UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Tower Semiconductor Ltd.
(Name of Issuer)
Ordinary Shares, NIS 15.00 par value per share
(Title of Class of Securities)
M87915-10-0
(CUSIP Number)
Ronen Meidan
Bank Hapoalim B.M.
45 Rothschild Blvd.
Tel Aviv 6578403, Israel
972-3-5674174
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 24, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§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 §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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. M87915-10-0 | 13D | Page 2 of 10 |
| 1. |
Names of Reporting Persons. Bank Hapoalim B.M.
I.R.S. Identification Nos. of above persons (entities only). Not applicable. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions) OO
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or Place of Organization - Israel
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| Number of Shares Beneficially Owned by Each Reporting Person With
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7. | Sole Voting Power – 7,632,282
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| 8. | Shared Voting Power - 29,887
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| 9. | Sole Dispositive Power - 7,632,282
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| 10. | Shared Dispositive Power – 29,887
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person – 7,662,169
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
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| 13. | Percent of Class Represented by Amount in Row (11) – 15.4% (1)
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| 14. | Type of Reporting Person (See Instructions)
BK | |||||
| (1) | Based on the number of Ordinary Shares outstanding as at July 3, 2013, as reported by Tower to the Tel Aviv Stock Exchange (the “TASE”), and calculated in accordance with rule 13d-3(d)(1)(i). |
| CUSIP No. M87915-10-0 | 13D | Page 3 of 10 |
| 1. |
Names of Reporting Persons. Tarshish Hahzakot Vehashkaot Hapoalim Ltd.
I.R.S. Identification Nos. of above persons (entities only). Not applicable. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions) OO
| |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or Place of Organization - Israel
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power - 0
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| 8. | Shared Voting Power - 29,887
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| 9. | Sole Dispositive Power - 0
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| 10. | Shared Dispositive Power - 29,887
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person - 29,887
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
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| 13. | Percent of Class Represented by Amount in Row (11) - less than 0.01% (1)
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| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based on number of Ordinary Shares outstanding as at July 3, 2013, as reported to the TASE, and calculated in accordance with rule 13d-3(d)(1)(i). |
| CUSIP No. M87915-10-0 | 13D | Page 4 of 10 |
The statement on Schedule 13D, dated February 3, 2011, of Bank Hapoalim B.M. (“Hapoalim”) and Tarshish Hahzakot Vehashkaot Hapoalim Ltd. (“Tarshish”), as amended by Amendment No. 1 thereto, dated June 10, 2013, is hereby further amended as follows:
| Item 2. | Identity and Background |
Schedule A is hereby amended to read in its entirety as attached hereto and incorporated by reference.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended to add the following sentence at the end thereof:
“The source of the US $1,750,660 subscription price to exercise 87,533 of the Rights (as defined in Item 5 below) on June 27, 2013 was the working capital of Hapoalim.”
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following sentence at the end thereof:
“The purpose of the exercise of 87,533 of the Rights (as defined in Item 5 below) on June 27, 2013 was to utilise a short-term opportunity to purchase Tower securities at what Hapoalim believed to be an attractive price.”
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) is hereby amended to read in its entirety as follows:
“To the knowledge of the Reporting Persons:
| (a) | (1) | Hapoalim is the beneficial owner of 7,662,169 Ordinary Shares, including 5,660,626 Ordinary Shares issuable upon conversion of currently convertible capital notes, 170,374 Ordinary Shares issuable upon exercise of currently exercisable warrants (including warrants to purchase 140,487 Ordinary Shares held by Hapoalim and a warrant to purchase 29,887 Ordinary Shares held by Tarshish, its wholly-owned subsidiary) expiring on December 31, 2016, 525,198 Series 8 Warrants expiring on July 22, 2013 and 437,665 Series 9 Warrants expiring on June 27, 2017. Hapoalim (and Tarshish’s) ownership, as aforesaid collectively represents approximately 15.4% of the Ordinary Shares outstanding as at July 3, 2013, as reported by Tower to the TASE, and calculated in accordance with Rule 13d-3(d)(1)(i). | ||
| (2) | Tarshish is the beneficial owner of 29,887 Ordinary Shares issuable upon exercise of a currently exercisable warrant, representing less than 0.01% of the Ordinary Shares outstanding as at July 3, 2013 as reported by Tower and calculated in accordance with Rule 13d-3(d)(1)(i). | |||
| (b) | Hapoalim has sole voting and dispositive power over 7,632,282 Ordinary Shares, including 5,660,626 Ordinary Shares issuable upon conversion of currently convertible capital notes, 140,487 Ordinary Shares issuable upon exercise of currently exercisable warrants expiring on December 31, 2016, 525,198 Series 8 Warrants expiring on July 22, 2013 and 437,665 Series 9 Warrants expiring on June 27, 2017 and Hapoalim and Tarshish share voting and dispositive power over 29,887 Ordinary Shares issuable upon exercise of a currently exercisable warrant held by Tarshish expiring on December 31, 2016. |
| CUSIP No. M87915-10-0 | 13D | Page 5 of 10 |
| (c) | Save for the following transactions, neither Hapoalim nor Tarshish has effected any transactions in the Ordinary Shares during the past sixty (60) days: |
Set forth below are the dates of sale, number and average price per share of Ordinary Shares sold by Hapoalim on NASDAQ on June 13, 2013 and over the counter on June 21, 2013:
| Date |
Number of Shares | Price Per Share | ||||||
| June 13, 2013 |
70,129 | US $ | 5.320 | |||||
| June 21, 2013 |
46,000 | US $ | 5.198 | |||||
On June 13, 2013, Tower distributed, for each 44 Ordinary Shares either (a) owned by its shareholders or (b) that holders of its options, capital notes and certain warrants (including the warrants held by Hapoalim) would be entitled to receive upon exercise or conversion thereof, a transferable right (“the Right”) to purchase, for a subscription price of US $20.00:
| • | Four Ordinary Shares; |
| • | Six Series 8 Warrants, each of said warrants permits the warrantholder to purchase an Ordinary Share at a price of US $5.00 per share until July 22, 2013; and |
| • | Five Series 9 Warrants, each of said warrants permits the warrantholder to purchase an Ordinary Share at a price of US $7.33 per share until June 27, 2017. |
In such Rights distribution, Hapoalim received 146,937 Rights.
The Rights expired on June 27, 2013, but were listed for trading on the TASE for one trading day only on June 24, 2013.
On June 24, 2013, Hapoalim sold 59,404 Rights on the TASE for an average price of US $3.35 per Right. Although all sales were made in New Israel Sheqels (“NIS”), the U.S. Dollar Price set forth above reflects conversion of such NIS Price into U.S. Dollars based on the relevant Representative Rate published by the Bank of Israel.
On June 27, 2013, Hapoalim exercised a total of 87,533 Rights for a total subscription price of US $1,750,660.
| CUSIP No. M87915-10-0 | 13D | Page 6 of 10 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| July 9, 2013 | ||
| Date | ||
| /s/ Arie Stainfeld | /s/ Ronen Meidan | |
| Signature | ||
| Bank Hapoalim B.M. | ||
| Arie Stainfeld, Head of Exposures | Ronen Meidan, Head of | |
| and Risk Management Department | Equity Investments Unit | |
| Name/Title | ||
| July 9, 2013 | ||
| Date | ||
| /s/ Arie Stainfeld | /s/ Ronen Meidan | |
| Signature | ||
| Tarshish Hahzakot Vehashkaot Hapoalim Ltd. | ||
| Arie Stainfeld, Director | Ronen Meidan, Director | |
| Name/Title | ||
| CUSIP No. M87915-10-0 | 13D | Page 7 of 10 |
SCHEDULE A
Information Regarding Senior Officers and Directors of Bank Hapoalim B.M.
Board of Directors
| Name |
Address |
Principal Occupation |
Citizenship | |||
| Yair Seroussi | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Board of Bank Hapoalim B.M. | Israel | |||
| Irit Izakson | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Boards of Directors of the credit-card companies in the Bank Group, director in various companies | Israel | |||
| Mali Baron | 63 Yehuda Halevi St., Tel Aviv, Israel | Director of companies | Israel | |||
| Amnon Dick | 63 Yehuda Halevi St., Tel Aviv, Israel | Businessman, partner in communications companies, consultant and director. CEO of Adsensory Ltd. | Israel | |||
| Meir Wietchner | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Global strategy for the Arison Group and Chairman of the Miya Group | Israel | |||
| Nir Zichlinskey | 63 Yehuda Halevi St., Tel Aviv, Israel | President and CEO of SRI Global Group | Israel | |||
| Imri Tov | 63 Yehuda Halevi St., Tel Aviv, Israel | Director of companies; business consultant and researcher in defense economics | Israel | |||
| Yaacov Peer | 63 Yehuda Halevi St., Tel Aviv, Israel | Financial and managerial consultant for small businesses | Israel | |||
| Efrat Peled | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Board and CEO of the following companies: Arison Holdings (1998) Ltd., Arison Investments Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf B (97) Ltd., and Arzaf D Ltd. and CEO of the following companies: SAFO LLC and Arzaf C Ltd. |
Israel | |||
| Nehama Ronen | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairperson of the Board of Directors of Maman Cargo Terminals Ltd. and Recycling Corporation (ELA) | Israel | |||
| Moshe Koren | 63 Yehuda Halevi St., Tel Aviv, Israel | Banking and financial consultant | Israel | |||
| Dafna Schwartz | 63 Yehuda Halevi St., Tel Aviv, Israel | Professor and member of staff at the Department of Business Administration, Faculty of Management, Ben Gurion University of the Negev, Economic and business consultant in Israel and overseas | Israel | |||
| Ido Stern | 63 Yehuda Halevi St., Tel Aviv, Israel | Deputy General Manager and legal counsel at Arison Holdings (1998) Ltd. and Arison Investments Ltd. | Israel | |||
| Yair Tauman | 63 Yehuda Halevi St., Tel Aviv, Israel | Professor at the Interdisciplinary Center Herzliya and at the State University of New York at Stony Brook | Israel | |||
| Yosef Yarom | 63 Yehuda Halevi St., Tel Aviv, Israel | Lecturer on auditing in the business sector at Haifa University | Israel & Argentina | |||
| CUSIP No. M87915-10-0 | 13D | Page 8 of 10 |
Senior Officers
| Name |
Business Address |
Principal Occupation |
Citizenship | |||
| Zion Kenan | 63 Yehuda Halevi St., Tel Aviv, Israel | President and Chief Executive Officer | Israel | |||
| Lilach Asher-Topilsky | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Retail Banking | Israel | |||
| Shimon Gal | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Corporate Banking | Israel | |||
| Efrat Yavetz | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Human Capital, Advising, and Resources | Israel | |||
| Ofer Levy | 63 Yehuda Halevi St., Tel Aviv, Israel | Chief Accountant | Israel | |||
| Anath Levin | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Financial Markets | Israel | |||
| Ilan Mazur | 63 Yehuda Halevi St., Tel Aviv, Israel | Chief Legal Adviser | Israel | |||
| Ran Oz | 63 Yehuda Halevi St., Tel Aviv, Israel | Chief Financial Officer | Israel | |||
| Ari Pinto | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Corporate Strategy | Israel | |||
| Dan Alexander Koller | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of International Banking | Israel | |||
| Jacob Orbach | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Internal Audit in Israel and abroad | Israel | |||
| Yoram Weissbrem | 63 Yehuda Halevi St., Tel Aviv, Israel | Corporate Secretary | Israel | |||
| Tsahi Cohen | 63 Yehuda Halevi St., Tel Aviv, Israel | Chief Risk Officer | Israel | |||
| Zvi Naggan | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Information Technology | Israel | |||
| CUSIP No. M87915-10-0 | 13D | Page 9 of 10 |
PRINCIPAL HOLDERS OF THE
ISSUED SHARE CAPITAL OF BANK HAPOALIM B.M.
| NAME |
% OF CAPITAL | |||
| ARISON HOLDINGS (1998) LTD |
20.3 | % | ||
| SALT OF THE EARTH LTD |
1.3 | % | ||
Arison Holdings (1998) Ltd. - Director Information
| Name |
Address |
Citizenship |
Principal Occupation | |||
| Irit Izakson | 63 Yehuda Halevi St., Tel-Aviv, Israel | Israel | Chairman of Isracard; director in various companies | |||
| Shari Arison | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel & USA | Investor | |||
| James M. Dubin | c/o Paul Weiss, 1285 Avenue of the Americas, New York, NY | USA | Attorney - Paul Weiss | |||
| Jason Arison | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel & USA | Chairman, The Ted Arison Family Foundation (Israel) Ltd. | |||
| David Arison | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel & USA | Officer of MIYA, an Arison Group Company | |||
| Cassie Arison | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel & USA | Student | |||
| Efrat Peled | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel | Chairman of the Board and CEO of Arison Holdings (1998) Ltd., CEO and director in various companies | |||
| CUSIP No. M87915-10-0 | 13D | Page 10 of 10 |
Salt Of The Earth Ltd. - Director Information
| Name |
Address |
Citizenship |
Principal Occupation | |||
| Efrat Peled | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel | Chairman of the Board and CEO - Arison Holdings (1998) Ltd., CEO and director in various companies | |||
| Dovik Tal | Atlit, Israel | Israel | CEO - Israel Salt Industries Ltd. | |||
| Moshe Lahmani | 23 Shaul Hamelech Blvd., Tel-Aviv, Israel | Israel | CFO - Arison Holdings (1998) Ltd. | |||
| Ido Stern | 63 Yehuda Halevi St., Tel Aviv, Israel | Israel | Deputy General Manager and legal counsel at Arison Holdings (1998) Ltd. and Arison Investments Ltd. | |||
Information Regarding Senior Officers and Directors
of Tarshish Hahzakot Vehashkaot Hapoalim Ltd.
Board of Directors
| Name |
Address |
Principal Occupation |
Citizenship | |||
| Eran Zimmerman | 45 Rothschild Blvd., Tel-Aviv, Israel | CEO (Tarshish). SVP capital management - Bank Hapoalim B.M. | Israel | |||
| Anath Levin | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Financial Markets - Bank Hapoalim B.M. | Israel | |||
| Yoram Weissbrem | 63 Yehuda Halevi St., Tel Aviv, Israel | Corporate Secretary of Bank Hapoalim B.M. | Israel | |||
| Ronen Meidan | 45 Rothschild Blvd., Tel-Aviv, Israel | Head of Equity Investment Unit- Bank Hapoalim B.M. | Israel | |||
| Arie Stainfeld | 45 Rothschild Blvd., Tel-Aviv, Israel | Head of Exposures and Risk Management Department- Bank Hapoalim B.M. | Israel | |||
| Guy Kalif, C.P.A. (Isr) | 11 Hanegev St., Tel-Aviv, Israel | Manager, Comptroller Division - Bank Hapoalim B.M. | Israel | |||