UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DELTA GALIL INDUSTRIES LTD.
---------------------------
(Name of Issuer)
Ordinary Shares, NIS 1.00 nominal par value per share
-----------------------------------------------------
(Title of Class of Securities)
None
----
(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)
December 26, 2005
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. None
1 NAME OF REPORTING PERSON: Menorah 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: 988,438 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 988,438 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
988,438 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.28%***
14 TYPE OF REPORTING PERSON: HC
--------------------------
* The funds used for the purchase of the shares were paid from the investment
accounts of Menorah Insurance Company Ltd., Mivtachim Pension Funds Ltd.
and Menorah Mivtachim Provident Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 988,438 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 68.92% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.8% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 493,580
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 401,782 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 93,076 ordinary shares of the
Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole voting
and dispositive power as to the 988,438 ordinary shares of the Issuer held
by Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd. and Mivtachim Provident Funds Ltd.
*** Based on 18,695,165 ordinary shares outstanding, which according to the
Issuer's most recent filing with the Securities and Exchange Commission
were outstanding and issued on January 29, 2006, excluding 1,206,802
ordinary shares held by the Issuer and excluding 45,882 ordinary shares
held by a trustee in connection with the Issuer's stock option plans.
2
CUSIP No. None
1 NAME OF REPORTING PERSON: Menorah Insurance Company 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: 895,362 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 895,362 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
895,362 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.78%***
14 TYPE OF REPORTING PERSON: IC
--------------------------
* The funds used for the purchase of the shares were paid from the investment
accounts of Menorah Insurance Company Ltd., Mivtachim Pension Funds Ltd.
and Menorah Mivtachim Provident Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 988,438 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 68.92% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.8% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 493,580
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 401,782 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 93,076 ordinary shares of the
Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole voting
and dispositive power as to the 988,438 ordinary shares of the Issuer held
by Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd. and Mivtachim Provident Funds Ltd.
*** Based on 18,695,165 ordinary shares outstanding, which according to the
Issuer's most recent filing with the Securities and Exchange Commission
were outstanding and issued on January 29, 2006, excluding 1,206,802
ordinary shares held by the Issuer and excluding 45,882 ordinary shares
held by a trustee in connection with the Issuer's stock option plans.
3
CUSIP No. None
1 NAME OF REPORTING PERSON: Mivtachim Pension 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: 401,782 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 401,782 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
401,782 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.15%***
14 TYPE OF REPORTING PERSON: EP
--------------------------
* The funds used for the purchase of the shares were paid from the investment
accounts of Menorah Insurance Company Ltd., Mivtachim Pension Funds Ltd.
and Menorah Mivtachim Provident Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 988,438 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 68.92% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.8% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 493,580
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 401,782 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 93,076 ordinary shares of the
Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole voting
and dispositive power as to the 988,438 ordinary shares of the Issuer held
by Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd. and Mivtachim Provident Funds Ltd.
*** Based on 18,695,165 ordinary shares outstanding, which according to the
Issuer's most recent filing with the Securities and Exchange Commission
were outstanding and issued on January 29, 2006, excluding 1,206,802
ordinary shares held by the Issuer and excluding 45,882 ordinary shares
held by a trustee in connection with the Issuer's stock option plans.
4
CUSIP No. None
1 NAME OF REPORTING PERSON: Menorah 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: 93,076 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 93,076 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
93,076 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.49%***
14 TYPE OF REPORTING PERSON: HC
--------------------------
* The funds used for the purchase of the shares were paid from the investment
accounts of Menorah Insurance Company Ltd., Mivtachim Pension Funds Ltd.
and Menorah Mivtachim Provident Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 988,438 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 68.92% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.8% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 493,580
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 401,782 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 93,076 ordinary shares of the
Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole voting
and dispositive power as to the 988,438 ordinary shares of the Issuer held
by Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd. and Mivtachim Provident Funds Ltd.
*** Based on 18,695,165 ordinary shares outstanding, which according to the
Issuer's most recent filing with the Securities and Exchange Commission
were outstanding and issued on January 29, 2006, excluding 1,206,802
ordinary shares held by the Issuer and excluding 45,882 ordinary shares
held by a trustee in connection with the Issuer's stock option plans.
5
CUSIP No. None
1 NAME OF REPORTING PERSON: Menorah Mivtachim Provident 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: 93,076 Ordinary Shares **
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 93,076 Ordinary Shares **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
93,076 Ordinary Shares **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.49%***
14 TYPE OF REPORTING PERSON: EP
--------------------------
* The funds used for the purchase of the shares were paid from the investment
accounts of Menorah Insurance Company Ltd., Mivtachim Pension Funds Ltd.
and Menorah Mivtachim Provident Funds Ltd.
** Menorah Holdings Ltd. is the beneficial owner of 988,438 ordinary shares of
the Issuer. Mr. Menahem Gurevitch owns, directly and indirectly, 68.92% of
the shares of Menorah Holdings Ltd. Menorah Holdings Ltd. holds 96.8% of
the shares of Menorah Insurance Company Ltd. and 100% of the shares of
Menorah Finance Ltd. Menorah Insurance Company Ltd. directly holds 493,580
ordinary shares of the Issuer. Mivtachim Pension Funds Ltd., a wholly owned
subsidiary of Menorah Insurance Company Ltd., holds 401,782 ordinary shares
of the Issuer. Menorah Mivtachim Provident Funds Ltd., a wholly owned
subsidiary of Menorah Finance Ltd., holds 93,076 ordinary shares of the
Issuer. Accordingly, Mr. Gurevitch may be deemed to have the sole voting
and dispositive power as to the 988,438 ordinary shares of the Issuer held
by Menorah Holdings Ltd., Menorah Insurance Company Ltd., Menorah Finance
Ltd., Mivtachim Pension Funds Ltd. and Mivtachim Provident Funds Ltd.
*** Based on 18,695,165 ordinary shares outstanding, which according to the
Issuer's most recent filing with the Securities and Exchange Commission
were outstanding and issued on January 29, 2006, excluding 1,206,802
rdinary shares held by the Issuer and excluding 45,882 ordinary shares held
by a trustee in connection with the Issuer's stock option plans
6
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the ordinary shares, nominal
par value NIS 1.00 per share (the "Ordinary Shares"), of Delta Galil Industries
Ltd. (the "Issuer"), an Israeli company whose principal executive offices are
located at 2 Kaufman Street, Tel Aviv 68012, Israel.
Item 2. Identity and Background
This Statement is being filed by Menorah Holdings Ltd. ("Menorah
Holdings"), Menorah Insurance Company Ltd. ("Menorah Insurance Company"),
Menorah Finance Ltd. ("Menorah Finance"), Mivtachim Pension Funds Ltd.
("Mivtachim"), and Menorah Mivtachim Provident Funds Ltd., ("Menorah
Mivtachim").
Menorah Holdings is a holding company incorporated under the law of the
State of Israel. Menorah Holdings shares are traded on the Tel Aviv Stock
Exchange. 68.92% of Menorah Holding's outstanding shares is held, directly and
indirectly, by Mr. Menahem Gurevitch, and 31.08% of Menorah Holdings is held by
the public. The address of Menorah Holdings' principal office is Menorah House,
115 Allenby Street, Tel Aviv, Israel 61008.
Menorah Insurance Company is a company incorporated under the law of
the State of Israel. 96.8% of Menorah Insurance Company's outstanding shares is
held by Menorah Holdings. Menorah Insurance Company's principal business is
insurance. The address of Menorah Insurance's principal office is Menorah House,
115 Allenby Street, Tel Aviv, Israel 61008.
Menorah Finance is a holding company incorporated under the law of the
State of Israel. 100% of Menorah Finance's outstanding shares is held by Menorah
Holdings. The address of Menorah Finance's principal office is Menorah House,
115 Allenby Street, Tel Aviv, Israel 61008.
Mivtachim is a pension fund, established on December 20, 1995, in
accordance with the laws of the State of Israel. 100% of Mivtachim's outstanding
shares is held by Menorah Insurance Company. The address Mivtachim's principal
office is Shaa'r Hair tower, 7 Jabotinsky Street, Ramat Gan, Israel, 52136.
Menorah Mivtachim is a company incorporated under the law of the State
of Israel. 100% of Menorah Mivtachim's outstanding shares is held by Menorah
Finance. Menorah Mivtachim's principal business is managing of provident funds.
The address Menorah Mivtachim's principal office is Menorah House, 115 Allenby
Street, Tel Aviv, Israel 61008.
During the last five years, none of Menorah Holdings, Menorah Insurance
Company, Menorah Finance, Mivtachim, and Menorah Mivtachim 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
7
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, Menorah Insurance Company, Mivtachim and
Menorah Mivtachim purchased an aggregate of 988,438 Ordinary Shares of the
Issuer in a series of transactions over the past few years. On December 26,
2005, Menorah Holdings and Menorah Insurance Company became, the holders of more
than 5% of the ordinary shares of the Issuer, as a result of the acquisition of
18,000 ordinary shares of the Issuer by Mivtachim at a price of approximately
$5.01.
The funds used for the purchase of the Issuer's shares were paid by
Menorah Insurance Company, Mivtachim and Menorah Mivtachim from their investment
accounts.
Item 4. Purpose of Transaction.
-----------------------
The 988,438 Ordinary Shares purchased by Menorah Insurance Company,
Mivtachim and Menorah Mivtachim as of January 16, 2006 were purchased for
portfolio investment purposes.
Menorah Holdings, Menorah Insurance Company, Menorah Finance, Mivtachim
and Menorah Mivtachim currently do not have any plan or proposal, which relates
to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plan or proposal to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any
person;
8
(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) Menorah Holdings and Menorah Insurance Company are the beneficial
owners of 493,580 Ordinary Shares held by Menorah Insurance Company, which
constitute approximately 2.64% of the 18,695,165 Ordinary Shares of the Issuer,
which according to the Issuer's most recent filing with the Securities and
Exchange Commission, were outstanding and issued on January 16, 2006.
Menorah Holdings, Menorah Insurance Company and Mivtachim are the
beneficial owners of 401,782 Ordinary Shares held by Mivtachim, which constitute
approximately 2.15% of the 18,695,165 Ordinary Shares of the Issuer, which
according to the Issuer's most recent filing with the Securities and Exchange
Commission, were outstanding and issued on January 16, 2006.
Menorah Holdings, Menora Finance and Menorah Mivtachim are the
beneficial owners of 93,076 Ordinary Shares held by Menorah Mivtachim, which
constitute approximately 0.49% of the 18,695,165 Ordinary Shares of the Issuer,
which according to the Issuer's most recent filing with the Securities and
Exchange Commission, were outstanding and issued on January 16, 2006.
(b) Menorah Holdings and Menorah Insurance Company have shared power
to vote or direct the vote and the shared power to dispose or direct the
disposition of the 493,580 Ordinary Shares which are held by Menorah Insurance
Company, currently beneficially owned by Menorah Holdings and Menorah Insurance
Company.
Menorah Holdings, Menorah Insurance Company and Mivtachim have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 401,782 Ordinary Shares which are held by Mivtachim,
currently beneficially owned by Menorah Holdings, Menorah Insurance Company and
Mivtachim.
Menorah Holdings, Menorah Finance and Menorah Mivtachim have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 93,076 Ordinary Shares which are held by Menorah Mivtachim,
currently beneficially owned by Menorah Holdings and Menorah Insurance Company.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Menorah Insurance Company, Menorah Mivtachim
and Mivtachim during the past sixty days. All such transactions were open market
purchases effected on the Tel Aviv Stock Exchange.
9
Date of Purchase by
Menorah Insurance Number of
Company Ordinary Shares Price Per Share*
------------------- --------------- ----------------
December 11, 2005 10,000 $6.35
December 12, 2005 203 $6.45
December 28, 2005 10,000 $6.14
December 29, 2005 400 $6.06
January 1, 2006 4,404 $6.39
January 3, 2006 18,500 $6.39
Date of Purchase by Number of
Mivtachim Ordinary Shares Price Per Share*
------------------ --------------- ----------------
December 12, 2005 14,349 $6.51
December 21, 2005 13,269 $6.47
January 5, 2006 3,963 $6.01
Date of Purchase by Number of
Menorah Mivtachim Ordinary Shares Price Per Share*
------------------- --------------- ----------------
November 13, 2005 2,504 $6.98
November 24, 2005 6,500 $6.39
November 30, 2005 5,506 $6.52
December 8, 2005 7,117 $6.46
December 12, 2005 14,349 $6.51
December 15, 2005 4,762 $6.59
December 18, 2005 1,887 $6.57
December 19, 2005 9,575 $6.48
December 21, 2005 13,269 $6.47
January 1, 2006 500 $6.08
January 3, 2006 4,903 $6.37
January 16, 2006 1,000 $7.10
----------------
*The U.S. dollar price of shares purchased on the TASE is determined by dividing
the price of an ordinary share in New Israeli Shekels by the representative
exchange rate of the New Israeli Shekel against the U.S. dollar on the same
date. The prices does not include broker's commissions.
Except for such transactions, Menorah Insurance Company, Menorah
Mivtachim and Mivtachim have not effected any transactions in the Ordinary
Shares since January 17, 2006
(d) No person other than Menorah Insurance Company, Menorah Mivtachim
and Mivtachim have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares reported above in
this Item 5.
(e) Not applicable.
10
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------
None.
Items 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 - Joint Filing Agreement
11
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: January 31, 2006
MENORAH HOLDINGS LTD.
By: /s/ Yoni Tal /s/Shmuel Schwartz
---------------------------------
Name: Yoni Tal , Shmuel Schwartz
Title: C.F.O , Controller
MENORAH INSURANCE COMPANY LTD.
By: /s/ Yoni Tal /s/Shmuel Schwartz
---------------------------------
Name: Yoni Tal , Shmuel Schwartz
Title: C.I.O , Accounting Division Manager
MIVTACHIM PENSION FUNDS LTD.
By: /s/ Oren El-on /s/Rami Armon
------------------------------
Name: Oren El-on , Rami Armon
Title: C.E.O , C.I.O
MENORAH FINANCE LTD.
By: /s/ Yehuda Ben Assayag /s/Yoni Tal
-----------------------------------
Name: Yehuda Ben Assayag , Yoni Tal
Title: C.E.O , Director
MENORAH MIVTACHIM PROVIDENT FUNDS LTD.
By: /s/Hagit Levin /s/Yehuda Ben Assayag
------------------------------------
Name: Hagit Levin , Yehuda Ben Assayag
Title: C.E.O , Director
12
Schedule 1
List of Officers and Directors
Menorah Holdings Ltd.
Name Position
Menahem Gurevitch Chairman of the Board of Directors
and Chief Executive Officer
Gedalia Doron Director
Israel Hirschfeld Director
Shlomo Milo Director
Yochi Devir Director
David Friedman Director
Eran Grifel Director
Niva Gurevitch Director
Yoni Tal Chief Financial Officer
Shmuel Schwartz Controller
Menorah Insurance Company Ltd.
Name Position
Menahem Gurevitch Chairman of the Board of Directors
Gedalia Doron Director
Israel Hirschfeld Director
Shlomo Milo Director
Ari Kalman Director and Chief Executive Officer
Oren El-on Director
Eran Grifel Director
Niva Guervitch Director
Yoni Tal Deputy Managing Director and Investment
Division Manager
Shmuel Schwartz Deputy Managing Director and Accounting
Division Manager
Menachem Harpaz Deputy Managing Director and Non-life
Division Manager
Ronit Biran 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
Menorah Finance Ltd.
Name Position
Menahem Gurevitch Chairman of the Board of Directors
Gedalia Doron Director
Ari Kalman Director
Yoni Tal Director
Shmuel Schwartz Director
13
Eran Grifel Director
Oren El-on Director
Yehuda Ben Assayag Chief Executive Officer
Menorah Mivtachim Provident Funds Ltd.
Name Position
Oren El-on Chairman of the Board of Directors
Ronen Idel Director
Yaron Dwek Director
Yehuda Ben Assayag Director
Tzipi Samet Director
Hezi Zaieg Director
Hagit Levin Chief Executive Officer
Mivtachim Pension Funds 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
Gedalia Doron Director
Hezi Zaieg Director
Oren El-on Chief Executive Officer Director
Motti Dahan Chief Operation and Service Officer
Guy Krieger Legal Advisor and General Counsel
Yeshayahu Orzitzer Chief Actuary
Ronen Idel 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
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