0000910662-08-000541.txt : 20081210
<sec-header>0000910662-08-000541.hdr.sgml : 20081210
<acceptance-datetime>20081210160525
ACCESSION NUMBER: 0000910662-08-000541
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20081210
DATE AS OF CHANGE: 20081210
GROUP MEMBERS: MENORA MIVTACHIM FINANCE LTD.
GROUP MEMBERS: MENORA MIVTACHIM GEMEL LTD.
GROUP MEMBERS: MENORA MIVTACHIM INSURANCE LTD.
GROUP MEMBERS: MENORA MIVTACHIM MUTUAL FUNDS LTD.
GROUP MEMBERS: MENORA MIVTACHIM PENSIONS LTD.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMPAL-AMERICAN ISRAEL CORP
CENTRAL INDEX KEY: 0000731859
STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799]
IRS NUMBER: 130435685
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-20148
FILM NUMBER: 081241178
BUSINESS ADDRESS:
STREET 1: 555 MADISON AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125939842
MAIL ADDRESS:
STREET 1: 555 MADISON AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: AMPAL AMERICAN ISRAEL CORP /NY/
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MENORA MIVTACHIM HOLDINGS LTD.
CENTRAL INDEX KEY: 0001351917
IRS NUMBER: 000000000
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: MENORA HOUSE
STREET 2: 115 ALLENBY STREET
CITY: TEL AVIV
STATE: L3
ZIP: 61008
BUSINESS PHONE: 972-3-710-7864
MAIL ADDRESS:
STREET 1: MENORA HOUSE
STREET 2: 115 ALLENBY STREET
CITY: TEL AVIV
STATE: L3
ZIP: 61008
FORMER COMPANY:
FORMER CONFORMED NAME: MENORAH HOLDINGS LTD.
DATE OF NAME CHANGE: 20060201
</acceptance-datetime></sec-header>
<document>
<type>SC 13D/A
</type><sequence>1
</sequence><filename>ampalsc13da1.txt
<text>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
November 16, 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).
<page>
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: 2,711,607**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,711,607**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,11,607***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.69%****
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** Menora Mivtachim Holdings Ltd. holds 100% of the shares of Menora Mivtachim
Insurance Ltd. and Menora Mivtachim Finance Ltd. Menora Mivtachim Pensions
Ltd. is a wholly owned subsidiary of Menora Mivtachim Insurance Ltd. Menora
Mivtachim Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd. are wholly
owned subsidiaries of Menora Mivtachim Finance Ltd.
*** See Item 5.
**** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
2
</page><page>
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: 1,872,735**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,872,735**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,872,735***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.24%****
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** Menora Mivtachim Insurance Ltd. holds 100% of the shares of Menora
Mivtachim Pensions Ltd.
*** See Item 5.
**** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
3
</page><page>
CUSIP No. 032015109
1 NAME OF REPORTING PERSON: Menora Mivtachim Pensions 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: 855,913
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 855,913
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 855,913 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.48%***
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** See Item 5.
*** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
4
</page><page>
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: 838,872**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 838,872 **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 838,872***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.45%****
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** Menora Mivtachim Finance Ltd. holds 100% of the shares of Menora Mivtachim
Gemel Ltd. and Menora Mivtachim Mutual Funds Ltd.
*** See Item 5.
**** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
5
</page><page>
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: 395,233
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 395,233
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 395,233**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.68%***
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** See Item 5.
*** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
6
</page><page>
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: 8,285
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,285
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,285 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.01%***
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 Finance Ltd., Menora Mivtachim Gemel Ltd.,
and Menora Mivtachim Mutual Funds Ltd.
** See Item 5.
*** Based on 57,792,282 shares of Class A Stock, par value $1.00 issued and
outstanding as of September 30, 2008, as reported in the Issuer's quarterly
report on Form 10Q, filed with the Securities and Exchange Commission on
November 5, 2008.
7
</page><page>
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, Israel. The Class A Stock
are traded on the Nasdaq Global Market under the symbol "AMPL".
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"), together the "Reporting
Persons".
Menora Holdings is a holding company incorporated under the laws of the
State of Israel whose shares are traded on the Tel Aviv Stock Exchange. 61.9% of
Menora Holding's outstanding shares and are held, directly and indirectly, by
Mr. Menahem Gurevitch and 38.1% 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 laws of the State
of Israel. 100.0% 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 laws 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' 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 laws 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 laws of the
State of Israel. 100% of Menora Mutual Funds' outstanding shares are held by
Menora Finance. Menora Mutual Funds' principal business is the management of
mutual funds. The address of Menora Mutual Funds' principal office is Menora
House, 115 Allenby Street, Tel Aviv, Israel 61008.
8
</page><page>
During the last five years, none of the Reporting Persons 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
Finance, Menora Gemel and Menora Mutual Funds purchased and sold Class A Stock
of the Issuer in several transactions. On July 8, 2008 the Reporting Persons
became the holders of more than 5% of the Issuers' outstanding shares and filed
a Schedule 13D with the SEC, with respect to their holdings. As of November 17,
2008 the Reporting Persons held 2,711,607 Class A Stock of the Issuer, less than
5% of the Issuer's outstanding shares.
The sources of the funds used for the purchase of the Issuer's shares
were the investment accounts of the Reporting Persons
Item 4. Purpose of Transaction.
-----------------------
The 2,711,607 Class A Stock purchased by the Reporting Persons as of
November 17, 2008 were purchased for portfolio investment purposes.
The Reporting Persons 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;
9
</page><page>
(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) The 2,711,607 Class A Stock reported in this Statement as
beneficially owned by the Reporting Persons are held for members of the public
through, among others, provident funds, mutual funds, pension funds and
insurance policies, which are managed by Menora Insurance, Mivtachim Pensions,
Menora Finance, Menora Gemel and Menora Mutual Funds, all of which are
subsidiaries of Menora Holdings, each of which operates under independent
management and makes independent voting and investment decisions.
Consequently, this Statement should not be construed as an admission by
the Reporting Persons that any of them is the beneficial owner of any of the
2,711,607 Class A Stock covered by this Statement.
(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
1,016,822 Class A Stock held by 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 855,913 Class A Stock held by Mivtachim Pensions.
Menora Holdings and Menora Finance have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
435,354 Class A Stock held by Menora Finance.
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 395,233 Class A Stock held by 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 8,285 Class A Stock held by Menora Mutual Funds.
(c) The following table sets forth all the transactions in the Class A
Stock effected by Menora Insurance, Mivtachim Pensions, Menora Gemel and Menora
Mutual Funds during the past sixty days. All such transactions were open market
purchases effected on the Nasdaq Global Market.
10
</page><page>
Date of Sales by Mivtachim Number of Class A
Pensions Stock Sold Price Per Share*
-------------------------- ----------------- ----------------
October 12, 2008 (18,500) $2.30
October 15, 2008 (29,750) $2.50
October 23, 2008 (1,375) $2.06
October 26, 2008 (6,562) $2.03
October 30, 2008 (8,452) $2.00
November 4, 2008 (6,477) $2.08
November 11, 2008 (1,640) $1.96
Number of Class A
Date of Sales by Menora Gemel Stock Sold Price Per Share*
----------------------------- ----------------- ----------------
October 12, 2008 (13,750) $2.35
October 22, 2008 1,440 $2.18
October 23, 2008 (242) $2.06
October 26, 2008 (1,159) $2.03
October 30, 2008 (1,492) $2.00
November 4, 2008 (1,143) $2.08
November 10, 2008 3,280 $2.02
November 11, 2008 (1,930) $1.96
Date of Sales by Menora Number of Class A
Mutual Funds Stock Sold Price Per Share*
----------------------- ------------------ ----------------
November 19, 2008 (5,000) $4.40
Except for such transactions, the Reporting Persons have not effected
any transactions in the Class A Stock since October 12, 2008.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Class A Stock reported above in this Item 5.
(e) On November 16 the Reporting Persons ceased to be the
beneficial owner of more than 5% of the Class A Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
-------------------------
None.
Item 7. Material to be Filed as Exhibits.
---------------------------------
None.
11
</page><page>
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: December 10, 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/ Yaron Dwek /s/Yehuda Ben Assayag
-------------------------------------
Name: Yaron Dwek, Yehuda Ben Assayag
Title: Director, Director
12
</page><page>
MENORA MIVTACHIM MUTUAL FUNDS LTD.
By: /s/Ronen Avigdor /s/Yehuda Ben Assayag
--------------------------------------
Name: Ronen Avigdor, Yehuda Ben Assayag
Title: C.E.O, Director
13
</page><page>
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
Shmuel Schwartz Internal Auditor
Yoni Tal Chief Investment Officer
Shai Kompel Chief Financial Officer
Menora Mivtachim Insurance Ltd.
Name Position
- ---- --------
Menahem Gurevitch Director and Chairman of the Board
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
Ronen Kaufman Deputy Managing Director and
Human Resources Division Manager
14
</page><page>
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
Menora Mivtachim Finance Ltd.
Name Position
- ---- --------
Ari Kalman Director and Chairman of the Board
Yoni Tal Director
Shai Kompel Director
Eran Grifel Director
Yacov Rozen Director
Gedalia Doron Director
Yehuda Ben Assayag Chief Executive Officer
15
</page><page>
Menora Mivtachim Gemel Ltd.
Name Position
Yehuda Ben Assayag Director and Chairman of the Board
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 Mutual Funds Ltd.
Name Position
Yehuda Ben Assayag Director and Chairman of the Board
Avi Sternschuss Director
Rami Armon Director
Hayim Levi Director
Eitan Barak Director
Anat Bavitz Director
Ronen Avigdor Chief Executive Officer
16
</page></text>
</filename></document>
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