UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
(Final Amendment)
Matav-Cable Systems Media Ltd.
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(Name of Issuer)
Ordinary Shares (par value New Israeli Shekel 1.00 per share)
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(Title of Class of Securities)
576561 10 4
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(CUSIP Number)
Tal Shimko
Dankner Investments Ltd.
7 Menachem Begin Street
Ramat Gan, Israel
+972-3-611-2222
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box []
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 576561 10 4 13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dankner Investments Ltd. (No U.S. I.D. Number)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS
2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 5 amends and supplements the Schedule 13D filed
by Dankner Investments Ltd., an Israeli corporation ("Dankner Investments"),
with the Securities and Exchange Commission on February 10, 1998 (as amended
through January 21, 2004, the "Schedule 13D") in respect of the Ordinary Shares,
par value NIS 1.00 each ("Ordinary Shares"), of Matav-Cable Systems Media Ltd.,
an Israeli company (the "Company" or "Matav").
This Amendment No. 5 represents the final amendment with respect to
Dankner Investments, the reporting person. Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
This Schedule 13D is filed by Dankner Investments, a real estate
investment and holding company whose principal address is 7 Menachem Begin
Street, Ramat Gan, Israel.
The name, business or residential address, citizenship, principal
occupation or employment and name, address and principal business of such
employer of each controlling shareholder, executive officer and director of
Dankner Investments are set forth in Appendix A hereto, which is incorporated
herein by reference.
Except as described below, during the last five years, neither
Dankner Investments nor, to the best of its knowledge, any of the persons listed
in Appendix A hereto has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, and
as a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
In October 2004, Dankner Investments was convicted, together with
others, in the Local Affairs Court in Ramat Gan, Israel, for "unauthorized use"
in violation of the Israeli Planning and Building Law, 1965, in connection with
its use of a project in Ramat Gan. Dankner Investments currently intends to
appeal the decision in due course.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following sentence at
the end thereof:
As a result of the transactions described in Item 5, Dankner
Investments no longer holds any Ordinary Shares. Accordingly, this Amendment No.
5 constitutes the final amendment to the Schedule 13D. See Item 5.
Item 5. Interest in Securities of the Issuer.
(a-b) This section is replaced in its entirety by the following:
As a result of the transactions described herein, Dankner
Investments no longer holds any Ordinary Shares.
(c) The following paragraphs are hereby added to the end of this section:
88. On February 25, 2004, Dankner Investments completed the previously
reported transaction (see Item 6 - Section 4) and sold 5,433,685
Ordinary Shares to Delek Investments & Properties Ltd. ("Delek
Investments") at a price per share of approximately $8.00, and at
an aggregate price of $43,359,590, and granted to Delek
Investments an option, exercisable for a period of two years, to
purchase an additional 604,078 Ordinary Shares (the "Option"),
which constitutes approximately 2% of the outstanding Ordinary
Shares. As a result of this transaction, Dankner Investments held,
as of February 25, 2004, 6,654,933 Ordinary Shares, constituting
approximately 22.0% of the outstanding Ordinary Shares of the
Company.
89. On September 2, 2004, Delek Investments exercised the Option and
Dankner Investments sold 604,078 Ordinary Shares to Delek
Investments at a price per share of approximately $8.00), and at
an aggregate price of approximately $4.8 million. As a result of
this transaction, Dankner Investments held, as of September 2,
2004, 6,050,855 Ordinary Shares, constituting approximately 20.0%
of the outstanding Ordinary Shares of the Company
90. On December 30, 2004, Dankner Investments sold 6,050,855 Ordinary
Shares, the remainder of its Ordinary Shares, to Delek Investments
at a price per share of NIS 35.28 (approximately $8.1), and at an
aggregate price of approximately NIS 213.5 million (approximately
$49.1 million). As a result of this transaction, Dankner
Investments no longer holds any Ordinary Shares.
(e) On December 30, 2004, upon consummation of the transaction described in Item
5(c)(90) above, Dankner Investments ceased to be the beneficial owner of 5% or
more of the Ordinary Shares.
Item 6. Contracts, Arrangements or Relationships With Respect to Securities
of the Issuer.
1. The following paragraph is hereby added to the end of this section:
As a result of the transactions described herein, Dankner Investments
no longer holds any Ordinary Shares and consequently, the Matav Shareholders
Agreement is no longer applicable to Dankner Investments.
2. The following paragraph is hereby added to the end of this section:
As a result of the transactions described herein, Dankner Investments
no longer holds any Ordinary Shares and consequently, the agreements with Mr.
Hanania Gibstein, Mr. Shimon Cheifetz and Mr. Eli Cheifetz are no longer
applicable to Dankner Investments.
4. This section is hereby replaced with the following:
As previously reported, on January 19, 2004, Dankner Investments and
Delek Investments signed an agreement, pursuant to which: (1) Delek Investments
will purchase from Dankner Investments 5,433,685 Ordinary Shares, which
constitutes approximately 17.99% of the outstanding Ordinary Shares, in
consideration for approximately $43,500,000 (approximately $8.00 per Ordinary
Share), and (ii) Dankner Investments will grant to Delek Investments an option,
exercisable within two years, to purchase from Dankner Investments an additional
604,078 Ordinary Shares, which constitutes approximately 2% of the outstanding
Ordinary Shares, at the same price per share in the sale transaction (together,
the "Transaction"). In addition, Delek agreed to provide a loan to Dankner
Investments in the amount of approximately $4,800,000 for a period of up to two
years. The Transaction was completed on February 25, 2004.
In May 2004, the controlling shareholders of Dankner Investments signed
an agreement with Delek Real Estate Ltd. ("Delek Real Estate"), an affiliate of
Delek Investments, for the purchase of 87.5% of the issued share capital of
Dankner Investments. This transaction was completed in August 2004. In November
2004, Delek Real Estate commenced a tender offer in Israel to purchase all of
the shares of Dankner Investments not already owned by it. As a result of this
transaction, which was completed on November 25, 2004, Dankner Investments is a
private company, wholly owned by Delek Real Estate.
On December 30, 2004, Dankner Investments sold 6,050,855 Ordinary
Shares, the remainder of its Ordinary Shares, to Delek Investments at a price
per share of NIS 35.28 (approximately $8.1), and at an aggregate price of
approximately NIS 213.5 million (approximately $49.1 million). As a result of
this transaction, Dankner Investments no longer holds any Ordinary Shares.
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.
DANKNER INVESTMENTS LTD.
By: /s/ Hilel (Ilik) Rosansky
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Name: Hilel (Ilik) Rosansky
Title: Chief Executive Officer
By: /s/ Yossi Friedman
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Name: Yossi Friedman
Title: Chief Financial Officer
Date: January 6, 2005
APPENDIX A
Executive Officers and Directors of Dankner Investments
The name, business or residence address, principal occupation and name, address
and business of employer of each executive officer and director of Dankner
Investments are set forth below. Unless otherwise indicated, all of the
following persons are citizens of Israel and their business address is c/o
Dankner Investments Ltd., 7 Menachem Begin Street Ramat Gan, Israel.
Position at
Name Dankner Investments Principal Occupation or Employment
---- -------------------- ----------------------------------
Shaul Amit Chairman of the Board Chairman of the Board, Dankner Investments
Hilel (Ilik) Rosansky Chief Executive Officer and Chief Executive Officer and Director, Dankner
Director Investments
Aharon Katzraginsky Director Director, Dankner Investments
Ronit Silon External Director External Director, Dankner Investments; Adviser and
director of several companies
Gavriel Last* Director Director, Dankner Investments
Chairman of the Board, Delek Group Ltd.
Assaf Bartfeld* Director Director, Dankner Investments
President and CEO of Delek Group Ltd.
Yaacov Fridgot* Director Director, Dankner Investments; General Counsel of
Delek Group Ltd.
Zohar Kaplan Vice President and Vice President and consultant to the CEO, Dankner
consultant to the CEO Investments
Yossi Friedman Vice President and CFO Vice President and CFO, Dankner Investments; CFO,
Delek Real Estate Ltd.
Sarit Saban-Shalit Vice President Vice President, Dankner Investments;
Vice President, Delek Real Estate Ltd.
Shmuel Uzan Vice President Vice President, Dankner Investments;
Vice President, Delek Real Estate Ltd.
David Tzabag External Director External Director, Dankner Investments; Manager at
the Jerusalem municipality
* c/o Delek Group Ltd., 7 Giborei Israel Street, Industrial Zone (South),
Netanya 42504, Israel
Controlling Shareholder
Dankner Investments is a wholly owned subsidiary of, and controlled by,
Delek Real Estate Ltd., an Israeli private company ("Delek Real Estate"), a
majority owned subsidiary of Delek Group Ltd., an Israeli company whose shares
are listed on the Tel Aviv Stock Exchange ("Delek Group"). Delek Real Estate is
engaged in developing, expanding and managing real estate assets and new real
estate projects. The principal business of Delek Group is holding investments in
companies, predominantly companies located in Israel, operating mainly in the
fields of manufacturing and distribution of petroleum derivatives (including
operating gas stations), automobiles import and distribution, communications,
energy, infrastructure (including water desalination), real estate and oil and
gas exploration. The principal address of Delek Real Estate and Delek Group is 7
Giborei Israel Street, Industrial Zone (South), Netanya 42504, Israel.
Controlling Person
Dankner Investments is a wholly owned subsidiary of Delek Real Estate,
a majority owned subsidiary of Delek Group. Mr. Yitzchak (Tshuva) Sharon
beneficially owns 78.6% of the Delek Group. Accordingly, we consider Mr.
Yitzchak (Tshuva) Sharon to be the person ultimately in control of Dankner
Investments.
Mr. Yitzchak (Tshuva) Sharon is a businessman. His business address is
c/o Delek Group Ltd., 7 Giborei Israel Street, Industrial Zone (South), Netanya
42504, Israel.