting
approximately 0.16% of the Ordinary Shares.
Information provided to the Reporting Person indicates that the
executive officers and directors of IDB Holding and IDB Development did not
own as of June 4, 2005 any Ordinary Shares (including Ordinary Shares that
may be acquired pursuant to options to purchase such shares from the Issuer),
except as set forth above.
(b) Not applicable.
(c) Within the last 60 days, the Reporting Persons effected the following
transactions:
On May 25, 2005, IDB Development acquired 1,568,000 Ordinary Shares for
a purchase price per share of approximately $63.99(3), for an aggregate
purchase price of approximately $100,355,041. This purchase was made in a
privately negotiated transaction with another shareholder in Israel.
On May 10, 2005, Mrs. Ruth Manor acquired an aggregate of 3,600
Ordinary Shares for a price per share ranging between approximately $63.10(3)
and approximately $63.30(3), for an aggregate purchase price of approximately
$227,520. These purchases were made in open market transactions on the TASE.
On May 16, 2005, Mrs. Ruth Manor acquired an aggregate of 5,420
Ordinary Shares for a price per share ranging between approximately $62.31(3)
and approximately $63.65(3), for an aggregate purchase price of approximately
$341,460. These purchases were made in open market transactions on the TASE.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Schedules A and B: Name, citizenship, residence or business address
and present principal occupation of the
directors and executive officers of IDB
Development and IDB Holding
Exhibit 1: Letter Agreement dated May 30, 2005 between IDB
Development and IDB Holding authorizing IDB
Holding to file this Statement on Schedule 13D
and any amendments hereto on behalf of IDB
Development.
Exhibit 2: Letter Agreement dated May 30, 2005 between
Nochi Dankner and IDB Holding authorizing IDB
Holding to file this Statement on Schedule 13D
and any amendments hereto on behalf of Nochi
Dankner.
Exhibit 3: Letter Agreement dated May 30, 2005 between
Shelly Bergman and IDB Holding authorizing IDB
holding to file this Statement on Schedule 13D
and any amendments hereto on behalf of Shelly
Bergman.
-----------------
(3) Based on an exchange rate on June 3, 2005 of 1 NIS = 0.226912 USD.
Exhibit 4: Letter Agreement dated May 30, 2005 between Ruth
Manor and IDB Holding authorizing IDB Holding to
file this Statement on Schedule 13D and any
amendments hereto on behalf of Ruth Manor.
Exhibit 5: Letter Agreement dated May 30, 2005 between
Avraham Livnat and IDB Holding authorizing IDB
Holding to file this Statement on Schedule 13D
and any amendments hereto on behalf of Avraham
Livnat.
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 6, 2005
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
By: IDB Holding Corporation Ltd.
By: /s/ Eliahu Cohen
--------------------------------
/s/ Arthur Caplan
--------------------------------
Eliahu Cohen and Arthur Caplan,
authorized signatories of IDB Holding
Corporation Ltd., for itself and on
behalf of IDB Development Corporation
Ltd., Nochi Dankner, Shelly Bergman,
Ruth Manor and Avraham Livnat pursuant
to agreements annexed to this Statement
13D as Exhibits 1 through 5
Schedule A
Directors and Executive Officers
of
IDB DEVELOPMENT COMPANY LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Nochi Dankner Chairman of the Board of Directors Chairman and Chief Executive Officer
The Triangle Tower, of IDB Holding; Chairman of IDB
44th Floor Development, Discount Investment
3 Azrieli Center, Corporation Limited and Clal
Tel Aviv 67023, Israel Industries and Investments Ltd.;
Director of companies
---------------------------------------- -------------------------------------- --------------------------------------
Avi Fischer Deputy Chairman of the Board of Executive Vice President of IDB
The Triangle Tower, Directors Holding; Deputy Chairman of IDB
45th Floor Development; Co-Chief Executive
3 Azrieli Center, Officer of Clal Industries and
Tel Aviv 67023, Israel Investments Ltd.
---------------------------------------- -------------------------------------- --------------------------------------
Zvi Livnat Deputy Chairman of the Board of Executive Vice President of IDB
The Triangle Tower, Directors Holding; Deputy Chairman of IDB
45th Floor Development; Co-Chief Executive
3 Azrieli Center, Officer of Clal Industries and
Tel Aviv 67023, Israel Investments Ltd.
---------------------------------------- -------------------------------------- --------------------------------------
Shelly Bergman Director Director of companies
9, Hamishmar Ha'Ezrachi St.,
Afeka, Tel Aviv Israel
---------------------------------------- -------------------------------------- --------------------------------------
Refael Bisker Director Chairman of Property and Building
The Triangle Tower, Corporation Ltd.
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Jacob Schimmel Director Chairman and Chief Executive Officer
7 Highfield Gardens of UKI Investments
London W11 9HD
United Kingdom
---------------------------------------- -------------------------------------- --------------------------------------
Schedule A
Directors and Executive Officers
of
IDB DEVELOPMENT COMPANY LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street
Herzlia Pituach 46705, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Isaac Manor (*) Director Chairman of companies in the motor
26 Hagderot Street vehicle sector of the David Lubinski
Savion 56526, Israel Ltd. group
---------------------------------------- -------------------------------------- --------------------------------------
Dori Manor (*) Director Chief Executive Officer of companies
18 Hareches Street, Savion 56538, in the motor vehicle sector of the
Israel David Lubinski Ltd. group
---------------------------------------- -------------------------------------- --------------------------------------
Darko Horvat (**) Director Chairman and Chief Executive Officer
20 Kensington Park Gardens of Aktiva group
London W11 3HD
United Kingdom
---------------------------------------- -------------------------------------- --------------------------------------
Abraham Ben Joseph Director Director of companies
87 Haim Levanon Street
Tel Aviv 69345, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Rami (Avraham) Mardor External Director Director of companies
33 Haoranim Street
Kfar Shmariyahu, Israel 46910
---------------------------------------- -------------------------------------- --------------------------------------
Amos Malka External Director Deputy Chairman, Elul
18 Nahal Soreq Street group of companies
Modi'in 71700, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Eliahu Cohen Director and Chief Executive Officer Chief Executive Officer of IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Lior Hannes Executive Vice President Executive Vice President of IDB
The Triangle Tower, Development; Chairman of Clal
44th Floor Tourism Ltd.
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Schedule A
Directors and Executive Officers
of
IDB DEVELOPMENT COMPANY LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Dr. Zehavit Joseph (***) Executive Vice President and Chief Executive Vice President and Chief
The Triangle Tower, Financial Officer Financial Officer of IDB
44th Floor Development; Chief Financial Officer
3 Azrieli Center, of IDB Holding
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Gabriel Perel Executive Vice President Executive Vice President of IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Ari Raved Vice President Vice President of IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Haim Gavrieli Vice President Vice President of IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Haim Tabouch Comptroller Comptroller of IDB Holding and IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Ruti Sapan Vice President, Management Resources Vice President, Management Resources
The Triangle Tower, of IDB Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Unless otherwise indicated, all directors and officers are citizens of Israel
(*) Dual citizen of Israel and France.
(**) Citizen of Slovenia.
(***) Dual citizen of Israel and U.S.A.
Schedule B
Directors and Executive Officers
of
IDB HOLDING CORPORATION LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Nochi Dankner Chairman of the Board of Directors Chairman and Chief Executive Officer
The Triangle Tower, and Chief Executive Officer of IDB Holding; Chairman of IDB
44th Floor Development, Discount Investment
3 Azrieli Center, Corporation Limited and Clal
Tel Aviv 67023, Israel Industries and Investments Ltd.,
Director of companies
---------------------------------------- -------------------------------------- --------------------------------------
Isaac Manor (*) Deputy Chairman of the Board of Chairman of companies in the motor
26 Hagderot Street Directors vehicle sector of the David Lubinski
Savion 56526, Israel Ltd. group
---------------------------------------- -------------------------------------- --------------------------------------
Shelly Bergman Director Director of companies
9, Hamishmar Ha'Ezrachi St.,
Afeka,
Tel Aviv Israel
---------------------------------------- -------------------------------------- --------------------------------------
Zvi Livnat Director and Executive Vice President Executive Vice President of IDB
The Triangle Tower, Holding; Deputy Chairman of IDB
45th Floor Development; Co-Chief Executive
3 Azrieli Center, Officer of Clal Industries and
Tel Aviv 67023, Israel Investments Ltd.
---------------------------------------- -------------------------------------- --------------------------------------
Lior Hannes Director Executive Vice President of IDB
The Triangle Tower, Development; Chairman of Clal
44th Floor Tourism Ltd.
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Refael Bisker Director Chairman of Property and Building
The Triangle Tower, Corporation Ltd.
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Jacob Schimmel Director Chairman and Chief Executive Officer
7 Highfield Gardens of UKI Investments
London W11 9HD
United Kingdom
---------------------------------------- -------------------------------------- --------------------------------------
Schedule B
Directors and Executive Officers
of
IDB HOLDING CORPORATION LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Shaul Ben-Zeev Director Chief Executive Officer of Avraham
Taavura Junction, Ramle Livnat Ltd.
72102, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Eliahu Cohen Director Chief Executive Officer of IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Dori Manor (*) Director Chief Executive Officer of companies
18 Hareches Street, Savion in the motor vehicle sector of the
56538, Israel David Lubinski Ltd. group
---------------------------------------- -------------------------------------- --------------------------------------
Darko Horvat (**) Director Chairman and Chief Executive Officer
20 Kensington Park Gardens of Aktiva group
London W11 3HD
United Kingdom
---------------------------------------- -------------------------------------- --------------------------------------
Meir Rosenne Director Attorney
14 Aluf Simchoni Street
Jerusalem 92504, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir St.
Tel Aviv 69405, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Daniel Doron External Director Business consultant
16 Levi Eshkol St.
Tel Aviv 69361, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Rolando Eisen External Director Director of companies
2 "A" Geiger Street, Naveh Avivim,
Tel Aviv 69341, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Avi Fischer Executive Vice President Executive Vice President of IDB
The Triangle Tower, Holding; Deputy Chairman of IDB
45th Floor Development; Co-Chief Executive
3 Azrieli Center, Officer of Clal Industries and
Tel Aviv 67023, Israel Investments Ltd.
---------------------------------------- -------------------------------------- --------------------------------------
Schedule B
Directors and Executive Officers
of
IDB HOLDING CORPORATION LTD.
(as of June 6, 2005)
---------------------------------------- -------------------------------------- --------------------------------------
Name and Address Position Current Principal Occupation
---------------- -------- ----------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Dr. Zehavit Joseph (***) Chief Financial Officer Chief Financial Officer of IDB
The Triangle Tower, Holding; Executive Vice President
44th Floor and Chief Financial Officer of IDB
3 Azrieli Center, Development
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Haim Tabouch Comptroller Comptroller of IDB Holding and IDB
The Triangle Tower, Development
44th Floor
3 Azrieli Center,
Tel Aviv 67023, Israel
---------------------------------------- -------------------------------------- --------------------------------------
Unless otherwise indicated, all directors and officers are citizens of Israel
(*) Dual citizen of Israel and France.
(**) Citizen of Slovenia.
(***) Dual citizen of Israel and U.S.A.