UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.6)
KOOR INDUSTRIES LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.001
(Title of Class of Securities)
500507108(1)
(CUSIP Number)
DISCOUNT INVESTMENT CORPORATION LTD.
THE TRIANGULAR TOWER, 44TH FLOOR
3 AZRIELI CENTER, TEL AVIV 67023
ISRAEL
ATTN: KURT KEREN, ADV.
TELEPHONE #: +972-3-607-5888
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 5, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [_]
* 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 (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).
----------
(1) The CUSIP Number corresponds to the Issuer's American Depository Shares
(individually, an "ADS"), which were publicly traded on the New York Stock
Exchange until June 18, 2007. Each ADS represents 0.20 Ordinary Share. The ISIN
for the Issuer's Ordinary Shares, which are traded on the Tel Aviv Stock
Exchange, is IL006490127.
Page 1 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Discount Investment Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 7,500,021
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
7,500,021
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500,021
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Development Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------
* Includes (i) 7,500,021 Ordinary Shares held by DIC. Does not include (i)
1,119,028 Ordinary Shares and options to purchase 126,616 Ordinary Shares, which
are exercisable within 60 days from July 5, 2007, all of which are held for
members of the public through, among others, provident funds, mutual funds,
pension funds, exchange traded funds and insurance policies, which are managed
by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a
subsidiary of IDB Development, (ii) 8 Ordinary Shares which are held by
unaffiliated third-party client accounts managed by subsidiaries of CIEH as
portfolio managers and (iii) 44,028 Ordinary Shares held for members of the
public through mutual funds which are managed by a company controlled by Epsilon
Investment House Ltd., an indirect subsidiary of IDB Development (collectively,
the "CIEH and Epsilon Shares"). The Reporting Person disclaims beneficial
ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 3 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Holding Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------
* Includes 7,500,021 Ordinary Shares held by DIC and 1,630,214 Ordinary Shares
held by IDB Development. Does not include the CIEH and Epsilon Shares. The
Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 4 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nochi Dankner
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes 7,500,021 Ordinary Shares held by DIC and 1,630,214 Ordinary Shares
held by IDB Development. Does not include the CIEH and Epsilon Shares. The
Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 5 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shelly Bergman
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes 7,500,021 Ordinary Shares held by DIC and 1,630,214 Ordinary Shares
held by IDB Development. Does not include the CIEH and Epsilon Shares. The
Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 6 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ruth Manor
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes 7,500,021 Ordinary Shares held by DIC and 1,630,214 Ordinary Shares
held by IDB Development. Does not include the CIEH and Epsilon Shares. The
Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 7 of 17 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avraham Livnat
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 9,130,235 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
9,130,235 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,130,235 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes 7,500,021 Ordinary Shares held by DIC and 1,630,214 Ordinary Shares
held by IDB Development. Does not include the CIEH and Epsilon Shares. The
Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares.
o Excludes the CIEH and Epsilon Shares.
Page 8 of 17 pages
This amendment No. 6 (the "Amendment") amends and supplements the Statement
on Schedule 13D in respect of the Ordinary Shares, par value NIS 0.001 each
("Ordinary Shares"), of Koor Industries Ltd. (the "Issuer"), initially filed by
IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Mr. Nochi
Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat
(collectively, the "Initial Reporting Persons"), with the Securities and
Exchange Commission on June 6, 2005 (as amended from time to time, the
"Statement"). The Initial Reporting Persons together with Discount Investment
Corporation Ltd. ("DIC") are hereinafter referred to as the "Reporting Persons."
Capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed to such terms in the Statement.
The following amends and supplements Items 1, 2, 3, 4, 5 and 7 of the
Statement.
ITEM 1. SECURITY AND ISSUER
The American Depositary Shares of the Issuer, each representing 0.20 Ordinary
Share, were delisted voluntarily by the Issuer from the New York Stock Exchange
on June 18, 2007. All such American Depositary Shares remaining outstanding on
September 18, 2007 will be exchanged for the underlying Ordinary Shares, and
thereafter will no longer be outstanding.
The principal executive offices of the Issuer are located at the Triangular
Tower, 43rd Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c)
As of July 12, 2007:
IDB Development owned approximately 78.2% of the outstanding shares of DIC.
IDB Holding owned approximately 72.9% of the outstanding shares of IDB
Development.
In addition to approximately 31.02% of the outstanding shares of IDB
Holding owned by Ganden, which is controlled by Nochi Dankner and Shelly Bergman
through Ganden Holdings, Ganden owned approximately 6.7% of the outstanding
shares of IDB Holding, and Ganden Holdings itself owned directly approximately
11.5% of the outstanding shares of IDB Holding. These additional shares of IDB
Holding are not subject to the Shareholders Agreement. Substantially all of
these additional shares of IDB Holding owned by Ganden and Ganden Holdings were
acquired with borrowed funds and are subject to the rights of each respective
shareholder's lending institution in the event of default.
Nochi Dankner (together with a private company controlled by him) and
Shelly Bergman owned approximately 55.5% and 12.6%, respectively, of the
outstanding shares of Ganden Holdings Ltd.
In addition to approximately 10.34% of the outstanding shares of IDB
Holding owned by Manor, which is controlled by Ruth Manor through Manor Holdings
B.A. Ltd., Manor Holdings B.A. Ltd. itself owned directly approximately 1.1% of
the outstanding shares of IDB Holding. These additional shares of IDB Holding
are not subject to the Shareholders Agreement.
In addition to approximately 10.34% of the outstanding shares of IDB
Holding owned by Livnat, which is controlled by Avraham Livnat through Avraham
Livnat Ltd., Avraham Livnat Ltd. itself owned directly approximately 1.2% of the
outstanding shares of IDB Holding. These additional shares of IDB Holding are
not subject to the Shareholders Agreement.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of DIC, IDB Development and
IDB Holding are set forth in Schedules A, B and C, respectively, attached hereto
and incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer of DIC, IDB Development and IDB
Holding named in Schedules A, B, and C to this Amendment has, during the last
five years, been convicted in any criminal proceeding, excluding traffic
violations and similar misdemeanors.
Page 9 of 17 pages
(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer of DIC, IDB Development and IDB
Holding named in Schedules A, B, and C to this Amendment has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
From June 19, 2007 through July 9, 2007 DIC purchased an aggregate of 507,751
Ordinary Shares in open market transactions on the Tel Aviv Stock Exchange for a
total purchase price of NIS 154,364,736 (approximately $36,596,226), excluding
commissions, in cash, using its own funds to pay such total purchase price.
ITEM 4. PURPOSE OF TRANSACTION.
The Ordinary Shares referred to above were purchased for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Percentages are based on 16,610,352 Ordinary Shares outstanding as
of July 12, 2007 (including 15,799 Ordinary Shares owned by a wholly owned
subsidiary of the Issuer), as the Issuer advised the Reporting Persons.
As of July 12, 2007:
DIC directly owns 7,500,021 Ordinary Shares, and may be deemed to share the
power to vote and dispose of these Ordinary Shares, constituting approximately
45.2% of the Ordinary Shares outstanding. These Ordinary Shares do not include
the remainder of up to 11,044 Ordinary Shares which DIC may be required to
purchase pursuant to the Management Option described in Item 4 of amendment No.
1 of the Statement.
IDB Development directly owns 1,630,214 Ordinary Shares, and may be deemed
to share the power to vote and dispose of these Ordinary Shares, constituting
approximately 9.8% of the Ordinary Shares outstanding. IDB Development may also
be deemed to be the beneficial owner, and to share the power to vote and
dispose, of the 7,500,021 Ordinary Shares owned by DIC. As a result, IDB
Development may be deemed to be the beneficial owner, and to share the power to
vote and dispose, of a total of 9,130,235 Ordinary Shares, constituting
approximately 55% of the Ordinary Shares outstanding. IDB Development disclaims
beneficial ownership of all the Ordinary Shares held by DIC.
IDB Holding and the Reporting Persons who are natural persons may be deemed
to share the power to vote and dispose of the aggregate of 9,130,235 Ordinary
Shares beneficially owned by DIC and IDB Development, constituting approximately
55% of the Ordinary Shares outstanding. Each of these Reporting Persons
disclaims beneficial ownership of all the Ordinary Shares held by DIC and IDB
Development.
Information provided to the Reporting Persons indicates that the executive
officers and directors of DIC, IDB Development and IDB Holding did not
beneficially own as of July 12, 2007 any Ordinary Shares.
(c) From June 19, 2007 through July 9, 2007 DIC purchased in open market
transactions a total of 507,751 Ordinary Shares for an aggregate purchase price
of NIS 154,364,736 (approximately $36,596,226), excluding commissions, as set
forth in Appendix 1 attached to this Amendment and incorporated herein by
reference. All these purchases were made on the Tel Aviv Stock Exchange.
Except as stated above, the Reporting Persons have not purchased or sold
any Ordinary Shares during the last 60 days preceding July 12, 2007.
Information provided to the Reporting Persons indicates that none of the
executive officers and directors of DIC, IDB Development and IDB Holding
purchased or sold any Ordinary Shares, during the last 60 days preceding July
12, 2007.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Appendix 1 - The purchases of Ordinary Shares made by DIC on the Tel Aviv
Stock Exchange from June 19, 2007 through July 9, 2007.
Schedules A, - Name, citizenship, residence or business address and present
B and C principal occupation of the directors and executive officers
of (i) DIC, (ii) IDB Development and (iii) IDB Holding.
Page 10 of 17 pages
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
amendment No. 6 is true, complete and correct.
Dated: July 16, 2007
DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
By: Discount Investment Corporation Ltd.
(signed)
By: ___________________________________
Michel Dahan and Kurt Keren, authorized signatories of
Discount Investment Corporation Ltd., for itself and on
behalf of IDB Development Corporation Ltd., IDB Holding
Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor
and Avraham Livnat pursuant to agreements annexed as
Exhibits 4 through 9 to amendment No. 2 of the Statement.
Page 11 of 17 pages
Appendix 1
Purchases of Ordinary Shares made by DIC from June 19, 2007 through July 9,
2007
DATE OF TRANSACTION NUMBER OF ORDINARY SHARES PURCHASED PRICE PER SHARE
------------------- ----------------------------------- ---------------
June 19, 2007 28,120 NIS 278.80
June 24, 2007 150 283.70
53,062 283.80
June 25, 2007 8,200 284.00
July 4, 2007 142 295.80
147 295.90
2,000 296.00
3,000 296.50
1,690 296.80
16,144 297.00
12,211 299.30
334 299.40
974 299.50
9,560 299.60
2,490 299.70
2,008 299.80
3,000 300.00
4,049 301.50
July 5, 2007 1,747 299.00
1,681 299.30
2,151 299.50
900 299.70
970 299.80
451 300.10
50 300.70
900 300.80
900 301.10
900 301.50
1,300 301.70
7,835 301.80
100 301.90
4,924 302.00
706 302.20
712 302.40
663 302.50
219 302.80
2,065 302.90
3,385 303.00
July 8, 2007 20 302.30
150 302.40
476 302.50
40 302.90
2,499 303.00
1,000 303.20
480 303.30
348 304.00
850 304.10
600 304.80
4,071 304.90
2,737 305.00
21,337 305.20
1,982 305.30
July 9, 2007 2,993 310.90
1,600 311.20
590 311.30
500 311.40
3,921 311.50
1,500 311.60
2,000 311.70
2 311.80
4,474 311.90
273,741 312.00
Page 12 of 17 pages
Schedule A
Directors and Executive Officers
o f
Discount Investment Corporation Ltd.
(as of July 12, 2007)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB Holding; Chairman of
3 Azrieli Center, The Triangular Tower, Directors IDB Development, DIC and Clal Industries and Investments Ltd.;
44th floor, Tel-Aviv 67023, Israel Director of companies.
Zehava Dankner Director Member of the executive committee of the Beautiful Israel Council.
64 Pinkas Street, Tel Aviv 62157, Israel
Zvi Livnat Director Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Avi Fischer Director Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD,
United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Gideon Lahav Director Director of companies.
124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel
Moshe Arad External Director Director of companies.
14 Shay Agnon Street, Jerusalem 92586, Israel
Gideon Dover External Director Chief Executive Officer and director of Dover Medical and
11 Hamaalot Street, Herzlia B 46583, Israel Scientific Equipment Ltd.
Prof. Niv Ahituv External Director Professor at the Faculty of Management in the Tel Aviv University.
33 Drezner Street, Tel Aviv 69496, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector of the David
26 Hagderot Street, Savion 56526, Israel Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of companies in the motor vehicle sector of
18 Hareches Street, Savion 56538, Israel the David Lubinski Ltd. group.
Page 13 of 17 pages
Adiel Rosenfeld Director Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840, Israel
Ami Erel President and Chief President and Chief Executive Officer of DIC; Chief Executive
3 Azrieli Center, The Triangular Tower, Executive Officer Officer of Netvision Ltd.
44th floor, Tel-Aviv 67023, Israel
Oren Lieder Senior Vice President and Senior Vice President and Chief Financial Officer of DIC.
3 Azrieli Center, The Triangular Tower, Chief Financial Officer
44th floor, Tel-Aviv 67023, Israel
Raanan Cohen Vice President Vice President of DIC ; Chief Executive Officer of Koor Industries Ltd.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Ari Bronshtein Vice President Vice President of DIC.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Michel Dahan Vice President and Vice President and Comptroller of DIC.
3 Azrieli Center, The Triangular Tower, Comptroller
44th floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France
======================================================================
Schedule B
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of July 12, 2007)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB Holding; Chairman of
3 Azrieli Center, The Triangular Tower, Directors IDB Development, DIC and Clal Industries and Investments Ltd.;
44th floor, Tel-Aviv 67023, Israel Director of companies.
Zehava Dankner Director Member of the executive committee of the Beautiful Israel Council.
64 Pinkas Street, Tel Aviv 62157, Israel
Avi Fischer Deputy Chairman of the Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Board of Directors Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Zvi Livnat Deputy Chairman of the Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Board of Directors Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD,
United Kingdom
Page 14 of 17 pages
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower Executive Officer
44th floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector of the David
26 Hagderot Street, Savion 56526, Israel Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of companies in the motor vehicle sector of
18 Hareches Street, Savion 56538, Israel the David Lubinski Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345,
Israel
Amos Malka External Director Deputy Chairman of Elul group of companies.
18 Nahal Soreq Street, Modi'in 71700, Israel
Dr. Yoram Margalyot External Director Senior lecturer (expert on tax laws) at the Faculty of Law in the
16 Ha'efroni Street, Raanana 43724, Israel Tel Aviv University.
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel
Lior Hannes Senior Executive Vice Senior Executive Vice President of IDB Development; Chairman of
3 Azrieli Center, The Triangular Tower, President Clal Tourism Ltd.
44th floor, Tel-Aviv 67023, Israel
Dr. Eyal Solganik Executive Vice President Executive Vice President and Chief Financial Officer of IDB
3 Azrieli Center, The Triangular Tower, and Chief Financial Officer Development; Chief Financial Officer of IDB Holding.
44th floor, Tel-Aviv 67023, Israel
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Haim Gavrieli Executive Vice President Executive Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President and Vice President and Comptroller of IDB Development; Comptroller of
3 Azrieli Center, The Triangular Tower, Comptroller IDB Holding.
44th floor, Tel-Aviv 67023, Israel
Inbal Tzion Vice President and Vice President and Corporate Secretary of IDB Development;
3 Azrieli Center, The Triangular Tower, Corporate Secretary Corporate Secretary of IDB Holding.
44th floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
======================================================================
Page 15 of 17 pages
Schedule C
Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of July 12, 2007)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB Holding; Chairman of
3 Azrieli Center, The Triangular Tower, Directors and Chief IDB Development, DIC and Clal Industries and Investments Ltd.;
44th floor, Tel-Aviv 67023, Israel Executive Officer Director of companies.
Isaac Manor (*) Deputy Chairman of the Chairman of companies in the motor vehicle sector of the David
26 Hagderot Street, Savion 56526, Israel Board of Directors Lubinski Ltd. group.
Arie Mientkavich Vice Chairman of the Board Chairman of Elron; Deputy Chairman of Gazit-Globe Ltd.; Chairman
14 Betzalel Street, of Directors of Gazit-Globe Israel (Development) Ltd.
Jerusalem 94591, Israel
Zehava Dankner Director Member of the executive committee of the Beautiful Israel Council.
64 Pinkas Street, Tel Aviv 62157, Israel
Lior Hannes Director Executive Vice President of IDB Development; Chairman of Clal
3 Azrieli Center, The Triangular Tower, Tourism Ltd.
44th floor, Tel-Aviv 67023, Israel
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD,
United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower,
44th floor, Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor vehicle sector of
18 Hareches Street, Savion 56538, Israel the David Lubinski Ltd. group.
Meir Rosenne Director Attorney.
14 Aluf Simchoni Street, Jerusalem 92504,
Israel
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel
Zvi Dvoresky External Director Chief Executive Officer of Beit Kranot Trust Ltd.
12 Harofeh Street, Ahuza, Haifa 34366, Israel
Zvi Livnat Director and Executive Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Vice President Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Page 16 of 17 pages
Avi Fischer Executive Vice President Executive Vice President of IDB Holding; Deputy Chairman of IDB
3 Azrieli Center, The Triangular Tower, Development; Co-Chief Executive Officer of Clal Industries and
45th floor, Tel-Aviv 67023, Israel Investments Ltd.
Dr. Eyal Solganik Chief Financial Officer Chief Financial Officer of IDB Holding; Executive Vice President
3 Azrieli Center, The Triangular Tower, and Chief Financial Officer of IDB Development.
44th floor, Tel-Aviv 67023, Israel
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and Comptroller of IDB
3 Azrieli Center, The Triangular Tower, Development.
44th floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
Page 17 of 17 pages