CUSIP No.: 500 507 108 Schedule 13D Page 1 of 15 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13(d)-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13(d)-2(a)
KOOR INDUSTRIES LTD.
(Name of Issuer)
Ordinary Shares/American Depositary Shares
(Title of Class of Securities)
500 507 108
(CUSIP Number)
Marc A. Berger, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Ave, 12th Floor, New York, NY 10022
(212) 308-8866
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
June 23, 2004
(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), Rule 13d-1(f) or Rule 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(b) 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).
CUSIP No.: 500 507 108 Schedule 13D Page 2 of 15 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Anfield Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS(See Instructions)
BK, WC, AF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
547,902
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 547,902
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,902
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
CUSIP No.: 500 507 108 Schedule 13D Page 3 of 15 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Jonathan Kolber
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS(See Instructions)
BK, WC, AF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
87,500*
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 547,902
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 87,500*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
547,902
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,402
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Comprised of Ordinary Shares subject to exercisable options in favor of
Jonathan Kolber.
CUSIP No.: 500 507 108 Schedule 13D Page 4 of 15 Pages
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule
13D dated December 30, 2003 (the "Original Schedule 13D"). This Amendment No. 1
amends the Original Schedule 13D as specifically set forth herein. All terms
capitalized herein shall have the respective meaning set forth in the Original
Schedule 13D.
Item 1. Security and Issuer.
Unchanged from the Original Schedule 13D.
Item 2. Identity and Background.
Unchanged from the Original Schedule 13D.
(d) During the past five years, neither Jonathan Kolber, Anfield nor, to
the best of their knowledge, any of the Schedule I Persons have been convicted
in a criminal proceeding.
(e) During the past five years, neither Jonathan Kolber, Anfield nor, to
the best of their knowledge, any of the Schedule I Persons (as defined in the
Original Schedule 13D) have been a party to any civil proceeding as a result of
which it has been 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.
As in the Original Schedule 13D, all "dollar" or "$" reference is to U.S.
dollars unless otherwise indicated. All "NIS" references are to new Israeli
shekels.
Item 3. Source and Amount of Funds or Other Consideration.
The subheading "Background" under Item 3 of the Original Schedule 13D is
hereby amended by adding the following at the end of that subheading:
Pursuant to the loan agreement dated as of October 17, 1997, in the
principal amount of $25,000,000 by and between Anfield and Stephen
Rosner Bronfman (the "1997 Loan Agreement"), Anfield may satisfy all
of its obligations to Stephen Rosner Bronfman under the 1997 Loan
Agreement by Anfield's delivery to him of 209,338 Ordinary Shares in
the Company.
The subheading "Source of Funds" under Item 3 of the Original Schedule 13D
is hereby amended by adding the following at the end of that subheading:
Anfield (and indirectly Jonathan Kolber) was the transferor of the
Ordinary Shares of the Company reflected in this Amendment 1, and,
accordingly, no funds from either Anfield or Jonathan Kolber were
required in connection with such transfer.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended by deleting the last
paragraph thereof and inserting the following in its place:
CUSIP No.: 500 507 108 Schedule 13D Page 5 of 15 Pages
Anfield transferred a total of 299,338 Ordinary Shares in the
Company to Stephen Rosner Bronfman to satisfy Anfield's obligations
to him under the 1997 Loan Agreement and to otherwise reduce
Anfield's ownership of Ordinary Shares in the Company.
Neither Anfield nor Jonathan Kolber has any present plans or
proposals that relate to or would result in any of the actions
required to be described in this Item 4. Each will, from time to
time, review or reconsider its position with respect to the Company
and may formulate plans or proposals with respect to any of such
matters.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) Anfield may be deemed to beneficially own 547,902 Ordinary Shares.
This represents 3.5% of the Ordinary Shares of the Company (based on 15,741,160
Ordinary Shares represented to be outstanding December 31, 2003, less Ordinary
Shares held by the Company and a subsidiary that do not have voting rights).
Jonathan Kolber may be deemed to beneficially own 635,402 Ordinary Shares in the
Company (4.0%, calculated on the same basis). The Ordinary Shares beneficially
owned by Mr. Kolber include the Ordinary Shares owned through Anfield and
Ordinary Shares deemed to be beneficially owned due to Mr. Kolber's options
holdings in the Company.
(b) Anfield has the sole voting and dispositive rights with respect to its
Ordinary Shares (inclusive of any ADSs), subject to a pledge in favor of Bank
Hapoalim referred to in Item 3. Mr. Kolber has shared voting and dispositive
rights with respect to the Ordinary Shares beneficially owned through Anfield,
and is deemed to have sole voting and dispositive rights with respect to the
Ordinary Shares subject to options. The Ordinary Shares transferred to Mr.
Bronfman pursuant to the two memoranda of agreement attached hereto remain
subject to a pledge from Anfield in favor of Bank Hapoalim B.M.
(c) During the last sixty days there have been no transactions in the
Ordinary Shares effected by Anfield, nor, to the best of its knowledge, any of
their Schedule I Persons.
(d) None.
(e) Each of Anfield and Jonathan Kolber ceased to be the beneficial owner
of more than five percent (5%) of the Ordinary Shares in the Company (as
determined under Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, hereinafter the "Exchange Act") on the date set forth on the coversheet
of this Amendment 1.
CUSIP No.: 500 507 108 Schedule 13D Page 6 of 15 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Unchanged from the Original Schedule 13D, except as set forth in Item 7.
Item 7. Material to be Filed as Exhibits.
The list of exhibits is hereby amended by adding the following, which
exhibit is being filed by Anfield under this Amendment 1:
Exh. 99.1 Memorandum of Agreement dated as of the date set forth
on the coversheet of this Amendment 1, 2004 by and
between Anfield and Stephen Rosner Bronfman (209,338
Ordinary Shares).
Exh. 99.2 Memorandum of Agreement dated as of the date set forth
on the coversheet of this Amendment 1, 2004 by and
between Anfield and Stephen Rosner Bronfman (90,000
Ordinary Shares).
CUSIP No.: 500 507 108 Schedule 13D Page 7 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information contained in this statement is
true, complete and correct.
Dated: June 24, 2004.
ANFIELD LIMITED
By: /s/ Alan Sacks
--------------------------
Name: Alan Sacks
Title: Director
/s/ Jonathan Kolber
---------------------------------
JONATHAN KOLBER