0000902664-15-003599.txt : 20150910 0000902664-15-003599.hdr.sgml : 20150910 20150910140410 ACCESSION NUMBER: 0000902664-15-003599 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150910 DATE AS OF CHANGE: 20150910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELBIT IMAGING LTD CENTRAL INDEX KEY: 0001027662 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50154 FILM NUMBER: 151100884 BUSINESS ADDRESS: STREET 1: 7 MOTA GUR STREET CITY: PETAH TIKVA STATE: L3 ZIP: 4952801 BUSINESS PHONE: 97236086000 MAIL ADDRESS: STREET 1: 7 MOTA GUR STREET CITY: PETAH TIKVA STATE: L3 ZIP: 4952801 FORMER COMPANY: FORMER CONFORMED NAME: ELBIT MEDICAL IMAGING LTD DATE OF NAME CHANGE: 19961127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 p15-1843sc13d.htm ELBIT IMAGING LTD

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. [__])*
 

Elbit Imaging Ltd.

(Name of Issuer)
 

Ordinary Shares, par value NIS 1.00 per share

(Title of Class of Securities)
 

IL0010811169**

(CUSIP Number)
 
Shulamit Leviant, Esq.
c/o Davidson Kempner Capital Management LP
520 Madison Avenue, 30th Floor
New York, New York 10022
(212) 446 4053
 
With a copy to:
 
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 2, 2015

(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. ý

 

(Page 1 of 22 Pages)

______________________________

* 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).

 

 

** The Ordinary Shares have no CUSIP number. The ISIN number for the Ordinary Shares is IL0010811169.

 

 

CUSIP No. IL0010811169SCHEDULE 13D Page 2 of 22 Pages

 

1

NAME OF REPORTING PERSON

M. H. Davidson & Co.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

73,491

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

73,491

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

73,491

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.27%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 3 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Partners

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

258,634

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

258,634

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

258,634

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.94%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 4 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Institutional Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

599,178

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

599,178

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

599,178

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.17%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 5 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

591,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

591,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

591,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.15%

14

TYPE OF REPORTING PERSON

CO

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 6 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Distressed Opportunities Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

944,298

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

944,298

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

944,298

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.42%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 7 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Distressed Opportunities International Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,476,382

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,476,382

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,476,382

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.35%

14

TYPE OF REPORTING PERSON

CO

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 8 of 22 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,943,584

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,943,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,943,584

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.30%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 9 of 22 Pages

 

1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,943,584

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,943,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,943,584

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.30%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 10 of 22 Pages

 

1

NAME OF REPORTING PERSON

Anthony A. Yoseloff

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,943,584

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,943,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,943,584

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.30%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 11 of 22 Pages

 

1

NAME OF REPORTING PERSON

Conor Bastable

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,943,584

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,943,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,943,584

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.30%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 12 of 22 Pages

 

1

NAME OF REPORTING PERSON

Avram Z. Friedman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,943,584

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,943,584

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,943,584

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.30%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. IL0010811169SCHEDULE 13D Page 13 of 22 Pages

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (the "Schedule 13D") relates to the Ordinary Shares, par value NIS 1.00 per share (the "Ordinary Shares") of Elbit Imaging Ltd., an Israeli company (the "Issuer"). The Issuer's principal executive offices are located at Mota Gur Street, Petach Tikva 4900102, Israel.  

 

Item 2. IDENTITY AND BACKGROUND
   
(a) This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) M. H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company, is the general partner of CO. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
     
  (ii) Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD.  DKCM is responsible for the voting and investment decisions of DKP;
     
  (iii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
     
  (iv) Davidson Kempner International, Ltd., a British Virgin Islands business company ("DKIL").  DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL;
     
  (v) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF").  DK Group LLC, a Delaware limited liability company, is the general partner of DKDOF.  DKCM is responsible for the voting and investment decisions of DKDOF;
     
  (vi) Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI").  DK Management Partners LP, a Delaware limited partnership, is the investment manager of DKDOI.  DKCM is responsible for the voting and investment decisions of DKDOI;
     

 

CUSIP No. IL0010811169SCHEDULE 13D Page 14 of 22 Pages

 

  (vii) Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO, DKP, DKIP, DKIL, DKDOF and DKDOI ("DKCM") either directly or by virtue of a sub-advisory agreement with the investment manager of the relevant fund. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant, Morgan Blackwell, Patrick W. Dennis and Gabriel T. Schwartz; and
     
  (viii) Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman through DKCM, are responsible for the voting and investment decisions relating to the securities held by CO, DKP, DKIP, DKIL, DKDOF and DKDOI reported herein.  
     
  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
   
(b) The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.
   
(c) The principal business of CO, DKP, DKIP, DKIL, DKDOF and DKDOI is to invest in securities. The principal business of DKCM is the management of the affairs of CO, DKP, DKIP, DKIL, DKDOF, DKDOI and other funds. The principal business of Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman is to invest for funds and accounts under their management.
   
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, 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.
   
  Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D. 
   
(f) (i) CO - a New York limited partnership
     

 

CUSIP No. IL0010811169SCHEDULE 13D Page 15 of 22 Pages

 

  (ii) DKP – a New York limited partnership
     
  (iii) DKIP – a Delaware limited partnership
     
  (iv) DKIL – a British Virgin Islands business company
     
  (v) DKDOF- a Delaware limited partnership
     
  (vi) DKDOI - a Cayman Islands exempted company
     
  (vii) DKCM – a Delaware limited partnership
     
  (viii) Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman – United States
     

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Pursuant to the Issuer's debt restructuring, which is described in the Issuer's Reports of Foreign Private Issuer on Form 6-K filed on September 18, 2013, January 2, 2014 and February 20, 2014 (the "Debt Restructuring"), NIS 304,688,582.20 principal amount of the Issuer's Series B notes and NIS 14,905,668.00 principal amount of the Issuer's Series C1 notes then held by the Reporting Persons were extinguished and converted into the 3,943,584 Ordinary Shares reported in this Schedule 13D and the Notes (as defined in Item 6).

 

Item 4. PURPOSE OF TRANSACTION
   
  The Reporting Persons acquired the Ordinary Shares to which this Schedule 13D relates in the Debt Restructuring.
   
  The Reporting Persons have engaged and may continue to engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Ordinary Shares and the Issuer, including, without limitation, matters concerning the business, operations, governance, board composition, director candidates, management, capitalization and strategic plans of the Issuer or of any subsidiary of the Issuer or other entity in which the Issuer may have an investment (the foregoing "Related Entities"). The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the business, operations, governance, board composition, director candidates, management, capitalization or strategic plans of the Issuer or any Related Entity, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D. 
   

 

CUSIP No. IL0010811169SCHEDULE 13D Page 16 of 22 Pages

 

  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the financial position and strategic direction, actions taken by management or the board of directors of the Issuer or any Related Entity, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer and/or any Related Entity as they deem appropriate, including, without limitation, proposing or nominating director candidates to the board of directors of the Issuer or any Related Entity, proposing changes in the operations, governance, capitalization, use of capital, financial metrics, capital allocations, corporate structure, including acquisitions or dispositions of the Issuer or any Related Entity, purchasing additional, or selling some or all of, their Ordinary Shares or shares of any Related Entity, engaging in short selling of or any hedging or similar transactions with respect to the Ordinary Shares or shares of any Related Entity and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Ordinary Shares or shares of any Related Entity.
   
  Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Ordinary Shares reported herein.     
   

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons.  The percentages used in this Schedule 13D are calculated based upon 27,572,429 Ordinary Shares reported to be outstanding as of April 1, 2015 in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2014 filed on April 30, 2015.  The number of shares reported in this Schedule 13D reflects the 1-for-20 reverse stock split effective on August 21, 2014.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The Reporting Persons did not enter into any transactions in the Ordinary Shares within the past sixty days.
   
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares.
   

 

CUSIP No. IL0010811169SCHEDULE 13D Page 17 of 22 Pages

 

(e) Not applicable.
   

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
 

The Reporting Persons also hold two series of notes issued pursuant to the Debt Restructuring. The Reporting Persons hold an aggregate of (i) NIS 64,077,342 principal amount of the Issuer's Series H notes, which are repayable in a single payment by May 31, 2018 and (ii) NIS 33,732,725 principal amount of the Issuer's Series I notes, which are repayable in a single payment by November 30, 2019 (collectively, the "Notes"). The terms of the Notes are described in the Issuer's SEC filings.

 

Other than as described above and the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 1: Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act.

 

 

CUSIP No. IL0010811169SCHEDULE 13D Page 18 of 22 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED:  September 10, 2015 m.h. davidson & Co.
  By: M.H. Davidson & Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

 

 

   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
  By: DK Group LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
  By: DK Management Partners LP,
  its Investment Manager
   
  By: DK Stillwater GP LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
   
  /s/ Thomas L. Kempner, Jr.
  THOMAS L. KEMPNER, JR.
   
  /s/ Anthony A. Yoseloff
  ANTHONY A. YOSELOFF
   
  /s/ Avram Z. Friedman
  AVRAM Z. FRIEDMAN
   
  /s/ Conor Bastable
  CONOR BASTABLE
   
         
           

 

 

CUSIP No. IL0010811169SCHEDULE 13D Page 19 of 22 Pages

 

Schedule A

 

GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

 

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the "Instruction C Persons"). To the best of the Reporting Persons' knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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 and (ii) none of the Instruction C Persons owns any Ordinary Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D , except to the extent such Instruction C Person is a Reporting Person in which case such Instruction C Person's beneficial ownership is as set forth in Item 5 of the Schedule 13D.

 

REPORTING PERSON: M.H. DAVIDSON & CO. ("CO")

 

M.H. Davidson & Co. GP, L.L.C. ("CO GP") serves as the general partner of CO. Its business address is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. Its principal occupation is serving as the general partner of CO. CO GP is a Delaware limited liability company.

 

Messrs. Thomas L. Kempner, Jr., Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant, Morgan Blackwell, Patrick W. Dennis and Gabriel T. Schwartz (the "Principals") serve as the managing members of CO GP. The business address of each Principal is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. The principal occupation of each Principal is to invest for funds and accounts under their management. Each Principal is a United States citizen. Mr. Timothy I. Levart is also a United Kingdom citizen.

 

REPORTING PERSON: DAVIDSON KEMPNER PARTNERS ("DKP")

 

MHD Management Co. GP, L.L.C. ("MHD GP") serves as the general partner of MHD Management Co. (the

"DKP GP"), which serves as the general partner of DKP. Its business address is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. Its principal occupation is serving as the general partner of the DKP GP. MHD GP is a Delaware limited liability company.

 

The Principals serve as the managing members of MHD GP. The other information with respect to the Principals required by Instruction C of the instructions to Schedule 13D is set forth above.

 

 

 

 

CUSIP No. IL0010811169SCHEDULE 13D Page 20 of 22 Pages

 

 

REPORTING PERSON: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. ("DKIP")

 

Davidson Kempner Advisers Inc. ("DKAI") serves as the general partner of DKIP. Its business address is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. Its principal occupation is serving as the general partner of DKIP. DKAI is a New York corporation.

 

The Principals serve as the executive officers of DKAI. The other information with respect to the Principals required by Instruction C of the instructions to Schedule 13D is set forth above.

 

REPORTING PERSON: DAVIDSON KEMPNER INTERNATIONAL, LTD. ("DKIL")

 

Mr. Timothy I. Levart, a Principal, serves as a director of DKIL. The other information with respect to Mr. Timothy I. Levart required by Instruction C of the instructions to Schedule 13D is set forth above.

 

The following sets forth the name, position, address, principal occupation and citizenship of any other control person, director and/or executive officer of DKIL:

 

Name   Position   Citizenship   Present Principal
Occupation		   Business Address
Gary Linford   Director   South Africa   Managing Director of HighWater Limited  

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road

P.O. Box 30599, KY1-1203

Grand Cayman, Cayman Islands

John Lewis   Director   Canada   Director of HighWater Limited  

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road

P.O. Box 30599, KY1-1203

Grand Cayman, Cayman Islands

 

REPORTING PERSON: DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP ("DKDOF")

 

DK Group LLC ("DKG") serves as the general partner of DKDOF. Its business address is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. Its principal occupation is serving as the general partner of DKDOF. DKG is a Delaware limited liability company.

 

The Principals serve as the managing members of DKG. The other information with respect to the Principals required by Instruction C of the instructions to Schedule 13D is set forth above.

 

 

CUSIP No. IL0010811169SCHEDULE 13D Page 21 of 22 Pages

 

REPORTING PERSON: DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD. ("DKDOI")

 

Messrs. Timothy I. Levart, a Principal, Gary Linford and John Lewis serve as the directors of DKDOI. The other information with respect to Messrs. Timothy I. Levart, Gary Linford and John Lewis required by Instruction C of the instructions to Schedule 13D is set forth above.

 

 

REPORTING PERSON: DAVIDSON KEMPNER CAPITAL MANAGEMENT LP ("DKCM")

 

DKCM GP LLC ("DKCM GP") serves as the general partner of DKCM. Its business address is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. Its principal occupation is serving as the general partner of DKCM. DKCM GP is a Delaware limited liability company.

 

The Principals serve as the managing members of DKCM. The other information with respect to the Principals required by Instruction C of the instructions to Schedule 13D is set forth above.

 

CUSIP No. IL0010811169SCHEDULE 13D Page 22 of 22 Pages

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:  September 10, 2015 m.h. davidson & Co.
  By: M.H. Davidson & Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President

 

   

 

  davidson kempner international, ltd.
  By: Davidson Kempner Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
  By: DK Group LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
  By: DK Management Partners LP,
  its Investment Manager
   
  By: DK Stillwater GP LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
   
  /s/ Thomas L. Kempner, Jr.
  THOMAS L. KEMPNER, JR.
   

 

   

 

  /s/ Anthony A. Yoseloff
  ANTHONY A. YOSELOFF
   
  /s/ Avram Z. Friedman
  AVRAM Z. FRIEDMAN
   
  /s/ Conor Bastable
  CONOR BASTABLE