UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMPAL AMERICAN ISRAEL CORPORATION
---------------------------------
(Name of Issuer)
Class A Stock, par value $1.00 per share
(Title of Class of Securities)
032015109
---------
(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)
July 8, 2008
-------------------------------------------------------
(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. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim 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: 2,972,811 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,972,811 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,972,811 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):5.15%***
14 TYPE OF REPORTING PERSON: HC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachim Finance Ltd.
Menora Mivtachim Insurance Ltd. directly holds 1,124,425 shares of Class A
Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 24,402 shares of Class A Stock of
the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole
voting and dispositive power as to the 2,972,811 shares of Class A Stock of
the Issuer held by Menora Mivtachim Holdings Ltd., Menora Mivtachim
Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Pensions
Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
2
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim Insurance 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: 1,124,425 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,124,425 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,124,425 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.95%***
14 TYPE OF REPORTING PERSON: IC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachi, Finance Ltd.
Menora Mivtachim Insurance Ltd. directly holds 1,124,425 shares of Class A
Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 24,402 shares of Class A
Stock of the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the
sole voting and dispositive power as to the 2,972,811 shares of Class A
Stock of the Issuer held by Menora Mivtachim Holdings Ltd., Menora
Mivtachim Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
3
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim Pensions 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: 1,576,486 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,576,486 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,576,486 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.73%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Funds Ltd. and Menora Mivtachim
Mutual Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachim Finance Ltd.
Menora Mivtachim Insurance Ltd. directly holds 1,124,425 shares of Class A
Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 24,402 shares of Class A
Stock of the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the
sole voting and dispositive power as to the 2,972,811 shares of Class A
Stock of the Issuer held by Menora Mivtachim Holdings Ltd., Menora
Mivtachim Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
4
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim 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: 271,900 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 271,900 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
271,900 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.47%***
14 TYPE OF REPORTING PERSON: HC
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachim Finance Ltd.
Menora Mivtachim Insurance Ltd. directly holds 1,124,425 shares of Class A
Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 24,402 shares of Class A
Stock of the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the
sole voting and dispositive power as to the 2,972,811 shares of Class A
Stock of the Issuer held by Menora Mivtachim Holdings Ltd., Menora
Mivtachim Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
5
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim Gemel 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: 247,498 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 247,498 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
247,498 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.43%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachim Finance Ltd.
Menora Mivtachim Insurance Ltd. directly holds 1,124,425 shares of Class A
Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 24,402 shares of Class A
Stock of the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the
sole voting and dispositive power as to the 2,972,811 shares of Class A
Stock of the Issuer held by Menora Mivtachim Holdings Ltd., Menora
Mivtachim Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, as reported in the Issuer's most recent filing with the Securities
and Exchange Commission.
6
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora 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: 24,402 shares of Class A Stock**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 24,402 shares of Class A Stock**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
24,402 shares of Class A Stock**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.04%***
14 TYPE OF REPORTING PERSON: EP
* The source of the funds used for the purchase of the shares were the
investment accounts of Menora Mivtachim Insurance Ltd., Menora Mivtachim
Pensions Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual
Funds Ltd.
** Menora Mivtachim Holdings Ltd. is the beneficial owner of 2,972,811 shares
of Class A Stock of the Issuer. Mr. Menahem Gurevitch owns, directly and
indirectly, 63.6% of the shares of Menora Mivtachim Holdings Ltd. Menora
Mivtachim Holdings Ltd. holds 97.0% of the shares of Menora Mivtachim
Insurance Ltd. and 100% of the shares of Menora Mivtachim Finance Ltd.
Menora Mivtachim Insurance Company Ltd. directly holds 1,124,425 shares of
Class A Stock of the Issuer. Menora Mivtachim Pensions Ltd., a wholly owned
subsidiary of Menora Mivtachim Insurance Ltd., holds 1,576,486 shares of
Class A Stock of the Issuer. Menora Mivtachim Gemel Ltd., a wholly owned
subsidiary of Menora Mivtachim Finance Ltd., holds 247,498 shares of Class
A Stock of the Issuer. Menora Mivtachim Mutual Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 24,402 shares of Class A Stock of
the Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole
voting and dispositive power as to the 2,972,811 shares of Class A Stock of
the Issuer held by Menora Mivtachim Holdings Ltd., Menora Mivtachim
Insurance Ltd., Menora Mivtachim Finance Ltd., Menora Mivtachim Pensions
Ltd., Menora Mivtachim Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd.
***Based on 57,702,532 shares of Class A Stock issued and outstanding as of July
8, 2008, 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 shares of Class A Stock,
par value $1.00 per share (the "shares of Class A Stock"), of Ampal American
Israel Corporation (the "Issuer"), an Israeli company whose principal executive
offices are located at 111 Arlozorov Street, Tel Aviv 62098, Israel.
Item 2. Identity and Background
-----------------------
This Statement is being filed by Menora Mivtachim Holdings Ltd.
("Menora Holdings"), Menora Mivtachim Insurance Ltd. ("Menora Insurance"),
Menora Mivtachim Finance Ltd. ("Menora Finance"), Menora Mivtachim Pensions Ltd.
("Mivtachim Pensions"), Menora Mivtachim Gemel Ltd., ("Menora Gemel") and Menora
Mivtachim Mutual Funds Ltd. ("Menora Mutual Funds").
Menora Holdings is a holding company incorporated under the law of the
State of Israel whose shares are traded on the Tel Aviv Stock Exchange. 63.6% of
Menora Holding's outstanding shares and are held, directly and indirectly, by
Mr. Menahem Gurevitch and 36.4% of the outstanding shares of Menora Holdings are
held by the public. The address of Menora Holdings' principal office is Menora
House, 115 Allenby Street, Tel Aviv, Israel 61008.
Menora Insurance is a company incorporated under the law of the State
of Israel. 97.0% of Menora Insurance's outstanding shares are held by Menora
Holdings. Menora Insurance's principal business is insurance. The address of
Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel
Aviv, Israel 61008.
Menora Finance is a holding company incorporated under the law of the
State of Israel. 100% of Menora Finance's outstanding shares are held by Menora
Holdings. The address of Menora Finance's principal office is Menora House, 115
Allenby Street, Tel Aviv, Israel 61008.
Mivtachim Pensions is a pension fund established in accordance with the
laws of the State of Israel. 100% of Mivtachim Pensions's outstanding shares are
held by Menora Insurance. The address of Mivtachim Pensions' principal office is
Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan, Israel, 52136.
Menora Gemel is a company incorporated under the law of the State of
Israel. 100% of Menora Gemel's outstanding shares are held by Menora Finance.
Menora Gemel's principal business is the management of provident funds. The
address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel
Aviv, Israel 61008.
Menora Mutual Funds is a company incorporated under the law of the
State of Israel. 100% of Menora Mutual Funds's outstanding shares are held by
Menora Finance. Menora Mutual Funds's principal business is the management of
mutual funds. The address of Menora Mutual Funds's principal office is Menora
House, 115 Allenby Street, Tel Aviv, Israel 61008.
During the last five years, none of Menora Holdings, Menora Insurance,
Menora Finance,
8
Mivtachim Pensions, Menorah Gemel, and Menorah Mutual Funds 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.
--------------------------------------------------
Since November 2006, Menora Insurance, Mivtachim Pensions, Menora Gemel
and Menora Mutual Funds have purchased an aggregate of 2,972,811 shares of Class
A Stock of the Issuer in a series of transactions.
The sources of the funds used for the purchase of the Issuer's shares
were the investment accounts of Menora Insurance Ltd., Mivtachim Pensions Ltd.,
Menora Gemel Ltd. and Menora Mutual Funds Ltd.
Item 4. Purpose of Transaction.
-----------------------
The 2,972,811 shares of Class A Stock purchased by Menora Insurance,
Mivtachim Pensions, Menora Gemel and Menora Mutual Funds were purchased for
portfolio investment purposes.
Menora Holdings, Menora Insurance, Menora Finance, Mivtachim Pensions,
Menora Gemel and Menora Mutual Funds 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;
(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;
9
(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) Menora Holdings and Menora Insurance are the beneficial owners of
1,124,425 shares of Class A Stock held by Menorah Insurance Company, which
constitute approximately 1.95% of the 57,702,532 shares of Class A Stock of the
Issuer, as of July 9, 2008, as reported in the Issuer's most recent filing with
the Securities and Exchange Commission.
Menora Holdings, Menorah Insurance and Mivtachim Pensions are the
beneficial owners of 1,576,486 shares of Class A Stock held by Mivtachim
Pensions, which constitute approximately 2.73% of the 57,702,532 shares of Class
A Stock of the Issuer, as of July 9, 2008, as reported in the Issuer's most
recent filing with the Securities and Exchange Commission.
Menora Holdings, Menora Finance and Menora Gemel are the beneficial
owners of 247,498 shares of Class A Stock held by Menora Gemel, which constitute
approximately 0.43% of the 57,702,532 shares of Class A Stock of the Issuer, as
of July 9, 2008, as reported in the Issuer's most recent filing with the
Securities and Exchange Commission.
Menora Holdings, Menora Finance and Menora Mutual Funds are the
beneficial owners of 24,402 shares of Class A Stock held by Menora Mutual Funds,
which constitute approximately 0.04% of the 57,702,532 shares of Class A Stock
of the Issuer, as of July 9, 2006, as reported in the Issuer's most recent
filing with the Securities and Exchange Commission.
(b) Menora Holdings and Menora Insurance have shared power to vote or
direct the vote and the shared power to dispose or direct the disposition of the
1,124,425 shares of Class A Stock, held by Menora Insurance, which are currently
beneficially owned by Menora Holdings and Menora Insurance.
Menora Holdings, Menora Insurance and Mivtachim Pensions have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 1,576,486 shares of Class A Stock, held by Mivtachim
Pensions, which are currently beneficially owned by Menora Holdings, Menora
Insurance and Mivtachim Pensions.
Menora Holdings, Menora Finance and Menora Gemel have shared power to
vote or direct the vote and the shared power to dispose or direct the
disposition of the 247,498 shares of Class A Stock, held by Menora Gemel, which
are currently beneficially owned by Menora Holdings, Menora Finance and Menora
Gemel.
Menora Holdings, Menora Finance and Menora Mutual Funds have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 24,402 shares of Class A Stock, held by Menora Mutual Funds,
which are currently beneficially owned by Menora Holdings, Menora Finance and
Menora Mutual Funds.
10
(c) The following table sets forth all the transactions in the shares
of Class A Stock of the Issuer effected by Menora Insurance Company, Mivtachim
Pensions, Menora Gemel and Menora Mutual Funds 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 Shares of
Menora Insurance Class A Stock Purchased Price Per Share*
---------------- ----------------------- ----------------
May 20, 2008 1,599 $5.87
May 20, 2008 401 $5.86
May 20, 2008 2,000 $5.89
May 20, 2008 2,000 $5.85
June 12, 2008 1,658 $4.64
June 15, 2008 26,640 $4.55
June 18, 2008 10,000 $4.77
June 22, 2008 27,500 $4.72
June 24, 2008 3,692 $4.81
June 24, 2008 4,600 $4.82
June 26, 2008 4,350 $4.90
June 29, 2008 11,000 $4.72
June 29, 2008 1,563 $4.65
June 29, 2008 589 $4.63
June 29, 2008 1,965 $4.77
June 30, 2008 5,000 $4.79
June 30, 2008 22,000 $4.68
June 30, 2008 5,000 $4.77
July 02, 2008 101,870 $4.59
July 02, 2008 13,289 $4.63
July 02, 2008 6,000 $4.59
July 03, 2008 20,000 $4.58
Number of Shares of
Date of Purchase (Sales) Class A Stock
by Menora Gemel Purchased (Sold) Price Per Share*
--------------- ---------------- ----------------
May 18, 2008 1,030 $5.78
June 01, 2008 16,000 $5.77
June 02, 2008 270 $5.67
July 08, 2008 690 $4.44
Number of Shares of
Date of Purchase (Sales) by Class A Stock
Menora Mutual Funds Purchased (Sold) Price Per Share*
------------------- ---------------- ----------------
June 11, 2008 436 $4.83
June 16, 2008 2,000 $4.68
June 23, 2008 3,500 $4.65
June 24, 2008 3,338 $4.81
11
----------------
* The U.S. dollar price of the 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, Menora Holdings, Menora Insurance,
Mivtachim Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds have
not effected any transactions in the shares of Class A Stock since May 18, 2008.
(d) No person other than Menora Holdings, Menora Insurance, Menora
Finance, Mivtachim Pensions, Menora Gemel and Menora Mutual Funds 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: July 16, 2008
MENORA MIVTACHIM HOLDINGS LTD.
By: /s/Ari Kalman /s/Yoni Tal
Name: Ari Kalman, Yoni Tal
-----------------------
Title: Deputy Managing Director, C.I.O
MENORA MIVTACHIM INSURANCE LTD.
By: /s/Ari Kalman /s/Yoni Tal
--------------------------
Name: Ari Kalman, Yoni Tal
Title: C.E.O, C.I.O
MENORA MIVTACHIM PENSIONS LTD.
By: /s/ Yacov Rozen /s/Rami Armon
-------------------------------
Name: Yacov Rozen, Rami Armon
Title: C.E.O , C.I.O
MENORA MIVTACHIM FINANCE LTD.
By: /s/ Yehuda Ben Assayag /s/Yoni Tal
-----------------------------------
Name: Yehuda Ben Assayag, Yoni Tal
Title: C.E.O, Director
MENORA MIVTACHIM GEMEL LTD.
By: /s/ Itai Yaakov /s/Yehuda Ben Assayag
-------------------------------------
Name: Itai Yaakov, Yehuda Ben Assayag
Title: C.E.O, Director
13
MENORA 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
Menora Mivtachim Holdings Ltd.
Name Position
---- --------
Menahem Gurevitch Chairman of the Board of Directors
and Chief Executive Officer
Ari Kalman Deputy Managing Director
Gedalia Doron Director
Shlomo Milo Director
Jacob Segal Director
Bar Cochva Ben-Gera Director
Eran Grifel Director
Yoni Tal Chief Investment Officer
Shai Kompel Chief Financial Officer
Shmuel Schwartz Internal Auditor
Menora Mivtachim Insurance 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
Eran Grifel Director
Bar Cochva Ben-Gera Director
Yoni Tal Deputy Managing Director and
Investment Division Manager
Shai Kompel Deputy Managing Director and
Accounting Division Manager
Menachem Harpaz Deputy Managing Director and
Non-life Division Manager
Shmuel Schwartz 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
Menora Mivtachim Finance Ltd.
Name Position
---- --------
Yacov Rozen Chairman of the Board of Directors
Yoni Tal Director
Shai Kompel Director
Eran Grifel Director
Ari Kalman Director
Gedalia Doron Director
Yehuda Ben Assayag Chief Executive Officer
Menora Mivtachim Gemel Ltd.
Name Position
---- --------
Yehuda Ben Assayag Chairman of the Board of Directors
Dudi Lydner Director
Yaron Dwek Director
Guy Iluz Director
Tzipi Samet Director
Hezi Zaieg Director
Yossi Gordon Director
Itai Yaakov Chief Executive Officer
Menora Mivtachim Pensions 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
Yacov Rozen Chief Executive Officer
Motti Dahan Chief Operation and Service Officer
Guy Krieger Legal Advisor and General Counsel
Yeshayahu Orzitzer Chief Actuary
Dudi Lydner 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
Menora Mivtachim Mutual Funds Ltd.
Name Position
---- --------
Yehuda Ben Assayag Chairman of the Board of Directors
Avi Sternschuss Director
Rami Armon Director
Hayim Levi Director
Eitan Barak Director
Anat Bavitz Director
Ronen Avigdor Chief Executive Officer
17