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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ELBIT MEDICAL IMAGING LTD.
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(Name of Issuer)
Ordinary Shares, Nominal Value NIS 1.00 per share
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(Title of Class of Securities)
M 3760510
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(CUSIP Number)
Marc Lavine, Adv.
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13 Yehuda Mozes Street
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Tel Aviv, 67422
Israel
972-3-608-6001
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
See Item 5
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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 that 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(b) for other parties to whom copies are to be sent.
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 (the "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).
(Continued on following pages)
(Page 1 of 9 Pages)
CUSIP No. M 3760510 13D Page 2 of 9
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1 NAME OF REPORTING PERSON: Europe-Israel (M.M.S.) Ltd.
("Europe Israel")
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF Israel
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 11,729,102 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE 11,729,102 shares
REPORTING POWER:
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PERSON WITH 10 SHARED DISPOSITIVE 0 shares
POWER:
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11 AGGREGATE AMOUNT 11,729,102 shares
BENEFICIALLY OWNED BY
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions): [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 53.55%*
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14 TYPE OF REPORTING PERSON: CO
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* Based on 21,904,682 shares issued and outstanding as of June 20, 2005
(excluding 2,842,400 shares held by the Issuer).
2
CUSIP No. M 3760510 13D Page 3 of 9
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1 NAME OF REPORTING PERSON: Control Centers Ltd.
("Control Centers")
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF Israel
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 0 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 11,729,102 shares*
OWNED BY
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EACH 9 SOLE DISPOSITIVE 0 shares
REPORTING POWER:
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PERSON WITH 10 SHARED DISPOSITIVE 11,729,102 shares*
POWER:
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11 AGGREGATE AMOUNT 0 shares
BENEFICIALLY OWNED BY
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions): [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
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14 TYPE OF REPORTING PERSON: CO
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* Includes 11,729,102 ordiniary shares of the Issuer beneficially owned by
Europe-Israel, with respect to which Control Centers may be deemed to have
shared power of voting and disposition by virtue of its holding of 100% of the
issued and outstanding ordinary shares of Europe-Israel. Control Centers
disclaims any such power of voting and and/or disposition.
3
CUSIP No. M 3760510 13D Page 4 of 9
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1 NAME OF REPORTING PERSON: Mordechay Zisser
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF Israel
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 350,000 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 11,729,102 shares*
OWNED BY
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EACH 9 SOLE DISPOSITIVE 350,000 shares
REPORTING POWER:
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PERSON WITH 10 SHARED DISPOSITIVE 11,729,102 shares*
POWER:
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11 AGGREGATE AMOUNT 350,000 shares
BENEFICIALLY OWNED BY
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions): [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.60%**
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14 TYPE OF REPORTING PERSON: IN
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* Includes 11,729,102 ordiniary shares of the Issuer beneficially owned by
Europe-Israel, with respect to which Mr. Zisser may be deemed to have shared
power of voting and disposition by virtue of his control of Control Centers, and
therefore, of Europe-Israel. Mr. Zisser disclaims any such power of voting and
and/or disposition.
** Based on 21,904,682 shares issued and outstanding as of June 20, 2005
(excluding 2,842,400 shares held by the Issuer).
4
This Amendment No. 6 amends the Schedule 13D filed March 11, 1999,
Amendment No. 1 thereto filed May 11, 1999, Amendment No. 2 thereto filed August
16, 1999, Amendment No. 3 thereto filed November 4, 1999, Amendment No. 4
thereto filed February 14, 2001, and Amendment No. 5 thereto filed October 15,
2001 (together, the "Schedule 13D") and is filed by Europe-Israel, Control
Centers and Mordechay Zisser (the "Reporting Persons").
Item 1. Security and Issuer.
This Schedule 13D relates to ordinary shares, nominal value NIS 1.00
per share (the "Ordinary Shares"), of Elbit Medical Imaging Ltd., an Israeli
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 13 Mozes Street, Tel Aviv 67442, Israel.
Item 2. Identity and Background.
The business address of Europe-Israel is 13 Mozes Street, Tel Aviv
67442, Israel. Europe-Israel was organized in Israel and its principal business
is development, construction and operation of commercial and entertainment
centers, through an indirect subsidiary; ownership, management and operation of
hotels, through an indirect subsidiary; investments in research and development
activities of MRI-guided, focused ultrasound, through an indirect subsidiary;
venture-capital investments; and real estate holdings and investment.
The business address of Control Centers is 13 Mozes Street, Tel Aviv
67442, Israel. Control Centers was organized in Israel and its principal
business is development, construction and operation of commercial and
entertainment centers, through an indirect subsidiary; ownership, management and
operation of hotels, through an indirect subsidiary; investments in research and
development activities of MRI-guided, focused ultrasound, through an indirect
subsidiary; venture-capital investments; real estate holdings and investment.
The business address of Mr. Mordechay Zisser is 13 Mozes Street, Tel
Aviv 67442, Israel. Mr. Zisser is the Executive Chairman of the Board of
Directors of Elbit Medical Imaging Ltd., which is engaged in the business of
development, construction and operation of commercial and entertainment centers;
ownership, management and operation of hotels, through an indirect subsidiary;
investments in research and development activities of MRI-guided, focused
ultrasound, through an indirect subsidiary. The address of Elbit Medical Imaging
Ltd. is 13 Mozes Street, Tel Aviv 67442, Israel. Mr. Zisser is an Israeli
citizen. Mr. Zisser owns a controlling interest in Control Centers, which owns
100% of the issued and outstanding shares of Europe-Israel and is the Chairman
of the Board of Directors of each of Europe-Israel and Control Centers.
During the last five years, none of the Reporting Persons has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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 on finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by Europe-Israel in acquiring the
20,414 Ordinary Shares during the period between October 10, 2001 through
November 19, 2002 and referred to in Item 5 hereof was approximately $111,000
(based on daily exchange rates between the NIS and the US dollar published by
the Bank of Israel) applicable to the respective dates of acquisition.
Europe-Israel obtained the funds from credit facilities and funding provided to
it by local financial institutions. Mr. Mordechay Zisser obtained the funds
5
for his acquisition from a local bank. The 350,000 Ordinary Shares that Mr.
Zisser acquired constitute a security for such funding.
Item 4. Purpose of Transaction.
The Reporting Persons acquired and disposed of the Ordinary Shares
for investment purposes. The Reporting Persons may acquire additional securities
of the Issuer or dispose of securities of the Issuer at any time and from time
to time in the open market or otherwise. Although the foregoing represents the
range of activities presently contemplated by the Reporting Persons with respect
to the Issuer, it should be noted that the possible activities of the Reporting
Persons are subject to change at any time.
Mr. Zisser is the Chairman of the Board of Directors of the Issuer
and may be considered the indirect controlling shareholder of the Issuer since
Mr. Zisser has a controlling interest in Control Centers, Control Centers owns
100% of the issued and outstanding shares of Europe-Israel, and Europe-Israel
owns a majority of the issued and outstanding shares of the Issuer. Accordingly,
the Reporting Persons are in a position to control the operations and activities
of the Issuer.
Except as set forth above, the Reporting Persons do not have any
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5 Interest in Securities of the Issuer.
(a) The responses of the Reporting Persons to Rows (11) through (13)
of pages 2, 3 and 4 of this Amendment No. 6 are incorporated herein by
reference. As of June 20, 2005, Europe-Israel beneficially owned 11,729,102
Ordinary Shares, or 53.55% of the total number of Ordinary Shares issued and
outstanding and Mr. Zisser owned 350,000 Ordinary Shares, or 1.60% of the total
number of Ordinary Shares issued and outstanding.
Except as set forth in this Item 5(a), the Reporting Persons do not
beneficially own any Ordinary Shares. The percentages stated above are based on
21,904,682 Ordinary Shares outstanding as of June 20, 2005.
(b) The responses of the Reporting Person to Rows (7) through (10)
of page 2, 3 and 4 and Item 2 of this Amendment No. 6 are incorporated herein by
reference.
(c) From October 10, 2001 through November 19, 2002, Europe-Israel
acquired 20,414 Ordinary Shares, in the aggregate, in various transactions on
the Tel-Aviv Stock Exchange ("TASE") and in private transactions and sold 500
Ordinary Shares in transactions on Nasdaq as set forth below:
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Date Amount of Ordinary Approximate Average Price
Shares Acquired (Sold) Per Share
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October 10, 2001 770 $4.85
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October 11, 2001 750 $4.83
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October 15, 2001 883 $5.00
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October 16, 2001 800 $5.30
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October 18, 2001 1,330 $5.40
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October 22, 2001 350 $5.46
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October 23, 2001 750 $5.42
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October 31, 2001 1,036 $5.50
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November 4, 2001 1,036 $5.45
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6
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Date Amount of Ordinary Approximate Average Price
Shares Acquired (Sold) Per Share
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November 5, 2001 735 $5.45
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December 2, 2001 1,800 $5.22
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December 5, 2001 1,146 $5.16
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February 18, 2002 180 $6.83
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February 27, 2002 2,500 $6.01
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March 6, 2002 1,600 $5.65
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March 7, 2002 500 $5.73
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March 21, 2002 2,000 $5.52
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May 21, 2002 500 $5.32
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May 23, 2002 1,368 $5.13
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May 26, 2002 380 $5.07
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November 19, 2002 (500) $5.02
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In December 2004, in connection with the Issuer's tender offer to
repurchase, at a price of $11.40 per share, up to an aggregate number of
2,800,000 of its Ordinary Shares (the "Tender Offer"), Europe-Israel tendered
substantially all Ordinary Shares held by it. The Tender Offer was made pursuant
to the terms of the Tender Offer Statement on Schedule TO filed by the Issuer
and the amendments thereto, which are incorporated by reference in this Schedule
13D as Exhibit 7. Based on the Issuer's previously announced proration
percentage of approximately 12.73%, Europe-Israel sold to the Issuer 1,707,982
Ordinary Shares in the Tender Offer.
On September 9, 2001, the Issuer granted Mr. Zisser options to
purchase 350,000 ordinary shares NIS 1 nominal value each following the approval
by shareholders of the Issuer at a general meeting of shareholders held on
August 30, 2001. The options immediately vested on the date of grant and were
exercisable for a period of three years ending on September 8, 2004. The
exercise price per share was originally set at NIS 35.7, linked to the rate of
increase in the representative rate of the US dollar between the base rate (NIS
4.2 per 1 US dollar) and the rate known at the time of exercise and was amended,
with the approval of the Company's shareholders at a general meeting on December
25, 2002, to be NIS 44 per option. On September 2, 2004, shareholders of the
Issuer at a general meeting of shareholders approved the extension of the
exercise period of options granted to Mr. Zisser by an additional one year
period, ending on September 8, 2005, at an amended exercise price per option of
NIS 45.7 (instead of NIS 44). On February 27, 2005, Mr. Zisser exercised all of
his 350,000 options at a purchase price of approximately NIS 16 million.
Except as set forth above, there are no other transactions that were
effected during the last 60 days by the Reporting Persons with respect to
Ordinary Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with respect
to Securities of the Issuer.
See Item 7 and discussion in Item 5 with respect to Europe-Israel's
tender of the Issuer's Ordinary Shares in the Tender Offer.
7
Item 7. Material to be Filed as Exhibits.
Exhibit Number Description
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1. English translation from Hebrew of an Agreement, dated February
25, 1999, by and among Europe-Israel and Elron Electronic
Industry Ltd.*
2. Joint Filing Agreement, dated June 29, 2005, by and among
Control Centers, Europe- Israel and Mordechay Zisser
3. English translation of the Loan Agreement, dated May 4, 1999,
by and between Europe-Israel and Bank Hapoalim B.M.*
4. English translation of an amendment to the Stock Purchase
Agreement, dated May 4, 1999, by and between Europe-Israel and
Elron*
5. Agreement, dated July 6, 1999, by and between Europe-Israel and
Control Centers*
6. Loan Agreement, dated August 6, 1999, by and between
Europe-Israel and Bank Leumi Le'Israel B.M.*
7. Tender Offer Statement on Schedule TO of Elbit Medical Imaging
Ltd., as amended (incorporated by reference to the Issuer's
Schedule TO filed on November 23, 2004, Amendment No. 1 to
Schedule TO filed on December 15, 2004 and Amendment No. 2 to
Schedule TO filed on December 28, 2004).
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* Previously filed.
8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Europe-Israel (M.M.S.) Ltd.
By: /s/ Mordechay Zisser
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Mordechay Zisser
Chairman of the board of directors
Control Centers Ltd.
By: /s/ Mordechay Zisser
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Mordechay Zisser
Chairman of the board of directors
/s/ Mordechay Zisser
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Mordechay Zisser
Dated: June 29, 2005
9