zk1618343.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 32)
 
G. Willi-Food International Ltd.
(Name of Issuer)
 
Ordinary Shares, nominal value NIS 0.10 per share
(Title of Class of Securities)
 
       M52523103      
(CUSIP Number)
 
4 Nahal Harif St.,
Yavne 81224, Israel
Attention: Amir Kaplan, Chief Financial Officer
Telephone:  972-8-932-1000
 
with a copy to:

Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Attn:  Perry Wildes, Adv.
 972-3-607-4444
Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications
 
November 15, 2017
(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), (f) or (g), check the following box: o

Note:  Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
 
CUSIP No.: M52523103
SCHEDULE 13D
Page 2 of 13 Pages
 
1
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Williger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
9,187,988 Ordinary Shares (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,187,988 Ordinary Shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
9,187,988 Ordinary Shares (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
69.39%  (2)
14
TYPE OF REPORTING PERSON
 
IN
 
(1)
Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 12,000 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 204,371 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act.  See Item 5.  The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)
Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer).
 
2
 
CUSIP No.: M52523103
SCHEDULE 13D
Page 3 of 13 Pages
 
1
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zwi Williger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
9,187,988 Ordinary Shares (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,187,988 Ordinary Shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
9,187,988 Ordinary Shares (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
69.39%  (2)
14
TYPE OF REPORTING PERSON
 
IN
 
(1)
Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, (ii) 771,075 Ordinary Shares held directly by B.S.D, (iii) 12,000 Ordinary Shares held directly by JW, and (iv) 204,371 Ordinary Shares held directly by ZW.  JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act.  See Item 5.  The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)
Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer).
 
3
 
CUSIP No.: M52523103
SCHEDULE 13D
Page 4 of 13 Pages
 
1
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.S.D. Crown LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
8,971,617 Ordinary Shares (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,971,617 Ordinary Shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
8,971,617 Ordinary Shares (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
67.76%  (2)
14
TYPE OF REPORTING PERSON
 
CO
 
(1)
Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, and (ii) 771,075 Ordinary Shares held directly by B.S.D.  The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)
Based on 13,240,913 Ordinary Shares outstanding as of November 5, 2018 (as provided by the Issuer).

4
 
 
CUSIP No.: M52523103
SCHEDULE 13D
Page 5 of 13 Pages
 
1
NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willi-Food Investments Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
8,200,542 Ordinary Shares
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,200,542 Ordinary Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
8,200,542 Ordinary Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
61.93% (1)
14
TYPE OF REPORTING PERSON
 
CO
 
(1)
Based on 13,240,913 ordinary shares outstanding as of November 5, 2018 (as provided by the Issuer).
 
5
 
This Amendment No. 32 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.
 
Item 1.  Security and Issuer.
 
The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the “Ordinary Shares”), of G. Willi-Food International Ltd. (the “Issuer”), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 8110602, Israel.
 
Item 2.  Identity and Background.
 
Item 2 of Schedule 13D, “Identity and Background” is amended and restated to read as follows:
 
This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. (“WIL”), B.S.D Crown LTD. (“B.S.D”), Joseph Williger (“JW”), Zwi Williger ("ZW") (the foregoing, collectively, the “Reporting Persons”).  The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.
 
WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.).  JW owns 24.03% of B.S.D's outstanding shares (excluding dormant shares) through two companies, each of which wholly owned by JW (namely, Y.M Dekel Holding and Investments Ltd. ("YMDHI"), and Yossi Willi Management and Investment Ltd. ("YWMI")).  ZW owns 24.67% of B.S.D's outstanding shares (excluding dormant shares), directly and through Zvi V and Co. Ltd., an Israeli private company wholly owned by ZW ("ZVI&C").
 
WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.  B.S.D, an Israeli company listed for trading on the London Stock Exchange (symbol: BSD), holds WIL shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel.   YMDHI and YWMI are both holding companies incorporated in Israel that hold shares of B.S.D. The business address of both YMDHI and YWMI is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. JW is the sole director of YMDHI and YWMI, the Chairman of the Board of Directors of B.S.D, a director of WIL, and a Co-Chairman of the Board of Directors of the Issuer. His principal employment is business management. JW is a citizen of Israel, and his residence or business address is 76 Kaplan St hertzliya  4674311 , Israel.
 
ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. ZVI&C is a holding company incorporated in Israel that holds shares of B.S.D. The business address of both ZW and ZVI&C is 7 Hashikma St., Savion, Israel.
 
Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.
 
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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.
 
6
Item 3. Source and Amount of Funds or other Consideration.
 
Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:
 
On October 24, 2017 JW acquired 12,000 Ordinary Shares of the Issuer in the open market for aggregate consideration of $65,270.
 
From October 11, 2017 to September 28, 2018, ZW acquired 199,458 Ordinary Shares of the Issuer in the open market for aggregate consideration of $1,226,951.
 
Since the last amendment to Schedule 13D filed on August 3, 2017, (i) JW increased his holdings in B.S.D. through YMDHI and YWMI to 31,084,880 shares of B.S.D, which constitute 24.03% of the outstanding shares of B.S.D (excluding dormant shares), and (ii) ZW increased his holdings in B.S.D. directly and through ZVI&C to 31,916,279 shares of B.S.D, which constitute 24.67% of the outstanding shares of B.S.D (excluding dormant shares).
 
Each of JW and ZW used his personal funds to acquire their respective holdings in the Issuer and B.S.D.
 
Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:
 
(a) and (b)
 
As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 61.93% of the outstanding Ordinary Shares.  Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
 
WIL is controlled by its majority shareholder, B.S.D, which directly owns 771,075 Ordinary Shares of the issuer .  JW owns through YMDHI 14.95% of B.S.D's outstanding shares (excluding dormant shares), and owns through YWMI 9.08%% of B.S.D's outstanding shares (excluding dormant shares), and collectively 24.03% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares.  In addition, ZW owns through ZVI&C 10.93% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 13.74% of B.S.D's outstanding shares (excluding dormant shares), and collectively 24.67% of B.S.D's outstanding shares (excluding dormant shares)  and holds the right to vote those shares, which if combined with JW holdings' constitutes a 48.70% holdings of B.S.D. Accordingly, B.S.D, JW and ZW may each be deemed to beneficially own 9,187,988 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 12,000 Ordinary Shares held by JW and 204,371 Ordinary Shares held by ZW), or approximately 69.39% of the outstanding Ordinary Shares.
 
Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

 
7
Because JW and ZW are brothers, both serve as a Co-Chairman of the Board of Directors of the Issuer, and JW is beneficial owner of 24.03% of the outstanding shares of B.S.D and ZW is beneficial owner of 24.67% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act.  However, ZW and JW have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D., WIL or the Issuer, and they disclaim the existence of any such group.
 
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
 
(c)          Except as set forth in the table below, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares.
 
Date
  
Purchaser
  
Number of shares
  
Price in USD
  
September 4, 2018
  
ZW
    
5,000
    
7.00
  
September 26, 2018
  
ZW
    
2,371
    
6.90
  
September 26, 2018
  
ZW
    
5,000
    
6.99
  
September 28, 2018
  
ZW
    
2,000
    
7.00
  
TOTAL
        
14,371
        
 
All such shares were purchased on the open market.
 
(d)          No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
 
(e)          Not applicable.
 
Item 7. Material to be Filed as Exhibits.
 
Item 7 of Schedule 13D, “Material to be Filed as Exhibits” is amended and restated to read as follows:
 
Exhibits:
 
Number
Description
 
 
8
SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.
 
Dated:          November 5,  2018
 
 
/s/ Joseph Williger
Joseph Williger
 
/s/ Zwi Williger
Zwi Williger
 
B.S.D CROWN LTD.
 
By: /s/ Moran Attar
Name: Moran Attar
 Title: Financial Controller
 
WILLI-FOOD INVESTMENTS LTD.
 
By: /s/ Amir Kaplan
Name: Amir Kaplan
 Title:   CFO
 
9
 
Schedule 1
 
Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship.  In addition, any service of such persons as officers or directors of the Issuer is also indicated.  The citizenship of all those listed below is Israel unless otherwise noted.
 
Name
Joseph Williger
Avi Zigelman
Gil Hochboim
Position in B.S.D, WIL, or Issuer
Chairman of the Board of Directors of B.S.D, director in WIL, and a Co-Chairman of the Board of Directors of the Issuer
Director of B.S.D
Director in B.S.D, WIL and the Issuer
Residence or business address
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
2 Dov Carmi St., Tel-Aviv, Israel
33 Mukasey St., Rehovot, Israel
Present principal occupation or employment
Director
Financial Advisor
CFO of S.R. Accord Ltd.
Name of corporation or organization where employed
Yossi Willi Management and Investments Ltd
Self employed
S.R. Accord Ltd.
Address of corporation or organization where employed
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
N/A
10 Klozner St., Ramle, Israel
Description of principal business of corporation or organization where employed
Management and Investments
N/A
S.R. Accord Ltd. is active in the financial market. It is a public Israeli company traded on TASE.
 
10
 
Name
Zwi Williger
Iris Even-Tov
Shlomo Z.  Wertheim
Position in B.S.D, WIL, or Issuer
Director in B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer
External Director in B.S.D.
External Director in B.S.D.
Residence or business address
Nachal Harif Street Northern Industrial Area Yavne, 81106022
20 Lea Goldberg St., Tel-Aviv, Israel
14 Ashfela St., Ramat-Hasharon, Israel
Present principal occupation or employment
Director
CFO and accountant services
Advocate, legal & business advisor
Name of corporation or organization where employed
ZVI V & CO.
Business Growth
S.T. Wertheim
Address of corporation or organization where employed
Nachal Harif Street Northern Industrial Area Yavne, 81106022
20 Lea Goldberg St., Tel-Aviv, Israel
14 Ashfela St., Ramat-Hasharon, Israel
Description of principal business of corporation or organization where employed
Management and Investments
Financial and accountant services
Law Firm

 
11
 
Name
Benzi Sao
Kobi Navon
Ziv Ironi
Position in B.S.D, WIL, or Issuer
Independent Director of WIL and of the Issuer
Independent director in WIL and of the Issuer
External director of WIL and of the Issuer
Residence or business address
42 Hazav St., Kfar Vradim, Israel
13 David Ben Gurion St., Bnei Brak, Israel
2 Ibn Gvirol St., Tel Aviv, Israel
Present principal occupation or employment
Security
CPA (Israel)
Corporate litigator
Name of corporation or organization where employed
SIGNAL – intelligence group
Navon Waisfeld & Co.
Ziv Ironi Advocates & Notary
Address of corporation or organization where employed
26 Histadrut St., Petach Tikva
13 David Ben Gurion St., Bnei Brak
2 Ibn Gvirol St., Tel Aviv, Israel.
Description of principal business of corporation or organization where employed
Consultation in intelligence, investigations and security
Senior partner
Law Office

 
12
 
Name
Ronit Zalman Malach
Michael Luboschitz
Amir Kaplan
Position in B.S.D, WIL, or Issuer
External director of WIL and of the Issuer
CEO of WIL and the Issuer
CFO of WIL and the Issuer
Residence or business address
16 Hana Ruvina St.,
Rishon Lezion 7576258, Israel
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Present principal occupation or employment
Consultant to public companies
CEO of WIL and Issuer
CFO of WIL and Issuer
Name of corporation or organization where employed
Self employed
WIL and Issuer
WIL and Issuer
Address of corporation or organization where employed
16 Hana Rubina St.,
Rishon Lezion 7576258, Israel
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Description of principal business of corporation or organization where employed
Certified Public Accountant & Independent Corporate Finance Professional
Importing and marketing of food products
Importing and marketing of food products

 
 13