UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16) *
Hadera Paper Ltd.
(Formerly Named American Israeli Paper Mills Ltd.)
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(Name of Issuer)
Ordinary Shares, Par Value Nis0.01 Per Share
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(Title of Class of Securities)
027069-50-9
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(CUSIP Number)
Clal Industries and Investments Ltd.
The Triangular Tower, 45Th Floor
3 Azrieli Center, Tel Aviv 67023
Israel
Attn: Corporate Secretary
Tel: +972 3 6075794
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NUFAR MALOVANI, ADV. | CORPORATE SECRETARY
CLAL INDUSTRIES AND INVESTMENTS LTD.
3 AZRIELI CENTER, TRIANGLE TOWER, 45TH FLOOR, TEL-AVIV 67023
TEL. +972 3 6075794 | FAX. +972 3 6075131
SEPTEMBER 30, 2009
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the
following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Clal Industries and Investments Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
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4 Source of funds (See Instructions)
WC
--------------------------------------------------------------------------------
5 Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
Israel
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7 Sole Voting Power
0 [a]
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13 Percent of Class Represented by Amount in Row (11)
59.4% [a]
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14 Type of Reporting Person (See Instructions)
CO
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[a] As of February 28, 2010 and as of September 30, 2009.
Page 2 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
DIC Loans Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
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4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check 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
0 [a]
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 0 [a]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
0 [a]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 [a]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0% [a]
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14 Type of Reporting Person (See Instructions)
CO
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[a] As of February 28, 2010 and as of September 30, 2009.
Page 3 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Discount Investment Corporation Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
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4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Israel
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7 Sole Voting Power
0 [a]
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 0 [a]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
0 [a]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 [a]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0% [a]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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[a] As of February 28, 2010 and as of September 30, 2009.
Page 4 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
IDB Development Corporation Ltd.
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
Israel
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7 Sole Voting Power
0 [a][b]
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
[a] The number of Shares is as of February 28, 2010. The number of Shares in
Rows (8), (10) and (11) does not include 383,182 Shares held for members of
the public through, among others, provident funds, mutual funds, pension
funds, exchange traded funds and insurance policies, which are managed by
subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a
subsidiary of IDB Development Corporation Ltd., and 4,998 Shares held by
unaffiliated third-party client accounts managed by a subsidiary of CIEH as
portfolio manager (collectively, the "Managed Shares"). The Reporting
Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include 392,152 Shares held for members of the public through, among
others, provident funds, mutual funds, pension funds, exchange traded funds
and insurance policies, which are managed by subsidiaries of CIEH, and
5,070 Shares held by unaffiliated third-party client accounts managed by a
subsidiary of CIEH as portfolio manager (collectively, the "Previous
Managed Shares"). The Reporting Person disclaims beneficial ownership of
the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excluded the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 5 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
IDB Holding Corporation Ltd.
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Israel
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7 Sole Voting Power
0 [a][b]
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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[a] The number of Shares is as of February 28, 2010. The number of Shares for
Rows (8), (10) and (11) does not include the "Managed Shares". The
Reporting Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include the Previous Managed Shares. The Reporting Person disclaims
beneficial ownership of the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excludes the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 6 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Nochi Dankner
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
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4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
Israel
--------------------------------------------------------------------------------
7 Sole Voting Power
0
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
[a] The number of Shares is as of February 28, 2010. The number of Shares for
Rows (8), (10) and (11) does not include the "Managed Shares". The
Reporting Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include the Previous Managed Shares. The Reporting Person disclaims
beneficial ownership of the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excludes the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 7 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Shelly Bergman
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check 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
0
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
[a] The number of Shares is as of February 28, 2010. The number of Shares for
Rows (8), (10) and (11) does not include the "Managed Shares". The
Reporting Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include the Previous Managed Shares. The Reporting Person disclaims
beneficial ownership of the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excludes the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 8 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Ruth Manor
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check 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
0
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
[a] The number of Shares is as of February 28, 2010. The number of Shares for
Rows (8), (10) and (11) does not include the "Managed Shares". The
Reporting Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include the Previous Managed Shares. The Reporting Person disclaims
beneficial ownership of the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excludes the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 9 of 31 pages
SCHEDULE 13D
CUSIP NO. 027069-50-9
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1 NAME OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Avraham Livnat
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC Use only
--------------------------------------------------------------------------------
4 Source of funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 Check 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
0
NUMBER OF -------------------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY 3,007,621 [a][b]
OWNED BY -------------------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 0 [a][b]
PERSON WITH -------------------------------------------------------------
10 Shared Dispositive Power
3,007,621 [a][b]
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,621 [a][b]
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X] [c]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
59.4% [d]
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
[a] The number of Shares is as of February 28, 2010. The number of Shares for
Rows (8), (10) and (11) does not include the "Managed Shares". The
Reporting Person disclaims beneficial ownership of the Managed Shares.
[b] As of September 30, 2009 the number of Shares for Rows (8), (10) and (11)
was 3,022,132 Shares. This number of Shares included 14,511 Shares held by
subsidiaries of CIEH for their own account. This number of Shares did not
include the Previous Managed Shares. The Reporting Person disclaims
beneficial ownership of the Previous Managed Shares
[c] As of February 28, 2010 - excludes the Managed Shares. As of September 30,
2009 - excludes the Previous Managed Shares
[d] As of September 30, 2009 the percent for Row (13) was 59.7%, based on the
total number of Shares then outstanding.
Page 10 of 31 pages
EXPLANATORY NOTE:
In Amendment No. 16 of the Schedule 13D ("Amendment No. 16") filed with the SEC
on March 8, 2010, the Reporting Persons inadvertently did not conform the
signature pages of Amendment No. 16 or the exhibits thereto to reflect the
manual signatures in accordance with applicable securities laws. Accordingly,
this filing corrects the signature pages of Amendment No. 16 and its exhibits,
and other than for the purpose of filing Amendment No. 16 with the conformed
signature pages, this filing does not, and does not purport to, amend, update or
restate the information in Amendment No. 16 or reflect any events that have
occurred after March 8, 2010.
This Amendment No. 16 on Schedule 13D/A (the "Amendment") amends and
supplements, to the extent specified herein, the Statement on Schedule 13D, as
amended, previously filed with the Securities and Exchange Commission by the
Reporting Persons with respect to the ordinary shares, par value New Israeli
Shekel 0.01 per share, of Hadera Paper Ltd., formerly named American Israeli
Paper Mills Ltd. (the "Statement"). Capitalized terms used in this Amendment
without being defined herein have the meanings given to them in the Statement.
The Amendment is filed by the Reporting Persons in connection with changes in
their ownership of the Shares as a result of a purchase of Shares by Clal from
DIC Loans and DIC.
The following amends and supplements Items 2, 3, 4, 5 and 6 of the Statement.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c): The Reporting Persons.
DIC Loans and DIC cease to be Reporting Persons with respect to ownership of
Shares.
As of February 28, 2010:
IDB Development owned approximately 61% of the outstanding shares of Clal
and approximately 74% of the outstanding shares of DIC (and likewise,
respectively, as of September 30, 2009).
IDB Holding owned all (100%) of the outstanding shares of IDB Development
(and likewise as of September 30, 2009).
Nochi Dankner (together with a private company controlled by him) and
Shelly Bergman owned approximately 56.9% and 12.5% respectively (and likewise,
respectively, as of September 30, 2009) of the outstanding shares of, and
control, Ganden Holdings. One of the other shareholders of Ganden Holdings,
owning approximately 1.7% of Ganden Holdings' outstanding shares, agreed to vote
all its shares of Ganden Holdings in accordance with Nochi Dankner's
instructions (and likewise as of September as of September 2009).
Ganden Holdings owned approximately 54.5% (and approximately 55.3% as of
September 30, 2009) of the outstanding shares of IDB Holding, including
approximately 37% (and approximately 38% as of September 30, 2009) of the
outstanding shares of IDB Holding owned through Ganden which is a wholly owned
subsidiary of Ganden Holdings. These shares of IDB Holding, other than
approximately 31% of the outstanding shares of IDB Holding owned by Ganden, are
not subject to the Shareholders Agreement. Substantially all of the shares of
IDB Holding owned by Ganden and Ganden Holdings have been pledged to financial
institutions as collateral for loans taken to finance the purchase of these
shares. Upon certain events of default, these financial institutions may
foreclose on the loans and assume ownership of or sell these shares.
Shelly Bergman owned through private Israeli corporation which is wholly
owned by her approximately 4.2% (and likewise as of September 30, 2009) of the
outstanding shares of IDB Holding. These shares of IDB Holding are not subject
to the Shareholders Agreement.
Ruth Manor owned through a private Israeli corporation which is controlled
by her approximately 13.2% (and approximately 13.4% as of September 30, 2009) of
the outstanding shares of IDB Holding, including approximately 10% (and likewise
as of September 30, 2009) of the outstanding shares of IDB Holding owned through
Manor which is a majority owned subsidiary of the above-mentioned corporation.
These shares of IDB Holding, other than approximately 10% of the outstanding
shares of IDB Holding owned by Manor, are not subject to the Shareholders
Agreement.
Avraham Livnat owned through a private Israeli corporation which is
controlled by him approximately 13.2% (and approximately 13.4% as of September
30, 2009) of the outstanding shares of IDB Holding, including approximately 10%
(and likewise as of September 30, 2009) of the outstanding shares of IDB Holding
owned through Livnat which is a wholly owned subsidiary of the above-mentioned
corporation. These shares of IDB Holding, other than approximately 10% of the
outstanding shares of IDB Holding owned by Livnat, are not subject to the
Shareholders Agreement.
Page 11 of 31 pages
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of (i) Clal, (ii) DIC Loans,
(iii) DIC, (iv) IDB Development and (vi) IDB Holding are set forth in Schedules
A, B, C, D and E attached hereto, respectively, and incorporated herein by
reference.
(d) None of the Reporting Persons or, to the knowledge of the
Reporting Persons, any director or executive officer named in Schedules A,
B, C, D and E to this Amendment, has, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations and
similar misdemeanors, except as follows:
In February 2010, the Supreme Court of Israel reversed, in appeal proceedings
initiated by the prosecution in December 2004, the acquittal of DIC, several
past executive officers of DIC and one of its other officers by the Tel Aviv
District Court in November 2004 in appeal proceedings initiated by them in June
2002, and reinstated their conviction by the Tel Aviv Magistrate's Court back in
February 2002, of criminal offenses under the Israeli Securities Act, 1968,
regarding the inclusion of a misleading detail in DIC's annual and quarterly
financial statements in order to mislead a reasonable investor by not attaching
the financial statements of certain companies to DIC's financial statements in
respect of the financial reporting periods from 1990 through the first quarter
of 1995 filed with the Tel Aviv Stock Exchange and the Israeli Registrar of
Companies. None of the activities underlying the legal proceedings described
above, which activities ended in May 1995, relate to or involve the Issuer or
its business in any way.
(e) None of the Reporting Persons or, to the knowledge of the
Reporting Persons, any director or executive officer named in Schedules A,
B, C, D and E to this Amendment, has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which as a result of such proceeding 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
On September 30, 2009 Clal purchased from DIC Loans and DIC an aggregate of
1,085,760 Shares for a total purchase price of NIS 246 million (then
approximately $65,460,350), in cash, using Clal's own funds to pay such total
purchase price.
Item 4. PURPOSE OF TRANSACTION
The Shares acquired by Clal as set forth in this Amendment were purchased for
investment purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of February 2010:
Clal was the direct owner of 3,007,621 Shares, constituting approximately
59.4% of the outstanding Shares (and likewise as of September 30, 2009). Clal
shares the power to vote and dispose of these Shares.
DIC Loans and DIC did not own any Shares (and likewise as of September 30,
2009).
IDB Development may be deemed to be the beneficial owner, and to share the
power to vote and dispose, of the 3,007,621 Shares owned by Clal, constituting
approximately 59.4% of the outstanding Shares (and as of September 30 2009 -
also 14,511 Shares held by subsidiaries of CIEH for their own account, or a
total of 3,022,132 Shares, constituting approximately 59.7% of the outstanding
Shares). IDB Development disclaims beneficial ownership of all these Shares.
IDB Holding and the Reporting Persons who are natural Persons may each be
deemed the beneficial owners of, and to share the power to vote and dispose of,
3,007,621 Shares beneficially owned by Clal, constituting approximately 59.4% of
the outstanding Shares (and as of September 30, 2009 - an aggregate of 3,022,132
Shares beneficially owned by Clal and IDB Development, constituting
approximately 59.7% of the outstanding Shares). Each of IDB Holding and the
Reporting Persons who are natural Persons disclaims beneficial ownership of all
these Shares. According to the latest reports of the Issuer, as of February 28,
2010 there were 5,060,872 Shares (and as of September 30, 2009 - 5,060,774
Shares) outstanding. The percentages of the outstanding Shares set forth above
are based on these numbers as applicable.
On September 30, 2009 Clal purchased from DIC Loans and DIC in a privately
negotiated transaction an aggregate of 1,085,760 Shares, being all of the Shares
then owned by DIC Loans and DIC, for a total purchase price of NIS 246 million.
During the 60 days which ended on February 28, 2010 subsidiaries of CIEH sold
for their own account a total of 8,719 Shares as set forth in the following
table. All these sales were made in open market transactions on the Tel Aviv
Stock Exchange.
Page 12 of 31 pages
DATE OF NUMBER OF SHARES
TRANSACTION PURCHASED PRICE PER SHARE (IN NIS)
----------- -------------------------- -----------------------
(excluding commissions)
February 2, 2010 1,840 271.61
1,757 284.72
February 3, 2010 1,715 291.27
February 4, 2010 1,684 297.15
February 7, 2010 575 292.60
February 8, 2010 151 294.50
263 292.00
500 292.51
163 292.60
71 294.90
During the 60 days which ended on September 30, 2009 a subsidiary of CIEH
purchased for its own account 410 Shares at a price of NIS 195.80 per Share
excluding commissions. This purchase was made on August 11, 2009 in an open
market transaction on the Tel Aviv Stock Exchange.
Except as aforesaid, none of the Reporting Persons purchased or sold any Shares
during the 60 days periods which ended on February 28, 2010 and September 30,
2009 respectively.
Information provided to the Reporting Persons indicates that none of the
executive officers and directors of IDB Holding, IDB Development, Clal, DIC and
DIC Loans owned as of February 28, 2010 and as of September 30, 2009, or
purchased or sold during the 60 days which ended on each of such dates, any
Shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Voting Agreement terminated effective as of September 30, 2009, upon the
sale by DIC Loans and DIC of all the Shares owned by them to Clal.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Schedules A, - Name, citizenship, residence or business address and present
B, C, D and E principal occupation of the directors and executive officers
of (i) Clal, (ii) DIC Loans, (iii) DIC, (iv) IDB Development
and (v) IDB Holding.
Exhibit 1 - Letter Agreement dated March 4, 2010 between DIC Loans and
Clal authorizing Clal to file this Amendment No. 16 and any
amendments hereto on behalf of DIC Loans.
Exhibit 2 - Letter Agreement dated March 4, 2010 between DIC and Clal
authorizing Clal to file this Amendment No. 16 and any
amendments hereto on behalf of DIC.
Exhibit 3 - Letter Agreement dated March 4, 2010 between IDB Development
and Clal authorizing Clal to file this Amendment No. 16 and
any amendments hereto on behalf of IDB Development.
Exhibit 4 - Letter Agreement dated March 4, 2010 between IDB Holding and
Clal authorizing Clal to file this Amendment No. 16 and any
amendments hereto on behalf of IDB Holding.
Exhibit 5 - Letter Agreement dated March 3, 2010 between Nochi Dankner
and Clal authorizing Clal to file this Amendment No. 16 and
any amendments hereto on behalf of Nochi Dankner.
Exhibit 6 - Letter Agreement dated March 3, 2010 between Shelly Bergman
and Clal authorizing Clal to file this Amendment No. 16 and
any amendments hereto on behalf of Shelly Bergman.
Exhibit 7 - Letter Agreement dated March 4, 2010 between Ruth Manor and
Clal authorizing Clal to file this Amendment No. 16 and any
amendments hereto on behalf of Ruth Manor.
Exhibit 8 - Letter Agreement dated March 4, 2010 between Avraham Livnat
and Clal authorizing Clal to file this Amendment No. 16 and
any amendments hereto on behalf of Avraham Livnat.
Page 13 of 31 pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Amendment No. 16 is
true, complete and correct.
Date: March 8, 2010 CLAL INDUSTRIES AND INVESTMENTS LTD.
DIC LOANS LTD.
DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
BY: CLAL INDUSTRIES AND INVESTMENTS LTD.
BY: /s/ Yehuda Ben Ezra /s/ Gonen Bieber
-----------------------------------------
Yehuda Ben Ezra and Gonen Bieber, authorized signatories of
Clal Industries and Investments Ltd., for itself and on
behalf of DIC Loans Ltd., Discount Investment Corporation
Ltd., IDB Development Corporation Ltd., IDB Holding
Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor
and Avraham Livnat, pursuant to agreements annexed to this
Amendment No. 16 as Exhibits 1 through 8.
Page 14 of 31 pages
Schedule A
Directors and Executive Officers
of
CLAL INDUSTRIES AND INVESTMENTS LTD.
(as of February 28, 2010 and also as of September 30, 2009)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
Nochi Dankner Chairman of the Chairman of IDB Holding; IDB Development, DIC and
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies.
floor, Tel-Aviv 67023, Israel
Avi Fischer Director & Co-Chief Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Executive Officer Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal.
Refael Bisker Director Chairman of Property and Building Corporation
3 Azrieli Center, The Triangular Tower, 44th Ltd. Co-Chairman of Shufersal Ltd.
floor, Tel-Aviv 67023, Israel
Marc Schimmel Director Co-Managing Director of UKI Investments.
54-56 Euston St., London NW1,
United Kingdom
Yecheskel Dovrat Director Economic consultant & director of companies.
1 Nachshon Street, Ramat Hasharon 47301,
Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th
floor, Tel-Aviv 67023, Israel
Shay Livnat Director President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
David Leviatan Director Director of companies.
18 Mendele Street, Herzelia 46709, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
103 Kahanman Street, of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Adiel Rosenfeld Director Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840, Israel
Liora Polachek External Director Independent Lawyer, Partner and Director at
46 He Beiyyar St., Tel Aviv , Sitan Polachek Attorney.
Israel
Zeev Ben- Asher External Director Managers Coacher and organizational consultant.
20 Carmely St., Ramt-Gan ,
Israel
Page 15 of 31 pages
Zvi Livnat Co-Chief Executive Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Officer Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal.
Boaz Simons Senior Vice Senior Vice President of Clal.
3 Azrieli Center, The Triangular Tower 45th President
floor, Tel-Aviv 67023, Israel
Guy Rosen Senior Vice Senior Vice President of Clal; Deputy Chairman of
3 Azrieli Center, The Triangular Tower 45th President IDB Tourism Ltd..
floor, Tel-Aviv 67023, Israel
Gonen Bieber (**) Vice President and Vice President and Chief Financial Officer of
3 Azrieli Center, The Triangular Tower 45th Chief Financial Clal; Vice President and finance manager of IDB
floor, Tel-Aviv 67023, Israel Officer Development; Finance manager of IDB Holding.
Nitsa Einan Vice President and General Counsel of Clal and Clal Biotechnology
3 Azrieli Center, The Triangular Tower 45th General Counsel Industries Ltd.
floor, Tel-Aviv 67023, Israel
Yehuda Ben Ezra Vice President & Comptroller of Clal.
3 Azrieli Center, The Triangular Tower 45th Comptroller
floor, Tel-Aviv 67023, Israel
Tal Mund Vice President Business Development of Clal
3 Azrieli Center, the Triangular Tower
45th floor, Tel Aviv 67023, Israel
(*) Dual citizen of Israel and France.
(**) Dual citizen of Israel and Germany.
Page 16 of 31 pages
Schedule B
Directors and Executive Officers
of
DIC LOANS LTD.
(as of February 28, 2010 and also as of September 30, 2009)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
Raanan Cohen Director Vice President of DIC.
3 Azrieli Center, The Triangular Tower 44th
floor, Tel-Aviv 67023, Israel
Michel Dahan Director & Chief Vice President and Chief Financial Officer of DIC.
3 Azrieli Center, The Triangular Tower 44th Financial Officer
floor, Tel-Aviv 67023, Israel
Kurt Keren Director Corporate Secretary of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Motti Berenstain Comptroller Comptroller of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
====================================================
Page 17 of 31 pages
Schedule C
Directors and Executive Officers
of
DISCOUNT INVESTMENT CORPORATION LTD.
(as of February 28, 2010 and also as of September 30, 2009 unless otherwise noted)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
Nochi Dankner Chairman of the Chairman of IDB Holding; IDB Development, DIC and
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies.
floor, Tel-Aviv 67023, Israel
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
Zvi Livnat Director Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal.
Avi Fischer Director Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal.
Refael Bisker Director Chairman of Property and Building Corporation
3 Azrieli Center, The Triangular Tower, 44th Ltd. Co-Chairman of Shufersal Ltd.
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction,
Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Gideon Lahav Director Director of companies.
124 Ehad Ha-Am Street,
Tel-Aviv 65208, Israel
Moshe Arad External Director Director of companies.
14 Shay Agnon Street,
Jerusalem 92586, Israel
Gideon Dover External Director Chief Executive Officer and director of Dover
11 Hamaalot Street, Medical and Scientific Equipment Ltd.
Herzlia B 46583, Israel
Prof. Niv Ahituv External Director Professor at the Faculty of Management in the Tel
33 Drezner Street, Aviv University.
Tel Aviv 69496, Israel.
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
103 Kahanman Street, of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Page 18 of 31 pages
Dori Manor (*) Director Chief Executive Officer of companies in the motor
103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Haim Gavrieli Director Chief Executive Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th Vice President of IDB Development.
floor, Tel-Aviv 67023, Israel
Ami Erel President and Chief President and Chief Executive Officer of DIC;
3 Azrieli Center, The Triangular Tower, 44th Executive Officer Chairman of NetVision Ltd., Cellcom Israel Ltd.
floor, Tel-Aviv 67023, Israel and Koor Industries Ltd.
Raanan Cohen Vice President Vice President of DIC; Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd.
floor, Tel-Aviv 67023, Israel
Ari Bronshtein Vice President Vice President of DIC; Co-Chief Executive Officer
3 Azrieli Center, The Triangular Tower, 44th of Elron.
floor, Tel-Aviv 67023, Israel
Michel Dahan Vice President and Vice President and Chief Financial Officer of DIC.
3 Azrieli Center, The Triangular Tower, 44th Chief Financial
floor, Tel-Aviv 67023, Israel Officer
Asaf Topaz (**) Vice President Vice President of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Motti Berenstain Comptroller Comptroller of DIC
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Dr. Yochai Rafaelli (***) Vice President Vice President of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France
(**) Only as of February 28, 2010
(***) Only as of September 30, 2009
Page 19 of 31 pages
Schedule D
Directors and Executive Officers
of
IDB DEVELOPMENT CORPORATION LTD.
(as of February 28, 2010 and also as of September 30, 2009)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
Nochi Dankner Chairman of the Chairman of IDB Holding, IDB Development, DIC and
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies.
floor, Tel-Aviv 67023, Israel
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal.
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal.
Refael Bisker Director Chairman of Property and Building Corporation
3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd.
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th Executive Officer
floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
103 Kahanman Street, of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street,
Tel-Aviv 69345, Israel
Amos Malka Director Director of companies
18 Nahal Soreq Street,
Modi'in 71700, Israel
Prof. Yoram Margalioth Director Senior lecturer (expert on tax laws) at the
16 Ha'efroni Street, Faculty of Law in the Tel Aviv University.
Raanana 43724, Israel
Page 20 of 31 pages
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street,
Tel-Aviv 62268, Israel
Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of IDB
floor, Tel-Aviv 67023, Israel Investments (U.K.) Ltd.
Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial
3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial
floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Gonen Bieber ** Vice President and Vice President and Chief Financial Officer of
3 Azrieli Center, The Triangular Tower, 45th finance manager Clal; Vice President and finance manager of IDB
floor, Tel-Aviv 67023, Israel Development; Finance manager of IDB Holding.
Haim Gavrieli Executive Vice Chief Executive Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th President Vice President of IDB Development.
floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President Vice President Comptrolling of IDB Development;
3 Azrieli Center, The Triangular Tower, 44th Comptrolling Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel
Amir Harosh Comptroller Comptroller of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Inbal Tzion Vice President and Vice President and Corporate Secretary of IDB
3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary Development; Corporate Secretary of IDB Holding.
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
(**) Dual citizen of Israel and Germany.
Page 21 of 31 pages
Schedule E
Directors and Executive Officers
o f
IDB HOLDING CORPORATION LTD.
(as of February 28, 2010 and also as of September 30, 2009)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
Nochi Dankner Chairman of the Chairman of IDB Holding, IDB Development, DIC and
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Clal; Businessman and director of companies.
floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector
103 Kahanman Street, the Board of of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel Directors
Arie Mientkavich Vice Chairman of Chairman of Elron; Deputy Chairman of Gazit-Globe
3 Azrieli Center, The Triangular Tower, 42nd the Board of Ltd. and Chairman of Gazit-Globe Israel
floor, Tel-Aviv 67023, Israel Directors (Development) Ltd.
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
Lior Hannes Director Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of IDB
floor, Tel-Aviv 67023, Israel Investments (U.K.) Ltd.
Refael Bisker Director Chairman of Property and Building Corporation
3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd.
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
103 Kahanman Street, vehicle sector of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
Shmuel Dor External Director Head of auditing of subsidiaries of Clalit Health
7 Tarad Street, Ramat Gan 52503, Israel Services
Zvi Dvoresky External Director Chief Executive Officer of Beit Kranot Trust Ltd.
3 Biram Street, Haifa 34986, Israel
Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel President Officer of Clal.
Page 22 of 31 pages
Haim Gavrieli Chief Executive Chief Executive Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th Officer Vice President of IDB Development.
floor, Tel-Aviv 67023, Israel
Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal.
Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB
floor, Tel-Aviv 67023, Israel Development.
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President
3 Azrieli Center, The Triangular Tower, 44th Comptrolling of IDB Development.
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
Page 23 of 31 pages
Exhibit 1
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Kurt Keren, /s/ Ari Bronshtein
----------------------------------
DIC Loans Ltd.
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
-------------------------------------
Clal Industries and Investments Ltd.
Page 24 of 31 pages
Exhibit 2
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Kurt Keren, /s/ Ari Bronshtein
----------------------------------
Discount Investment Corporation Ltd.
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
-------------------------------------
Clal Industries and Investments Ltd.
Page 25 of 31 pages
Exhibit 3
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Eliahu Cohen, /s/ Eyal Solganik
-----------------------------------
IDB Development Corporation Ltd.
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
------------------------------------
Clal Industries and Investments Ltd.
Page 26 of 31 pages
Exhibit 4
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Haim Gavrieli, /s/ Eyal Solganik
------------------------------------
IDB Holding Corporation Ltd.
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
------------------------------------
Clal Industries and Investments Ltd.
Page 27 of 31 pages
Exhibit 5
Tel Aviv, March 3, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Nochi Dankner
-----------------
Nochi Dankner
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
-------------------------------------
Clal Industries and Investments Ltd.
Page 28 of 31 pages
Exhibit 6
Tel Aviv, March 3, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Shelly Bergman
------------------
Shelly Bergman
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
------------------------------------
Clal Industries and Investments Ltd.
Page 29 of 31 pages
Exhibit 7
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Ruth Manor
--------------
Ruth Manor
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
-------------------------------------
Clal Industries and Investments Ltd.
Page 30 of 31 pages
Exhibit 8
Tel Aviv, March 4, 2010
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
ISRAEL
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Hadera Paper Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Avraham Livnat
------------------
Avraham Livnat
A g r e e d:
/s/ Yehuda Ben Ezra /s/ Gonen Bieber
------------------------------------
Clal Industries and Investments Ltd.
Page 31 of 31 pages