UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FORMULA SYSTEMS (1985) LTD.
---------------------------
(Name of Issuer)
Ordinary Shares, NIS 1.00 nominal par value per share
-----------------------------------------------------
(Title of Class of Securities)
346414-10-5
-----------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 27, 2006
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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.
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. 346414-10-5
1 NAME OF REPORTING PERSON: Menorah Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 795,471 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 795,471 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
795,471 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):6.03%***
14 TYPE OF REPORTING PERSON: HC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
2
CUSIP No. 346414-10-5
1 NAME OF REPORTING PERSON: Menorah Insurance Company Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 672,157 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 672,157 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
672,157 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.09%***
14 TYPE OF REPORTING PERSON: IC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
3
CUSIP No. 346414-10-5
1 NAME OF REPORTING PERSON: Mivtachim Pension Funds Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 465,954 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 465,954 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
465,954 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.53%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
4
CUSIP No. 346414-10-5
1 NAME OF REPORTING PERSON: Menorah Finance Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 123,314 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,314 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
123,314 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.93%***
14 TYPE OF REPORTING PERSON: HC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
5
CUSIP No. 346414-10-5
1 NAME OF REPORTING PERSON: Menorah Mivtachim Provident Funds Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 108,387 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 108,387 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
108,387 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.82%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
6
CUSIP No. 346414-10-5
1 NAME OF REPORTING PERSON: Menorah Mivtachim Mutual Funds Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,927 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,927 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,927 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.11%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menorah Insurance Company Ltd., Mivtachim Pension
Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 795,471 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 63.6% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.9% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 206,203
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 465,954 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 108,387 ordinary shares of the
Issuer. Menorah Mivtachim Mutual Funds Ltd., a wholly owned subsidiary of
Menorah Finance Ltd., holds 14,297 ordinary shares of the Issuer.
Accordingly, Mr. Gurevitch may be deemed to have the sole voting and
dispositive power as to the 795,471 ordinary shares of the Issuer held by
Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd., Mivtachim Provident Funds Ltd. and
Menorah Mivtachim Mutual Funds Ltd.
*** Based on 13,200,000 ordinary shares issued and outstanding as of June 20,
2006, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
7
Item 1. Security and Issuer
-------------------
This Statement on Schedule 13D relates to the ordinary shares, nominal
par value NIS 1.00 per share (the "Ordinary Shares"), of Formula Systems (1985)
Ltd. (the "Issuer"), an Israeli company whose principal executive offices are
located at 3 Abba Eban Boulevard, Herzlia 46725, Israel.
Item 2. Identity and Background
-----------------------
This Statement is being filed by Menorah Holdings Ltd. ("Menorah
Holdings"), Menorah Insurance Company Ltd. ("Menorah Insurance Company"),
Menorah Finance Ltd. ("Menorah Finance"), Mivtachim Pension Funds Ltd.
("Mivtachim"), Menorah Mivtachim Provident Funds Ltd., ("Menorah Mivtachim") and
Menorah Mivtachim Mutual Funds Ltd. ("Menorah Mivtachim Mutual").
Menorah Holdings is a holding company incorporated under the law of the
State of Israel. Menorah Holdings shares are traded on the Tel Aviv Stock
Exchange. 63.56% of Menorah Holding's outstanding shares is held, directly and
indirectly, by Mr. Menahem Gurevitch, and 36.44% of Menorah Holdings is held by
the public. The address of Menorah Holdings' principal office is Menorah House,
115 Allenby Street, Tel Aviv, Israel 61008.
Menorah Insurance Company is a company incorporated under the law of
the State of Israel. 96.9% of Menorah Insurance Company's outstanding shares are
held by Menorah Holdings. Menorah Insurance Company's principal business is
insurance. The address of Menorah Insurance's principal office is Menorah House,
115 Allenby Street, Tel Aviv, Israel 61008.
Menorah Finance is a holding company incorporated under the law of the
State of Israel. 100% of Menorah Finance's outstanding shares are held by
Menorah Holdings. The address of Menorah Finance's principal office is Menorah
House, 115 Allenby Street, Tel Aviv, Israel 61008.
Mivtachim is a pension fund, established on December 20, 1995, in
accordance with the laws of the State of Israel. 100% of Mivtachim's outstanding
shares are held by Menorah Insurance Company. The address Mivtachim's principal
office is Shaa'r Hair tower, 7 Jabotinsky Street, Ramat Gan, Israel, 52136.
Menorah Mivtachim is a company incorporated under the law of the State
of Israel. 100% of Menorah Mivtachim's outstanding shares are held by Menorah
Finance. Menorah Mivtachim's principal business is managing of provident funds.
The address Menorah Mivtachim's principal office is Menorah House, 115 Allenby
Street, Tel Aviv, Israel 61008.
Menorah Mivtachim Mutual is a company incorporated under the law of the
State of Israel. 100% of Menorah Mivtachim Mutual's outstanding shares are held
by Menorah Finance. Menorah Mivtachim Mutual's principal business is managing
mutual funds. The address of Menorah Mivtachim Mutual's principal office is
Menorah House, 115 Allenby Street, Tel Aviv, Israel 61008.
8
During the last five years, none of Menorah Holdings, Menorah Insurance
Company, Menorah Finance, Mivtachim, Menorah Mivtachim, and Menorah Mivtachim
Mutual or, any of the directors and executive officers of the respective
corporations listed on Schedule 1 hereto, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding it, he or she was or is subject to
a judgment, decree or final order either enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Over the past few years, Menorah Insurance Company, Mivtachim, Menorah
Mivtachim and Menorah Mivtachim Mutual have purchased an aggregate of 795,471
Ordinary Shares of the Issuer in a series of transactions. On August 27, 2006,
Menorah Holdings and Menorah Insurance Company, became the holders of more than
5% of the ordinary shares of the Issuer, as a result of the acquisition of
10,000 ordinary shares of the Issuer by Mivtachim at a price of $10.14 per
share.
The source of the funds used for the purchase of the Issuer's shares
were the investment accounts of Menorah Insurance Company Ltd., Mivtachim
Pension Funds Ltd., Menorah Mivtachim Provident Funds Ltd. and Menorah Mivtachim
Mutual Funds Ltd.
Item 4. Purpose of Transaction.
-----------------------
The 795,471 Ordinary Shares purchased by Menorah Insurance Company,
Mivtachim Menorah Mivtachim and Menorah Mivtachim Mutual as of September 26,
2006 were purchased for portfolio investment purposes.
Menorah Holdings, Menorah Insurance Company, Menorah Finance, Mivtachim
Menorah Mivtachim and Menorah Mivtachim Mutual currently do not have any plan or
proposal, which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plan or proposal to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
9
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Menorah Holdings and Menorah Insurance Company are the beneficial
owners of 206,203 Ordinary Shares held by Menorah Insurance Company, which
constitute approximately 1.56% of the 13,200,000 Ordinary Shares of the Issuer,
as of June 20, 2006, as reported in the Issuer's most recent filing with the
Securities and Exchange Commission.
Menorah Holdings, Menorah Insurance Company and Mivtachim are the
beneficial owners of 465,954 Ordinary Shares held by Mivtachim, which constitute
approximately 3.53% of the 13,200,000 Ordinary Shares of the Issuer, as of June
20, 2006, as reported in the Issuer's most recent filing with the Securities and
Exchange Commission.
Menorah Holdings, Menorah Finance and Menorah Mivtachim are the
beneficial owners of 108,387 Ordinary Shares held by Menorah Mivtachim, which
constitute approximately 0.82% of the 13,200,000 Ordinary Shares of the Issuer,
as of June 20, 2006, as reported in the Issuer's most recent filing with the
Securities and Exchange Commission.
Menorah Holdings, Menorah Finance and Menorah Mivtachim Mutual are the
beneficial owners of 14,927 Ordinary Shares held by Menorah Mivtachim, which
constitute approximately 0.11% of the 13,200,000 Ordinary Shares of the Issuer,
as of June 20, 2006, as reported in the Issuer's most recent filing with the
Securities and Exchange Commission.
(b) Menorah Holdings and Menorah Insurance Company have shared power to
vote or direct the vote and the shared power to dispose or direct the
disposition of the 206,203 Ordinary Shares, held by Menorah Insurance Company,
which are currently beneficially owned by Menorah Holdings and Menorah Insurance
Company.
Menorah Holdings, Menorah Insurance Company and Mivtachim have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 465,954 Ordinary Shares, held by Mivtachim, which are
currently beneficially owned by Menorah Holdings, Menorah Insurance Company and
Mivtachim.
Menorah Holdings, Menorah Finance and Menorah Mivtachim have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 108,387 Ordinary Shares, held by Menorah Mivtachim, which are
currently beneficially owned by Menorah Holdings, Menorah Finance and Menorah
Mivtachim.
10
Menorah Holdings, Menorah Finance and Menorah Mivtachim Mutual have
shared power to vote or direct the vote and the shared power to dispose or
direct the disposition of the 14,927 Ordinary Shares, held by Menorah Mivtachim
Mutual, which are currently beneficially owned by Menorah Holdings, Menorah
Finance and Menorah Mivtachim Mutual.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Menorah Insurance Company, Mivtachim, Menorha
Mivtachim and Menorha Mivtachim Mutual during the past sixty days. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange.
Date of Purchase by Number of Ordinary
Menorah Insurance Company Shares Purchased Price Per Share*
------------------------- ---------------- ----------------
July 24, 2006 1,421 $10.74
July 26, 2006 4,000 $10.65
August 7, 2006 2,000 $10.69
August 22, 2006 3,000 $10.44
August 24, 2006 1,000 $10.48
August 28, 2006 300 $10.34
August 30, 2006 4,000 $10.45
August 31, 2006 6,549 $10.45
September 12, 2006 24,250 $8.97
Date of Purchase by Number of Ordinary
Mivtachim Shares Purchased Price Per Share*
--------- ---------------- ----------------
August 10, 2006 3,100 $10.79
August 27, 2006 10,000 $10.45
September 5, 2006 30,500 $10.13
September 6, 2006 28,000 $9.38
September 12, 2006 19,000 $9.34
Date of Purchase by Number of Ordinary
Menorah Mivtachim Shares Purchased Price Per Share*
----------------- ---------------- ----------------
August 6, 2006 419 $10.81
August 15, 2006 1,000 $10.64
August 17, 2006 600 $10.76
August 30, 2006 4,128 $10.45
August 31, 2006 657 $10.45
September 3, 2006 326 $10.43
September 5, 2006 3,500 $10.13
September 6, 2006 4,000 $9.38
September 12, 2006 6,000 $9.34
September 12, 2006 4,500 $8.98
11
Date of Purchase (Sales) by Number of Ordinary
Menorah Mivtachim Mutual Shares Purchased (Sold) Price Per Share*
------------------------ ----------------------- ----------------
August 2, 2006 2,500 $10.79
August 9, 2006 1,320 $10.91
August 10, 2006 (800) $10.66
August 15, 2006 1,250 $10.68
August 28, 2006 2,100 $10.34
September 12, 2006 (1,250) $8.93
September 13, 2006 (500) $9.08
----------------
*The U.S. dollar price of shares purchased on the TASE is determined by dividing
the price of an ordinary share in New Israeli Shekels by the representative
exchange rate of the New Israeli Shekel against the U.S. dollar on the same
date. The prices does not include broker's commissions.
Except for such transactions, Menorah Holdings, Menorah Insurance
Company, Menorah Finance, Mivtachim, Menorha Mivtachim and Menorha Mivtachim
Mutual have not effected any transactions in the Ordinary Shares since September
26, 2006.
(d) No person other than Menorah Holdings, Menorah Insurance Company,
Menora Finance, Mivtachim, Menorah Mivtachim and Menorah Mivtachim Mutual have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares reported above in this Item 5.
(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.
---------------------------------
Exhibit 1 - Joint Filing Agreement
12
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: September 26, 2006
MENORAH HOLDINGS LTD.
By: /s/Ari Kalman /s/Yoni Tal
--------------------------
Name: Ari Kalman, Yoni Tal
Title: C.E.O, C.I.O
MENORAH INSURANCE COMPANY LTD.
By: /s/Ari Kalman /s/Yoni Tal
---------------------------
Name: Ari Kalman, Yoni Tal
Title: C.E.O, C.I.O
MIVTACHIM PENSION FUNDS LTD.
By: /s/ Oren El-On /s/Rami Armon
------------------------------
Name: Oren El-On, Rami Armon
Title: C.E.O, C.I.O
MENORAH FINANCE LTD.
By: /s/ Yehuda Ben Assayag /s/Yoni Tal
-----------------------------------
Name: Yehuda Ben Assayag, Yoni Tal
Title: C.E.O, Director
MENORAH MIVTACHIM PROVIDENT FUNDS LTD.
By: /s/ Hagit Levin /s/Yehuda Ben Assayag
-------------------------------------
Name: Hagit Levin, Yehuda Ben Assayag
Title: C.E.O, Director
13
MENORAH MIVTACHIM MUTUAL FUNDS LTD.
By: /s/Ronen Avigdor/s/Yehuda Ben Assayag
-------------------------------------
Name: Ronen Avigdor, Yehuda Ben Assayag
Title: C.E.O, Director
14
Schedule 1
List of Officers and Directors
Menorah Holdings Ltd.
Name Position
---- --------
Menahem Gurevitch Chairman of the Board of Directors
and Chief Executive Officer
Gedalia Doron Director
Shlomo Milo Director
Yochi Devir Director
David Friedman Director
Eran Grifel Director
Niva Gurevitch Director
Yoni Tal Chief Financial Officer
Shmuel Schwartz Controller
Menorah Insurance Company Ltd.
Name Position
---- --------
Menahem Gurevitch Chairman of the Board of Directors
Gedalia Doron Director
Shlomo Milo Director
Jacob Segal Director
Kviateck Uri Director
Ari Kalman Director and Chief Executive Officer
Oren El-on Director
Eran Grifel Director
Niva Guervitch Director
Yoni Tal Deputy Managing Director
and Investment Division Manager
Shmuel Schwartz Deputy Managing Director
and Accounting Division Manager
Menachem Harpaz Deputy Managing Director
and Non-life Division Manager
Ronit Biran Internal Auditor
Yehuda Grossman Information and Technology
Division Manager
Dr. Avraham Levenglick Assistant General Manager
and Chief Actuary
Gershon Gurevitch V.P Logistics and Properties
Gadi Ben - Hamo Assistant General Manager
and North Division Manager
Yaron Dwek Deputy Managing Director
and Life Insurance Division Manager
15
Menorah Finance Ltd.
Name Position
---- --------
Menahem Gurevitch Chairman of the Board of Directors
Gedalia Doron Director
Ari Kalman Director
Yoni Tal Director
Shmuel Schwartz Director
Eran Grifel Director
Oren El-on Director
Yehuda Ben Assayag Chief Executive Officer
Menorah Mivtachim Provident Funds Ltd.
Name Position
---- --------
Oren El-On Chairman of the Board of Directors
Ronen Idel Director
Yaron Dwek Director
Yehuda Ben Assayag Director
Tzipi Samet Director
Hezi Zaieg Director
Hagit Levin Chief Executive Officer
Mivtachim Pension Funds Ltd.
Name Position
---- --------
Menahem Gurevitch Chairman of the Board of Directors
Ari Kalman Director
Shmuel Slavin Director
Haim Katz Director
Tzipi Samet Director
Eran Grifel Director
Yoram Belizovski Director
Gedalia Doron Director
Hezi Zaieg Director
Oren El-on Chief Executive Officer Director
Motti Dahan Chief Operation and Service Officer
Guy Krieger Legal Advisor and General Counsel
Yeshayahu Orzitzer Chief Actuary
Ronen Idel Chief Product and Development Officer
Israel Ezra Chief Financial Officer
Eli Hillel Chief Audit Executive
Rami Armon Chief Investment Officer
Ronny Shilo Division Human Resources
and Administrative Manager
Eyal Azmon Marketing Manager
16
Menorah Mivtachim Mutual Funds Ltd.
Name Position
---- --------
Yehuda Ben Assayag Chairman of the Board of Directors
Avi Sternschuss Director
Rami Armon Director
Hayim Levi Director
Rami Sason Director
Anat Bavitz Director
Ronen Avigdor Chief Executive Officer
17