0000910662-09-000134.txt : 20090319
<sec-header>0000910662-09-000134.hdr.sgml : 20090319
<acceptance-datetime>20090319165300
ACCESSION NUMBER: 0000910662-09-000134
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090319
DATE AS OF CHANGE: 20090319
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: BLUE SQUARE ISRAEL LTD /ADR/
CENTRAL INDEX KEY: 0001016837
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311]
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-58499
FILM NUMBER: 09693887
BUSINESS ADDRESS:
STREET 1: 2 AMAL ST.
STREET 2: AFEK INDUSTRIAL PARK
CITY: ROSH HAAIN
STATE: L3
ZIP: 48092
BUSINESS PHONE: 97239282670
MAIL ADDRESS:
STREET 1: 2 AMAL ST.
STREET 2: AFEK INDUSTRIAL PARK
CITY: ROSH HAAIN
STATE: L3
ZIP: 48092
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>bluesqsc13da1.txt
</filename><description>AMENDMENT NO. 1
<text>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
BLUE SQUARE - ISRAEL LTD.
-------------------------
(Name of Issuer)
American Depositary Shares, each representing one Ordinary Share
----------------------------------------------------------------
(Title of Class of Securities)
096055108
---------
(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)
February 16, 2009
-------------------------------------------------------
(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. 096055108
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: 2,895,538
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,895,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,895,538**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):6.67%***
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.
** See Item 5.
*** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
2
</page><page>
CUSIP No. 096055108
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: 2,610,256
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,610,256
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,610,256 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.02%***
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.
** See Item 5.
*** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
3
</page><page>
CUSIP No. 096055108
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: 1,891,831
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,891,831
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,891,831 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.36%***
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 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
4
</page><page>
CUSIP No. 096055108
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: 285,281
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 285,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 285,281 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.65%***
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.
** See Item 5.
*** Based on 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
5
</page><page>
CUSIP No. 096055108
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: 251,743
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 251,743
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 251,743 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.58%***
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 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
6
</page><page>
CUSIP No. 096055108
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: 9,194
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,194
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,194 **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.02%***
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 43,372,819 Ordinary Shares, par value NIS 1.0 per share issued and
outstanding as of June 12, 2008, as reported in the Issuer's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 26,
2008.
7
</page><page>
Item 1. Security and Issuer
-------------------
This Amendment No. 1 to the Statement on Schedule 13D dated November 9,
2008 relates to the American Depositary Shares, each representing one Ordinary
Share, par value NIS 1.0 per share and evidenced by American Depositary
Receipts, (the ADSs) of Blue Square - Israel Ltd. (the "Issuer"), an Israeli
company whose principal executive offices are located at Amal 2, Afek Ind. Zone,
Rosh Ha'ayin 48092, Israel. The ADSs are traded on the New York Stock Exchange,
Inc. under the symbol "BSI" .
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 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 Menora Holdings, Menora Insurance,
Menora Finance, Mivtachim Pensions, Menora Gemel, and Menora 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.
--------------------------------------------------
Over the past few years, Menora Insurance, Mivtachim Pensions, Menora
Finance, Menora Gemel and Menora Mutual Funds have purchased an aggregate of
2,895,538 ADSs 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, Mivtachim Pensions, Menora
Finance, Menora Gemel and Menora Mutual Funds.
Item 4. Purpose of Transaction.
-----------------------
The 2,895,538 ADSs purchased by Menora Insurance, Mivtachim Pensions,
Menora Finance, Menora Gemel and Menora Mutual Funds were purchased for
portfolio investment purposes.
Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance,
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;
9
</page><page>
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The 2,895,538 ADSs reported in this Statement as beneficially owned
by Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora
Gemel and Menora Mutual Funds 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
Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora
Gemel and Menora Mutual Funds that any of them is the beneficial owner of any of
the 2,895,538 ADSs 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
2,610,256 ADSs 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 1,891,831 ADSs 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
285,282 ADSs 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 251,743 ADSs 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 9,194 ADSs held by Menora Mutual Funds.
10
</page><page>
(c) The following table sets forth all the transactions in the ADSs
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 New York Stock Exchange, Inc.
Date of Purchase by Number of ADSs
Mivtachim Pensions Purchased Price Per ADS
------------------ --------- -------------
Dec 22, 2008 75,000 $6.69
Dec 24, 2008 9,508 $6.23
Dec 30, 2008 6,497 $5.71
Dec 31, 2008 6,664 $5.62
Jan 06, 2009 3,276 $6.78
Jan 08, 2009 5,886 $6.65
Jan 11, 2009 1,941 $6.81
Jan 12, 2009 5,702 $7.11
Jan 14, 2009 2,503 $7.19
Jan 15, 2009 18,000 $7.06
Jan 19, 2009 8,443 $7.23
Jan 20, 2009 236 $7.33
Jan 21, 2009 72,305 $7.32
Jan 29, 2009 15,208 $7.22
Feb 03, 2009 6,000 $6.63
Feb 04, 2009 6,000 $6.60
Feb 16, 2009 113,870 $6.36
Feb 17, 2009 122,520 $6.27
Mar 03, 2009 11,513 $6.02
Date of Purchase by Number of ADSs
Menora Gemel Purchased Price Per ADS
------------ --------- -------------
Dec 16, 2008 2,535 $7.17
Dec 17, 2008 217 $7.40
Dec 22, 2008 34,886 $6.59
Dec 23, 2008 32,656 $6.53
Jan 18, 2009 250 $7.21
Jan 21, 2009 15,775 $7.32
Feb 08, 2009 68 $7.15
Feb 16, 2009 26,930 $6.36
Feb 17, 2009 230 $6.27
11
</page><page>
Date of Purchase (Sale) by Number of ADSs
Menora Mutual Funds Purchased (Sold) Price Per ADS
------------------- ---------------- -------------
Dec 25, 2008 589 $6.19
Jan 01, 2009 (1,500) $6.52
Jan 04, 2009 160 $6.77
Jan 05, 2009 730 $6.64
Jan 06, 2009 (1,535) $6.64
Jan 07, 2009 1,642 $6.74
Jan 13, 2009 768 $7.23
Jan 21, 2009 500 $7.28
Feb 26, 2009 1,818 $7.28
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 ADSs since December 16, 2008.
(d) No person other than Menora Holdings, Menora Insurance, Menora
Finance, Mivtachim Pensions, Menora Gemel and Menora Mutual Funds has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the ADSs 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*
------------
* Previously filed.
12
</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: March 19, 2009
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
</page><page>
MENORA MIVTACHIM MUTUAL FUNDS LTD.
By: /s/Ronen Avigdor /s/Avi Sternschuss
-----------------------------------
Name: Ronen Avigdor, Avi Sternschuss
Title: C.E.O, Director
14
</page><page>
Schedule 1
List of Officers and Directors
Menora Mivtachim Holdings Ltd.
Name Position
- ---- --------
Menahem Gurevitch Director and Chief Executive Officer
Ari Kalman Deputy Managing Director
Gedalia Doron Chairman of the Board of directors
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
15
</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
Yehuda Ben Assayag Chief Executive Officer
16
</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
- ---- --------
Avi Sternschuss Director and Chairman of the Board
Rami Armon Director
Hayim Levi Director
Eitan Barak Director
Anat Bavitz Director
Ronen Avigdor Chief Executive Officer
17
</page></text>
</description></document>
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