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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - - - - - - - - - - -
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
- - - - - - - - -
TOWER SEMICONDUCTOR LTD.
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(Name of Issuer)
ORDINARY SHARES, NIS 1.00 PAR VALUE PER SHARE M87915100
--------------------------------------------- ---------
(Title of Class of Securities) (CUSIP Number)
Noga Yatziv, Adv.
Israel Corporation Ltd.
23 Aranha Street
Tel Aviv 61070, Israel
972-3-684-4517
- - - - - - -
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 2002
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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 that 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. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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).
(Continued on following pages)
(Page 1 of 34 Pages)
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--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 2 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: ISRAEL CORPORATION LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
---------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL
--------------------------------- -------- -----------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 13,776,750 (1)
SHARES
-------- -----------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 20,215,293 (2)(3)
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 13,776,750 (1)
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 20,215,293 (2)(3)
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 (3)(4)
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
(1) Includes options and warrants to purchase 1,410,320 Ordinary Shares
exercisable within sixty (60) days.
(2) Includes options and warrants to purchase 2,115,129 Ordinary Shares
exercisable within sixty (60) days.
(3) An aggregate of 33,992,043 Ordinary Shares (as defined in Item 1 below)
are subject to a Consolidated Shareholders Agreement ("Consolidated Shareholders
Agreement"), dated as of January 18, 2001, by and among Israel Corporation Ltd.
and certain shareholders of Tower (as defined in Item 1 below), of which
13,776,750 Ordinary Shares are held directly by Israel Corporation Technologies
(ICTech) Ltd. and 20,215,293 Ordinary Shares are held by the other parties to
the Consolidated Shareholders Agreement. The Consolidated Shareholders Agreement
included herein as Exhibit 4 provides for certain obligations and restrictions
with respect to the voting and disposition of the Ordinary Shares held by the
Shareholders (as defined in Item 3 below). The terms of the Consolidated
Shareholders Agreement are hereby specifically incorporated by reference herein.
Neither the filing of this Amendment No. 3 to the Schedule 13D nor any of its
contents shall be deemed to constitute an admission by any Reporting Person (as
defined in the Explanatory Note) that it is the beneficial owner of any of the
shares of Tower covered by the Consolidated Shareholders Agreement, other than
the shares held directly by such Reporting Person, for purposes of Section 13(d)
of the Act (as defined in Item 2 below), or for any other purpose, and such
beneficial ownership is expressly disclaimed. Each Reporting Person expressly
disclaims (i) the existence of any group, and (ii) beneficial ownership with
respect to any shares other than the shares held directly by such Reporting
Person. See Item 5. Based on the number of Ordinary Shares of Tower outstanding
as of the date hereof of 43,435,532 (according to publicly available information
provided by Tower to date) the number of Ordinary Shares of Tower covered by the
Consolidated Shareholders Agreement (including the number of Ordinary Shares
issuable pursuant to the options and warrants referred to in footnote 3 below)
represents approximately 72.38% of the outstanding Ordinary Shares. The above
number of outstanding Ordinary Shares does not include 1,300,000 treasury shares
held by a trustee for the benefit of Tower's employee stock option plan.
(4) Includes options and warrants to purchase an aggregate of 3,525,449
Ordinary Shares exercisable within sixty (60) days.
3
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 4 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: ISRAEL CORPORATION TECHNOLOGIES (ICTECH) LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
---------------------- ----------------------------------------------------------------------------------------------------------- -
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL
--------------------------------- -------- -----------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 13,776,750 *
SHARES
-------- -----------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 20,215,293 **
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 13,776,750 *
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 20,215,293 **
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 ***
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnote (1) on Page 2.
** See footnotes (2) and (3) on Page 3.
*** See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 5 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: MILLENIUM INVESTMENTS ELAD LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- ----------------------------------------------------------------------------------------------------------- -
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 6 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: OFER BROTHERS PROPERTIES (1957) LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- ----------------------------------------------------------------------------------------------------------- -
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 7 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: MASHAT INVESTMENTS LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 8 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: OFER (SHIPS HOLDINGS) LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- ----------------------------------------------------------------------------------------------------------- -
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 9 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: L.Y.N. (HOLDINGS) LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- ----------------------------------------------------------------------------------------------------------- -
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. M87915-10-0 13D Page 10 of 34
--------------------------------- ---------------------------------------------- -----------------------------------
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---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: ORO INVESTMENTS LTD.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
---------------------- ----------------------------------------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ----------------------------------- -------------------------------------------------------------------------
4 SOURCE OF FUNDS: N.A.
---------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 33,992,043 *
OWNED BY
-------- -----------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------- -----------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 33,992,043 *
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.38%
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
* See footnotes (3) and (4) on Page 3.
EXPLANATORY NOTE
This Amendment No. 3 (this "Amendment") to Schedule 13D (the "Schedule 13D") is
being filed on behalf of Israel Corporation Ltd. ("Israel Corporation"), Israel
Corporation Technologies (ICTech) Ltd. ("ICTech"), formerly known as Hashkahon
Investment Company Ltd., Millennium Investments Elad Ltd., Ofer Brothers
Properties (1957) Ltd., Mashat Investments Ltd., Ofer (Ships Holdings) Ltd.,
L.Y.N. (Holdings) Ltd. and Oro Investments Ltd. (hereinafter collectively, the
"Reporting Persons"). Pursuant to Rule 13d-2(e) of the Act, this Amendment
amends and restates the Schedule 13D as amended to date, in its entirety. The
percentage of Ordinary Shares (as defined below) reported in this Amendment as
being beneficially owned by the Reporting Persons and any other information
disclosed herein (other than descriptions of agreements and transactions to
which any Reporting Person is a party) is based on publicly available
information provided by Tower Semiconductor Ltd. or other third parties.
ITEM 1. SECURITY AND ISSUER.
The name of the issuer to which this Amendment relates is Tower
Semiconductor Ltd. ("Tower"). Its principal executive offices are located at
Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek, 23105 Israel. This
Amendment relates to Tower's Ordinary Shares, NIS 1.00 par value per share (the
"Ordinary Shares").
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) Israel Corporation is a holding company organized as a
corporation under the laws of the State of Israel that engages primarily in the
chemicals, high technology, communications, shipping, oil and energy industries,
with its principal place of business located at 23 Aranha Street, Tel Aviv
61070, Israel. ICTech is a holding company organized as a corporation under the
laws of the State of Israel that engages primarily in high technology
investments, with its principal place of business located at 23 Aranha Street,
Tel Aviv 61070, Israel. Ofer Brothers Properties (1957) Ltd. is a corporation
organized under the laws of the State of Israel that manages and owns, directly
or indirectly, real estate properties, including hotels and commercial and
retail centers, with its principal place of business located at 6 Ramat Yam
Street, Herzliya Pituach 46851, Israel. Ofer (Ships Holdings) Ltd. is a
corporation organized under the laws of the State of Israel that owns, charters
and operates ships, with its principal place of business located at 2 HaNamal
Street, Haifa 33031, Israel. L.Y.N. (Holdings) Ltd. is a holding company
organized as a corporation under the laws of the State of Israel that holds
securities in companies engaged primarily in real estate, banking, energy and
shipping, with its principal place of business located at 2 HaNamal Street,
Haifa 33031, Israel. All other Reporting Persons are holding and management
companies organized as corporations under the laws of the State of Israel, with
their principal place of business at 2 HaNamal Street, Haifa 33031, Israel.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of each
11
Reporting Person are set forth on Schedule A attached hereto. The information
contained in Schedule A is incorporated herein in its entirety by reference.
To the best knowledge of the Reporting Persons, set forth in Schedule
B are the name, business address, present principal occupation or employment and
citizenship and the name, and address of any corporation or other organization
in which such employment is conducted, of the directors and executive officers,
as of the date hereof, of each corporation which, together with Israel
Corporation, may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by any Reporting Person that a group exists. Each
Reporting Person expressly disclaims (i) the existence of any group and (ii)
beneficial ownership with respect to any Ordinary Shares other than the shares
held directly by such Reporting Person, if any. The information contained in
Schedule B is incorporated herein in its entirety by reference.
The Reporting Persons have been informed that SanDisk Corporation,
Inc. ("SanDisk") is a Delaware corporation that designs, manufactures and
markets flash memory storage products that are used in a wide variety of
electronic systems and that SanDisk's principal office is located at 140 Caspian
Court, Sunnyvale, California 94089.
The Reporting Persons have been informed that Alliance Semiconductor
Corporation ("Alliance") is a Delaware corporation that designs, develops and
markets high performance memory and memory intensive logic products to personal
computers, networking, telecommunications, instrumentation and consumer markets
and that Alliance's principal executive office is located at 2575 Augustine
Drive, Santa Clara, California 95054.
The Reporting Persons have been informed that Macronix International
Co., Ltd. ("Macronix") is a Taiwanese corporation that is a provider of
customer/application drive non-volatile memory requiring state-of-the-art
technology and that Macronix's principal executive office is located at 6F, No.
196, Sec 2, Cheng Kuo North Road, Taipei, Taiwan, R.O.C.
(d)-(e) None of the Reporting Persons, nor to the best knowledge of
the Reporting Persons, any of the persons listed on Schedule A hereto has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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.
The Reporting Persons have been informed that neither SanDisk,
Alliance or Macronix, nor any of the persons named in Schedule B to this
Amendment, has, during the past five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been
12
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ACQUISITION OF ORDINARY SHARES BY THE REPORTING PERSONS
The DSSI Agreement
On January 25, 2000, Israel Corporation consummated the purchase
of 4,219,164 Ordinary Shares from Tower Semiconductor Holdings 1993 Ltd.
("Holdings") at a price per share of $9.50, for an aggregate purchase price of
$40,082,058. On such date, Holdings also issued a dividend to Israel Corporation
of 1,200,000 Ordinary Shares. Prior to the acquisition, Israel Corporation and
Data Systems & Software Inc. ("DSSI") owned 40% and 60% of the outstanding stock
of Holdings, respectively. Simultaneously with these transactions, Israel
Corporation sold its shares of Holdings to DSSI for $4,786,823.
Acquisition of Ordinary Shares From Rafi Levin
On May 3, 2000, Israel Corporation entered into an agreement
with Rafi Levin, Co-CEO of Tower, to acquire therefrom 80,496 Ordinary Shares of
Tower for an aggregate purchase price of $1,554,579. The transaction was
completed on July 13, 2000.
2000 Open Market Acquisitions of Ordinary Shares
From May 17, 2000 to October 30, 2000, Israel Corporation
acquired in open market transactions an aggregate of 168,500 additional Ordinary
Shares for an aggregate purchase price of $3,354,656.
Share Purchase Agreements and Additional Purchase Agreements
During 2000 and 2001, Tower entered into various Share Purchase
Agreements and Additional Purchase Agreements with each of Israel Corporation,
SanDisk, Alliance, Macronix and certain other parties, to secure financing for
the construction of Fab 2. Pursuant to these agreements, Israel Corporation
agreed to invest an aggregate amount of approximately $50,000,000 and each of
SanDisk, Alliance and Macronix agreed to invest an aggregate amount of
approximately $75,000,000. The agreements with each of SanDisk, Alliance and
Macronix provide that a portion of the investment will be made as an equity
investment in Tower and the remainder as credit to be applied primarily against
future wafers purchases from Fab 2 production. Tower agreed, subject to certain
conditions, to reserve for each of SanDisk, Alliance and Macronix a certain
portion of the Fab 2 wafer production capacity for a period of 10 years. A more
13
detailed description of the investments made pursuant to the Share Purchase
Agreements and Additional Purchase Agreements, including the acquisitions of
Ordinary Shares thereunder, is set forth below.
Share Purchase Agreements
On July 4, 2000, SanDisk entered into a share purchase agreement
with Tower to purchase 866,551 Ordinary Shares in a private transaction for an
aggregate purchase price of $11,215,068. An additional investment amount of
approximately $8.8 million was established as credit to be applied primarily
against future wafers purchases from Fab 2 production.
On August 29, 2000, Alliance entered into a share purchase
agreement with Tower to purchase 866,551 Ordinary Shares in a private
transaction for an aggregate purchase price of $11,215,068. An additional
investment amount of approximately $8.8 million was established as credit to be
applied primarily against future wafers purchases from Fab 2 production.
On December 12, 2000, Macronix entered into a share purchase
agreement with Tower to purchase 866,551 Ordinary Shares in a private
transaction for an aggregate purchase price of $11,215,068. An additional
investment amount of approximately $8.8 million was established as credit to be
applied primarily against future wafers purchases from Fab 2 production.
On December 12, 2000, Israel Corporation entered into a share
purchase agreement (the "Purchase Agreement") with Tower to purchase 1,030,220
Ordinary Shares in a private transaction for an aggregate purchase price of
$13,333,300. The foregoing summary of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement included as Exhibit 1 to this
Amendment and incorporated herein in its entirety by reference.
Effective January 26, 2001, Tower satisfied the closing
conditions of the share purchase agreements it entered into with each of Israel
Corporation, SanDisk, Alliance and Macronix (each a "Shareholder" and
collectively the "Shareholders"), pursuant to which the Shareholders purchased
an aggregate of 3,629,873 Ordinary Shares.
Transfer of Ordinary Shares to ICTech
Effective as of January 31, 2001, Israel Corporation transferred
all of its beneficial ownership in the Ordinary Shares to ICTech, its wholly
owned subsidiary.
Additional Purchase Agreements
On December 12, 2000, pursuant and in addition to the Purchase
Agreement, Israel Corporation and Tower entered into an Additional Purchase
Obligation Agreement (the "Additional Purchase Agreement").
14
Under the terms of Section 2 of the Additional Purchase
Agreement, Tower delivered to Israel Corporation five warrants providing Israel
Corporation with the right to exercise immediately such warrants and requiring
it to exercise such warrants within thirty (30) days of the satisfaction of the
milestones specified in Section 5 of the Additional Purchase Agreement. These
warrants entitled Israel Corporation to purchase additional Ordinary Shares for
an aggregate purchase price of $36,666,700. Four of these warrants were
exercised by ICTech as described below. As of the date hereof, Israel
Corporation has the right to exercise the remaining fifth warrant immediately
and to purchase up to 586,666 Ordinary Shares in accordance with the terms of
such warrant for an aggregate purchase price of $7,333,340. The foregoing
summary of the Additional Purchase Agreement is qualified in its entirety by
reference to the Additional Purchase Agreement included as Exhibit 2 hereto and
incorporated herein in its entirety by reference.
To the best knowledge of the Reporting Persons, each of SanDisk,
Alliance and Macronix entered into an additional purchase agreement in
substantially the same form and upon substantially the same terms as the
Additional Purchase Agreement.
In March 2001, Tower satisfied the conditions of the first
milestone and accordingly pursuant to the provisions of the additional purchase
agreements, each of ICTech, SanDisk, Alliance and Macronix was required to
exercise its first warrant. In connection with the exercise of the first
warrant, Tower issued to:
o ICTech, 554,069 Ordinary Shares for an aggregate
purchase price of $7,333,340; and
o each of SanDisk, Alliance and Macronix, 366,690 Ordinary
Shares for an aggregate purchase price of $4,853,296
paid by each such entity.
An additional investment amount of approximately $6.1 million,
paid to Tower by each of SanDisk, Alliance and Macronix, was established as
credit to be applied primarily against future wafers purchases from Fab 2
production.
In May 2001, Tower satisfied the conditions of the second
milestone and accordingly pursuant to the provisions of the additional purchase
agreements, each of ICTech, SanDisk, Alliance and Macronix was required to
exercise its second warrant. In connection with the exercise of the second
warrant, Tower issued to:
o ICTech, 586,667 Ordinary Shares for an aggregate
purchase price of $7,333,340; and
o each of SanDisk, Alliance and Macronix, 366,690 Ordinary
Shares for an aggregate purchase price of $4,583,625
paid by each such entity.
An additional investment amount of approximately $6.4 million,
paid to Tower by each of SanDisk, Alliance and Macronix, was established as
credit to be applied primarily against future wafers purchases from Fab 2
production.
15
In September 2001, Tower, SanDisk, Alliance and Macronix agreed
to convert approximately $48.4 million of previously established credits
applicable against future purchases of wafers from Fab 2 production into
Ordinary Shares, at a price of $12.75 per share. Accordingly, Tower issued
1,284,007 Ordinary Shares to SanDisk and 1,255,848 Ordinary Shares to each of
Alliance and Macronix.
In March 2002, the additional purchase agreements were amended
to provide for the advance of an installment originally related to the third and
fourth milestones, subject to approval of the general meeting of Tower's
shareholders, which approval was obtained in April 2002.
In April 2002, pursuant to the additional purchase agreements,
as amended, each of ICTech, SanDisk, Alliance and Macronix exercised its third
warrant. In connection with the amendment and the exercise of the third warrant,
Tower issued to:
o ICTech, 1,190,477 Ordinary Shares for an aggregate
purchase price of $7,333,340; and
o each of SanDisk, Alliance and Macronix, 1,071,497
Ordinary Shares for an aggregate purchase price of
$6,600,420 paid by each such entity.
An additional investment amount of approximately $4.4 million,
paid to Tower by each of SanDisk, Alliance and Macronix, was established as
credit to be applied primarily against future wafers purchases from Fab 2
production.
In October 2002, pursuant to the provisions of the additional
purchase agreements, as amended, each of ICTech, SanDisk, Alliance and Macronix
exercised its fourth warrant. In connection with the exercise of the fourth
warrant, Tower issued to:
o ICTech, 1,494,161 Ordinary Shares for an aggregate
purchase price of $7,333,340; and
o each of SanDisk, Alliance and Macronix, 1,344,829
Ordinary Shares for an aggregate purchase price of
$6,600,420 paid by each such entity.
An additional investment amount of approximately $4.4 million,
paid to Tower by each of SanDisk, Alliance and Macronix, was established as
credit to be applied primarily against future wafers purchases from Fab 2
production.
2001 Open Market Acquisitions of Ordinary Shares
In the second half of 2001, ICTech purchased an aggregate of
12,329 Ordinary Shares in open market transactions for an aggregate purchase
price of $71,737.
16
Rights Offering
On September 30, 2002, Tower commenced a rights offering
pursuant to which shareholders and Tower employees who hold options to purchase
Ordinary Shares were offered one right for each 4.94 Ordinary Shares or employee
options held thereby. Each right entitled its holder to purchase, at a
subscription price of $5.00, one Ordinary Share and 0.45 warrant. Each whole
warrant entitles its holder to purchase, at any time prior to October 31, 2006,
one Ordinary Share at an exercise price of $7.50 per share. ICTech, SanDisk,
Alliance and Macronix committed to purchase certain percentages of their rights
in connection with the rights offering. Accordingly, in October 2002, Tower
issued to:
o ICTech, 1,830,347 Ordinary Shares and warrants to
purchase 823,654 Ordinary Shares;
o Sandisk, 800,695 Ordinary Shares and warrants to
purchase 360,312 Ordinary Shares;
o Alliance, 794,995 Ordinary Shares and warrants to
purchase 357,747 Ordinary Shares; and
o Macronix, 660,000 Ordinary Shares and warrants to
purchase 297,000 Ordinary Shares.
The securities purchased by ICTech, Sandisk, Alliance and
Macronix were issued in a transaction pursuant to an exemption from the
registration requirements of the Securities Act of 1933. These securities are
restricted securities and are not transferable absent registration or an
applicable exemption therefrom.
REGISTRATION RIGHTS AGREEMENT
On January 18, 2001, Israel Corporation entered into a
registration rights agreement (the "Registration Rights Agreement") by and among
Tower, Israel Corporation, SanDisk, Alliance, Macronix and QuickLogic
Corporation ("QuickLogic").
Under the terms of the Registration Rights Agreement, (i) each
of SanDisk, Alliance and Macronix has demand and piggy-back registration rights
and (ii) QuickLogic has piggy-back registration rights, with respect to Ordinary
Shares purchased thereby pursuant to their share purchase agreements and
additional purchase agreements. Israel Corporation has demand and piggy-back
registration rights with respect to Ordinary Shares held by it as of the closing
of the Purchase Agreement. The foregoing summary of the Registration Rights
Agreement is qualified in its entirety by reference to the Registration Rights
Agreement included as Exhibit 3 to this Amendment and incorporated herein in its
entirety by reference.
17
SHAREHOLDERS AGREEMENTS
On August 13, 2000, Israel Corporation entered into a
Shareholders Agreement (the "Shareholders Agreement") with SanDisk. On January
18, 2001, Israel Corporation entered into the Consolidated Shareholders
Agreement (the "Consolidated Shareholders Agreement") by and among Israel
Corporation, SanDisk, Alliance and Macronix, such Consolidated Shareholders
Agreement superseding the Shareholders Agreement.
Under the terms of the Consolidated Shareholders Agreement, the
Shareholders have agreed to vote (or cause to be voted) at general meetings of
shareholders all of their respective Ordinary Shares, in the manner set forth in
Section 2 thereof, (i) for the election to the board of directors of Tower (the
"Board") of (a) nominees designated by each Shareholder to the Board, (b)
nominees recommended by the Board, (c) a member of management of Tower, and (d)
such other directors as agreed to by Shareholders; (ii) for the election of a
nominee of Israel Corporation, who will be one of the nominees in clause (i)(a)
above, as chairman of the Board; (iii) for any other resolution which is
necessary in order to facilitate the elections specified in clauses (i) through
(iii) of this paragraph; and (iv) against the election of any other person to
the Board. In addition, pursuant to Section 3, and subject to certain exceptions
as set forth therein, each Shareholder has agreed to certain restrictions on its
ability to transfer Ordinary Shares for three years, and has agreed to retain a
minimum number of Ordinary Shares for a period of five years. Furthermore,
pursuant to Section 4, each Shareholder has a right of first offer with respect
to any Ordinary Shares any other Shareholder proposes to transfer. Moreover,
subject to the provisions of Section 3, the proposed transfer by any Shareholder
of Ordinary Shares to certain specified parties is subject to a right of first
refusal, as provided in Section 5. Finally, to the extent the right of first
refusal with respect to the proposed transfer of Ordinary Shares pursuant to
Section 4 or Section 5, as described above, is not fully exercised, each
Shareholder shall have a right of co-sale as provided in Section 6. The
foregoing summary of the Consolidated Shareholders Agreement is qualified in its
entirety by reference to the Consolidated Shareholders Agreement included as
Exhibit 4 to this Amendment and incorporated herein in its entirety by
reference.
TRUSTEE NOMINATION LETTER
Effective as of January 26, 2001, Israel Corporation granted to
Mr. Zvi Ephrat ("Ephrat"), as Trustee, certain rights and obligations with
respect to the voting of a certain amount of the Ordinary Shares held by Israel
Corporation or its controlled subsidiary. Pursuant to the terms of the Trustee
Nomination Letter, for so long as Tower continues to owe money to Bank Hapoalim,
B.M. and Bank Leumi Le'Israel Ltd. (the "Banks") pursuant to the Facility
Agreement, dated January 18, 2001, between Tower and the Banks, the number of
Ordinary Shares owned by Israel Corporation in excess of the aggregate number of
Ordinary Shares held by the Tower Investors (as defined below) from time to time
(the "Excess Shares") shall be voted by Ephrat as provided in clauses (i), (ii)
and (iii) below. For purposes of this Item 4, the Tower Investors shall mean, at
any time, the four largest strategic investors in Tower.
18
(i) At any general meeting of Tower shareholders, where the
three Tower Investors with the largest shareholdings in Tower consent to or
oppose any proposed resolution, Ephrat shall refrain from voting counter to the
position of such Tower Investors;
(ii) Notwithstanding the foregoing, Ephrat shall vote the Excess
Shares against the adoption of any of the following resolutions pursuant to a
General Meeting of Tower shareholders, to the extent Ephrat is directed to do so
by Israel Corporation:
(A) with respect to the issuance of means of control in
Tower;
(B) with respect to the sale or liquidation of a majority of
Tower's business or a substantial change in the majority of Tower's business,
including the merger of Tower with another corporation or the splitting of Tower
into several corporations; and
(C) with respect to certain changes in the Articles of
Association of Tower, including an increase or reduction in registered share
capital, recapitalizations, changes in voting or other rights, or changes in the
composition or methods of or prerequisites for nomination of the Board of
Directors and its Chairman.
(iii) In accordance with the directions of Israel Corporation
with respect to (A) the appointment of an accountant to Tower or (B) a
resolution for which the three Tower Investors with the largest shareholdings in
Tower do not vote unanimously.
In March 2002, ICTech was notified that the aggregate number of
Ordinary Shares held by the Tower Investors exceeded the aggregate number of
Ordinary Shares held by ICTech and accordingly no Ordinary Shares remained
subject to the trust arrangement with Mr. Ephrat.
The acquisitions of Ordinary Shares by Israel Corporation and
ICTech were funded out of working capital. The Reporting Persons have no
knowledge as to the source of funds used by SanDisk, Alliance or Macronix to
purchase such shares.
ACQUISITION OF ORDINARY SHARES BY DIRECTORS AND EXECUTIVE OFFICERS
On November 6, 2001, Idan Ofer acquired in open market
transactions 15,000 Ordinary Shares for an aggregate purchase price of
approximately $66,750. The source of funds used to acquire these Ordinary Shares
was his personal funds.
On July 31, 2001, Tower issued to Idan Ofer, options to purchase
Ordinary Shares pursuant to Tower's stock option plans as compensation for his
services as a Tower director, of which options to purchase 20,000 Ordinary
Shares are exercisable within sixty (60) days.
From September 2000 to September 2001, Tower issued to Ehud
Hillman, options to purchase Ordinary Shares pursuant to Tower's stocks option
19
plans as compensation for his services as a Tower director, of which options to
purchase 67,666 Ordinary Shares are exercisable within sixty (60) days.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of Ordinary Shares by Israel
Corporation and ICTech was to increase the holdings of Israel Corporation
through ICTech in Tower and maintain its proportionate interest in the issued
and outstanding share capital of Tower. Idan Ofer acquired his Ordinary Shares
for investment purposes. Tower issued to each of Idan Ofer and Ehud Hillman
options to purchase Ordinary Shares as compensation for their services as Tower
directors. Future plans - N.A.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of the Consolidated Shareholder Agreement, each
party thereto may be deemed to be the beneficial owner of at least 33,992,043
Ordinary Shares. Such shares constitute approximately 72.38% of the outstanding
Ordinary Shares, based on the capitalization of the Tower as of the date hereof
(according to publicly available information provided by Tower to date) and
calculated in accordance with Rule 13d-3(d)(i) of the Act. Such beneficial
ownership is based on the ownership, by each of Israel Corporation, SanDisk,
Alliance and Macronix of 12,366,430, 6,100,959, 6,067,100 and 5,932,105 Ordinary
Shares, respectively, and the right of each of Israel Corporation, SanDisk,
Alliance and Macronix to purchase an additional 1,410,320, 727,002, 724,437 and
663,690 Ordinary Shares, respectively, exercisable within sixty (60) days of the
date hereof. The Reporting Persons (other than Israel Corporation and ICTech)
and the directors and executive officers thereof named in Schedule A hereto,
directly and indirectly, own approximately 60% of the outstanding equity of, and
voting power in, Israel Corporation.
Israel Corporation and ICTech may be deemed to have the shared power
to vote and dispose of the Ordinary Shares held by ICTech and the other
Shareholders pursuant to the Consolidated Shareholders Agreement with respect to
those matters described in Item 3 above. However, Israel Corporation and ICTech
(i) are not entitled to any rights as shareholders of Tower as to the Ordinary
Shares covered by the Consolidated Shareholders Agreement and which are not held
directly by ICTech or subject to a mandatory obligation of Israel Corporation or
ICTech to purchase such shares within sixty (60) days of the date hereof and
(ii) disclaim beneficial ownership of the Ordinary Shares which are covered by
the Consolidated Shareholders Agreement and which are not held directly by
ICTech or subject to a mandatory obligation of Israel Corporation or ICTech to
purchase such shares.
Except as disclosed herein, none of the Reporting Persons, nor, to
the best of their knowledge, any of their directors and executive officers or
any of the persons listed on Schedule A hereto, beneficially owns any securities
of Tower or presently has a right to acquire any securities of Tower. Each
director and executive officer named in Schedule A hereto, disclaims beneficial
ownership of any Ordinary Shares beneficially owned by the Reporting Persons.
20
Israel Corporation has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of all Ordinary
Shares that it indirectly beneficially owns through ICTech.
ICTech has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of all Ordinary Shares that it
beneficially owns.
Each of Idan Ofer and Ehud Hillman has the sole power to vote or to
direct the vote and the sole power to dispose or to direct the disposition of
all Ordinary Shares that he beneficially owns.
Except as disclosed herein, neither the Reporting Persons, nor, to
the best of their knowledge, any of their directors or executive officers
presently has the power to vote or to direct the vote or to dispose of or direct
the disposition of any of the securities which they do not currently own but may
be deemed to beneficially own.
(c) Except as set forth above, neither the Reporting Persons, nor, to
the best of their knowledge, any of their directors or executive officers, has
effected any transaction in any securities of Tower during the past sixty (60)
days.
(d) No person except for Israel Corporation through ICTech is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, securities held directly by ICTech and
covered by this statement.
(e) As of March 6, 2000, Or Point Ltd. transferred all of its equity
interest in Israel Corporation to Ofer (Ships Holdings) Ltd. and ceased to be
the beneficial owner of more than 5% of the Ordinary Shares. As a result, Or
Point Ltd. is no longer a Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Purchase Agreement, Additional Purchase Agreement, the
Registration Rights Agreement, the Consolidated Shareholders Agreement and the
Trustee Nomination Letter (including the termination thereof) described above
and incorporated herein in its entirety by reference, to the knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Tower,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
21
Exhibit No. Description
----------- -----------
1. Share Purchase Agreement, dated as of December 12, 2000,
between Israel Corporation Ltd. and Tower Semiconductor
Ltd.*
2. Additional Purchase Obligation Agreement, dated as of
December 12, 2000, between Israel Corporation Ltd. and
Tower Semiconductor Ltd.*
3. Registration Rights Agreement, dated as of January 18,
2001, by and among Israel Corporation Ltd., SanDisk
Corporation, Alliance Semiconductor Ltd., Macronix
International Co., Ltd. and QuickLogic Corporation.*
4. Consolidated Shareholders Agreement, dated as of January
18, 2001, by and among Israel Corporation Ltd., SanDisk
Corporation, Alliance Semiconductor Ltd. and Macronix
International Co., Ltd.*
5. Trustee Nomination Letter, dated January 25, 2001,
between Zvi Ephrat and Israel Corporation Ltd.*
6. Amendment to Payment Schedules of Series A-3 and Series
A-4 Additional Purchase Obligations, dated March 26,
2002.
7. Letter, dated July 23, 2002, regarding Participation in
Rights Offering, executed by Israel Corporation
Technologies (ICTech) Ltd., SanDisk Corporation,
Alliance Semiconductor Corporation and Macronix (BVI)
Co., Ltd.
8. Joint Filing Agreement, dated January 9, 2003.
_____________________
*Previously filed.
22
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.
Dated: January 9, 2003
ISRAEL CORPORATION LTD.
By: /s/ Noga Yatziv
--------------------------
Name: Adv. Noga Yatziv
Title: Company Secretary
ISRAEL CORPORATION TECHNOLOGIES (ICTECH) LTD.
By: /s/ Noga Yatziv
--------------------------
Name: Adv. Noga Yatziv
Title: Company Secretary
MILLENIUM INVESTMENTS ELAD LTD.
By: /s/ Abraham Levy
--------------------------
Name: Abraham Levy
Title: Chief Financial Officer
OFER BROTHERS PROPERTIES (1957) LTD.
By: /s/ Abraham Levy
--------------------------
Name: Abraham Levy
Title: Chief Executive Officer
MASHAT INVESTMENTS LTD.
By: /s/ Abraham Anaby
--------------------------
Name: Abraham Anaby
Title: Director
23
OFER (SHIPS HOLDINGS) LTD.
By: /s/ Abraham Levy
--------------------------
Name: Abraham Levy
Title: Chief Financial Officer
L.Y.N. (HOLDINGS) LTD.
By: /s/ Abraham Anaby
--------------------------
Name: Abraham Anaby
Title: Director
ORO INVESTMENTS LTD.
By: /s/ Liora Ofer
--------------------------
Name: Liora Ofer
Title: Director
24
SCHEDULE A
----------
Filed by Israel Corporation Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Idan Ofer 23 Aranha Street, Chairman of the Board, Israel Corporation
Tel-Aviv 61070, Israel Ltd., and Chairman of the Board, United
Mizrahi Bank Ltd.
Doron Ofer 6 Ramat Yam Street, Director of Companies
Herzliya Pituach 46851, Israel
Abraham Levy 2 HaNamal Street, Chief Executive Officer, Ofer Brothers
Haifa 33031, Israel Properties (1957) Ltd. and companies in
Israel.
Ehud Angel 2 HaNamal Street, Chief Executive Officer, Ofer (Ships
Haifa 33031, Israel Holdings) Ltd. and Chairman of the Board,
Zim Israel Navigation Co. Ltd.
Amnon Lion 7/12 Tavistock Square, London, England Managing Director, Zodiac Maritime Agencies
Ltd.
Zvi Zamir 7 Yoav Street, Professional Director
Zahala 69938, Israel
Zvi Itskovitch Bank Leumi Le-Israel Ltd., 35 Yehuda HaLevy, Senior Vice President, Head of Domestic
Tel-Aviv 65136, Israel Subsidiaries Division, Bank Leumi Le-Israel
Ltd.
Irit Izakson 15 Matitiyahu Cohen Gadol, Tel-Aviv 62268, Professional Director
Israel
Moshe Vidman Revlon (Israel) Ltd., 5 Jabotinsky Street, General Manager, Revlon (Israel) Ltd.
Ramat Gan 52520, Israel
25
Professor Avishai Braverman Ben Gurion University, President, Ben Gurion University, Israel
Office of the President,
P.O. Box 653, Beer Sheva 84105, Israel
Executive Officers
------------------
Yossi Rosen 23 Aranha Street, President and Chief Executive Officer
Tel-Aviv 61070, Israel
Avisar Paz 23 Aranha Street, Chief Financial Officer
Tel-Aviv 61070, Israel
Adv.Noga Yatziv 23 Aranha Street, Company Secretary and Assistant to the Tel-Aviv
61070, Israel President
Each person listed above is a citizen of the State of Israel. Idan Ofer is also
a citizen of Austria.
26
Filed by Israel Corporation Technologies (ICTech) Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Idan Ofer 23 Aranha Street, Tel Aviv 61070, Israel Chairman of the Board, Israel
Corporation Ltd., and Chairman of
the Board, United Mizrahi Bank Ltd.
Doron Ofer 23 Aranha Street, Tel Aviv 61070, Israel Director of Companies
Yossi Rosen 23 Aranha Street, Tel Aviv 61070, Israel President and Chief Executive
Officer, Israel Corporation Ltd.
Gilad Shavit 23 Aranha Street, Tel Aviv 61070, Israel Business Manager
Moshe Vidman Revlon (Israel) Ltd., 5 Jabotinsky Street, General Manager, Revlon (Israel) Ltd.
Ramat Gan 52520,Israel
Executive Officer
-----------------
Ehud Hillman 23 Aranha Street, Tel Aviv 61070, Israel Chief Executive Officer
Each person listed above is a citizen of the State of Israel. Idan Ofer is also
a citizen of Austria.
27
Filed by Millenium Investments Elad Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Yehuda Ofer 6 Ramat Yam Street Chairman of the Board, Ofer Brothers
Herzlya Pituach 46851, Israel Properties (1957) Ltd., and other companies
Doron Ofer 6 Ramat Yam Street Director of Companies
Herzlya Pituach 46851, Israel
Idan Ofer 23 Aranha Street Chairman of the Board, Israel Corporation
Tel-Aviv 61070, Israel Ltd., and Chairman of the Board, United
Mizrahi Bank Ltd.
Ehud Angel 2 HaNamal Street Chief Executive Officer, Ofer (Ships
Haifa 33031, Israel Holdings) Ltd. and Chairman of the Board,
Zim Israel Navigation Co. Ltd.
Amnon Lion 7/12 Tavistock Square London, England Managing Director, Zodiac Maritime Agencies
Ltd.
Eyal Ofer 18 Upper Brook Street London, England Managing Director, Caryle M.G. Ltd.
Executive Officers
------------------
NONE
Each person listed above is a citizen of the State of Israel. Idan Ofer is also
a citizen of Austria.
28
Filed by Ofer Brothers Properties (1957) Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Yehuda Ofer 6 Ramat Yam Street Chairman of the Board, Ofer Brothers
Herzlya Pituach 46851, Israel Properties (1957) Ltd., and other companies
Abraham Anaby 2 HaNamal Street, Attorney, Director of companies
Haifa 33031, Israel
Liora Ofer 6 Ramat Yam Street Managing Director, Coral Beach Eilat Ltd.
Herzlya Pituach 46851, Israel
Executive Officers
------------------
Abraham Levy 2 HaNamal Street, Chief Executive Officer, Ofer Brothers
Haifa 33031, Israel Properties (1957) Ltd. and companies in
Israel.
Each person listed above is a citizen of the State of Israel.
29
Filed by Mashat Investments Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Idan Ofer 23 Aranha Street, Chairman of the Board, Israel Corporation
Tel-Aviv 61070, Israel Ltd., and Chairman of the Board, United
Mizrahi Bank Ltd.
Abraham Anaby 2 HaNamal Street, Attorney, Director of companies
Haifa 33031, Israel
Executive Officers
------------------
NONE
Each person listed above is a citizen of the State of Israel. Idan Ofer is also
a citizen of Austria.
30
Filed by Ofer (Ships Holdings) Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Yehuda Ofer 6 Ramat Yam Street, Chairman of the Board, Ofer Brothers
Herzliya Pituach 46851, Israel Properties (1957) Ltd., and other companies
Ehud Angel 2 HaNamal Street, Chief Executive Officer, Ofer (Ships
Haifa 33031, Israel Holdings) Ltd. and Chairman of the Board,
Zim Israel Navigation Co. Ltd.
Abraham Anaby 2 HaNamal Street, Attorney, Director of companies
Haifa 33031, Israel
Executive Officers
------------------
Ehud Angel 2 HaNamal Street, Chief Executive Officer, Ofer (Ships
Haifa 33031, Israel Holdings) Ltd. and Chairman of the Board,
Zim Israel Navigation Co. Ltd.
Each person listed above is a citizen of the State of Israel.
31
Filed by L.Y.N. (Holdings) Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Sammy Ofer 2 HaNamal Street, Retired
Haifa 33031, Israel
Abraham Anaby 2 HaNamal Street, Attorney, Director of companies
Haifa 33031, Israel
Executive Officers
------------------
NONE
Each person listed above is a citizen of the State of Israel. Sammy Ofer is also
a citizen of Austria.
32
Filed by Oro Investments Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Liora Ofer 6 Ramat Yam Street, Managing Director, Coral Beach Eilat Ltd.
Herzliya Pituach 46851, Israel
Executive Officers
------------------
NONE
Each person listed above is a citizen of the State of Israel.
33
SCHEDULE B
----------
DIRECTORS AND EXECUTIVE OFFICERS
Present Principal Occupation
Including Name of Employer
Address of Employer
Executive Officers of SanDisk Corporation:
------------------------------------------
(name)
(title) (address)
Directors
---------
Dr. Eli Harari President, Chief Executive Officer and c/o SanDisk Corporation
Director 140 Caspian Court
Sunnyvale, CA 94089
Michael Gray Chief Financial Officer, Senior Vice c/o SanDisk Corporation
President, Finance and Administration 140 Caspian Court
Sunnyvale, CA 94089
Sanjay Mehrotra Chief Operating Officer, c/o SanDisk Corporation
General Manager OEM 140 Caspian Court
Business Unit Sunnyvale, CA 94089
Nelson Chan Senior Vice President, c/o SanDisk Corporation
General Manager 140 Caspian Court
Retail Business Unit Sunnyvale, CA 94089
34
Outside Directors of SanDisk Corporation:
-----------------------------------------
Irwin Federman General Partner, U.S. Venture Partners, Menlo Park, CA
William V. Campbell Entrepreneur, Mountain View, CA
Judy Bruner Senior Vice President and Chief Financial Officer, Palm Inc., Santa Clara, CA
Dr. James D. Meindl Professor, Georgia Institute of Technology in Atlanta, GA
Alan F. Shugart President, Chairman and Chief Executive Officer, Al Shugart International, Santa Cruz, CA
Executive Officers of Alliance Semiconductor Corporation:
---------------------------------------------------------
(name) (title) (address)
N. Damodar Reddy Chairman, President and Chief
Executive Officer c/o Alliance Semiconductor
2575 Augustine Drive
Santa Clara, CA 95054
C.N. Reddy Executive Vice President,
Chief Operating Officer c/o Alliance Semiconductor
Director and Secretary 2575 Augustine Drive
Santa Clara, CA 95054
Ron Shelton Vice President, Finance and Administration c/o Alliance Semiconductor
and Chief Financial Officer 2575 Augustine Drive
Santa Clara, CA 95054
Bradley Perkins Vice President and General Counsel c/o Alliance Semiconductor
2575 Augustine Drive
Santa Clara, CA 95054
Ritu Shrivastava Vice President, Technology Department c/o Alliance Semiconductor
2575 Augustine Drive
Santa Clara, CA 95054
Juan Benitez Chief Executive Officer and President c/o Alliance Semiconductor
Enterprise Development 2575 Augustine Drive
Santa Clara, CA 95054
35
Outside Directors of Alliance Semiconductor Corporation:
--------------------------------------------------------
John B. Minnis President, Milpitas Materials Company, CA
Sanford L. Kane President, Kane Concepts Incorporated, CA
Executive Officers of Macronix International Co., Ltd.
------------------------------------------------------
(name) (title) (address)
Ding-Hua Hu Executive Director and Chairman Block B, 12F, No. 138, Sec. 3,
Minsheng E., Rd.,
Sungshan Chiu,
Taipei, Taiwan 105, R.O.C.
Miin Wu President and Chief Executive Officer c/o Macronix International
6F, No. 196, Sec 2,
Cheng Kuo North Road,
Taipei, Taiwan, R.O.C.
Dang-Hsing Yiu Director and Chief Operating Officer c/o Macronix International
No. 16, Li-Hsin Rd.,
Science-Based Industrial Park,
Hsinchu, Taiwan 300, R.O.C.
Y.S. Tan Director and Vice President c/o Macronix International
No. 16, Li-Hsin Rd.,
Science-Based Industrial Park,
Hsinchu, Taiwan 300, R.O.C.
Raymond S. Mak Director and Vice President c/o Macronix International
No. 16, Li-Hsin Rd.,
Science-Based Industrial Park,
Hsinchu, Taiwan 300, R.O.C.
Ping Tien Wu Supervisor 7F-1, No. 111, Sungjiang Rd.,
Jungshan Chiu,
Taipei, Taiwan 104, R.O.C.
Cheng Yi Fang Supervisor 6F, No. 145, Sec. 2,
Jianguo N. Rd.,
Jungshan Chiu,
Taipei, Taiwan 104, R.O.C.
36
Outside Directors of Macronix International Co., Ltd.:
------------------------------------------------------
H.C. Chen(1) Executive Director 2F, No. 104, Chengdou Rd.,
Wanhua Chiu,
Taipei,Taiwan 108, R.O.C.
An Cheng(2) Director No. 186, Rueiguang Rd.,
Neihu Chiu,
Taipei, Taiwan 114, R.O.C.
Ing-Jiunn Hai(2) Director No. 186, Rueiguang Rd.,
Neihu Chiu,
Taipei, Taiwan 114, R.O.C.
Hong-Hui Chen(3) Director 9F-5, No. 376, Sec. 4,
Renai Rd., Daan Chiu,
Taipei, Taiwan 106, R.O.C.
Fuja Shone Director and Vice President No. 16, Li-Hsin Rd.,
Science-Based Industrial Park,
Hsinchu, Taiwan 300, R.O.C.
Wen-Lung Lee(3) Supervisor 10F, No. 112, Sec. 2,
Jungshan N. Rd.,
Jungshan Chiu,
Taipei, Taiwan 104, R.O.C.
Roger Chu(2) Supervisor No. 186, Rueiguang Rd.,
Neihu Chiu,
Taipei, Taiwan 114, R.O.C.
(1) Nominee of Hung Chih Investment Corporation.
(2) Nominee of Delta Electronics Ltd.
(3) Nominee of PICVUE Electronics Inc.
37
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1. Share Purchase Agreement, dated as of December 12, 2000,
between Israel Corporation Ltd. and Tower Semiconductor
Ltd.*
2. Additional Purchase Obligation Agreement, dated as of
December 12, 2000, between Israel Corporation Ltd. and
Tower Semiconductor Ltd.*
3. Registration Rights Agreement, dated as of January 18,
2001, by and among Israel Corporation Ltd., SanDisk
Corporation, Alliance Semiconductor Ltd., Macronix
International Co., Ltd. and QuickLogic Corporation.*
4. Consolidated Shareholders Agreement, dated as of January
18, 2001, by and among Israel Corporation Ltd., SanDisk
Corporation, Alliance Semiconductor Ltd. and Macronix
International Co., Ltd.*
5. Trustee Nomination Letter, dated January 25, 2001,
between Zvi Ephrat and Israel Corporation Ltd.*
6. Amendment to Payment Schedules of Series A-3 and Series
A-4 Additional Purchase Obligations, dated March 26,
2002.
7. Letter, dated July 23, 2002, regarding Participation in
Rights Offering, executed by Israel Corporation
Technologies (ICTech) Ltd., SanDisk Corporation,
Alliance Semiconductor Corporation and Macronix (BVI)
Co., Ltd.
8. Joint Filing Agreement, dated January 9,
2003.
-----------------
* Previously filed.
38