-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRk8asPUhPW+T9DioaEyyccqBEVRj5Tqj4oQWLBgXm4izzdAn3aXkzG8iRC62oT7 wbz5rhn1rneiggxNmbDn4w== 0000910662-09-000272.txt : 20090601 0000910662-09-000272.hdr.sgml : 20090601 20090601142121 ACCESSION NUMBER: 0000910662-09-000272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090601 DATE AS OF CHANGE: 20090601 GROUP MEMBERS: MENORA MIVTACHIM FINANCE LTD. GROUP MEMBERS: MENORA MIVTACHIM GEMEL LTD. GROUP MEMBERS: MENORA MIVTACHIM INSURANCE LTD. GROUP MEMBERS: MENORA MIVTACHIM MUTUAL FUNDS LTD. GROUP MEMBERS: MENORA MIVTACHIM PENSION FUNDS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORMULA SYSTEMS (1985) LTD CENTRAL INDEX KEY: 0001045986 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56313 FILM NUMBER: 09864610 BUSINESS ADDRESS: STREET 1: 3 ABBA EBAN BLVD. CITY: HERZLIYA STATE: L3 ZIP: 46725 BUSINESS PHONE: 001 972 9 9598800 MAIL ADDRESS: STREET 1: PO BOX 2062 CITY: HERZLIYA STATE: L3 ZIP: 46120 FORMER COMPANY: FORMER CONFORMED NAME: FORMULA SYSTEMS \1985\ LTD DATE OF NAME CHANGE: 19970911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENORA MIVTACHIM HOLDINGS LTD. CENTRAL INDEX KEY: 0001351917 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MENORA HOUSE STREET 2: 115 ALLENBY STREET CITY: TEL AVIV STATE: L3 ZIP: 61008 BUSINESS PHONE: 972-3-710-7864 MAIL ADDRESS: STREET 1: MENORA HOUSE STREET 2: 115 ALLENBY STREET CITY: TEL AVIV STATE: L3 ZIP: 61008 FORMER COMPANY: FORMER CONFORMED NAME: MENORAH HOLDINGS LTD. DATE OF NAME CHANGE: 20060201 SC 13D/A 1 formulasc13da3.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 3 Under the Securities Exchange Act of 1934 FORMULA SYSTEMS (1985) LTD. --------------------------- (Name of Issuer) Ordinary Shares, NIS 1.00 nominal par value per share ----------------------------------------------------- (Title of Class of Securities) 346414-10-5 ----------- (CUSIP Number) Steven J. Glusband Carter Ledyard & Milburn LLP 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 17, 2009 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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). CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Holdings Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,272,568 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,272,568 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,272,568 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):9.64%*** 14 TYPE OF REPORTING PERSON: HC * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 2 CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Insurance Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,173,497 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,173,497 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,173,497 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.89%*** 14 TYPE OF REPORTING PERSON: IC * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 3 CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Pensions Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 549,521 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 549,521 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 549,521 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.16%*** 14 TYPE OF REPORTING PERSON: EP * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 4 CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Finance Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 99,071 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 99,071 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 99,071 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.75%*** 14 TYPE OF REPORTING PERSON: HC * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 5 CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Gemel Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 87,906 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 87,906 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 87,906 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.67%*** 14 TYPE OF REPORTING PERSON: EP * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 6 CUSIP No. 346414-10-5 1 NAME OF REPORTING PERSON: Menora Mivtachim Mutual Funds Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: OO* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 4,309 Ordinary Shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,309 Ordinary Shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,309 Ordinary Shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.03%*** 14 TYPE OF REPORTING PERSON: EP * See Item 3. ** See Item 5. *** Based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. 7 Item 1. Security and Issuer. -------------------- This Amendment No. 3 to the Statement on Schedule 13D filed on September 27, 2006, as last amended on March 19, 2009, relates to the ordinary shares, nominal par value NIS 1.00 per share (the "Ordinary Shares"), of Formula Systems (1985) Ltd. (the "Issuer"), an Israeli company whose principal executive offices are located at 3 Abba Eban Boulevard, Herzliya 46725, Israel. Item 2. Identity and Background. ------------------------ ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: This Statement is being filed by Menora Mivtachim Holdings Ltd. ("Menora Holdings"), Menora Mivtachim Insurance Ltd. ("Menora Insurance"), Menora Mivtachim Finance Ltd. ("Menora Finance"), Menora Mivtachim Pensions Ltd. ("Mivtachim Pensions"), Menora Mivtachim Gemel Ltd. ("Menora Gemel") and Menora Mivtachim Mutual Funds Ltd. ("Menora Mutual Funds"). Such entities are collectively referred to in this Statement as the "Reporting Persons." Menora Holdings is a holding company incorporated under the laws of the State of Israel, whose shares are traded on the Tel Aviv Stock Exchange. 61.9% of Menora Holding's outstanding shares and are held, directly and indirectly, by Mr. Menahem Gurevitch and 38.1% of the outstanding shares of Menora Holdings are held by the public. The address of Menora Holdings' principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel. Menora Insurance is a company incorporated under the laws of the State of Israel. 100.0% of Menora Insurance's outstanding shares are held by Menora Holdings. Menora Insurance's principal business is insurance. The address of Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel. Menora Finance is a holding company incorporated under the laws of the State of Israel. 100% of Menora Finance's outstanding shares are held by Menora Holdings. The address of Menora Finance's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel. Mivtachim Pensions is a pension fund established in accordance with the laws of the State of Israel. 100% of Mivtachim Pensions' outstanding shares are held by Menora Insurance. The address of Mivtachim Pensions' principal office is Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan 52136, Israel. Menora Gemel is a company incorporated under the laws of the State of Israel. 100% of Menora Gemel's outstanding shares are held by Menora Finance. Menora Gemel's principal business is the management of provident funds. The address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel. Menora Mutual Funds is a company incorporated under the laws of the State of Israel. 100% of Menora Mutual Funds' outstanding shares are held by Menora Finance. Menora Mutual Funds' principal business is the management of mutual funds. The address of Menora Mutual Funds' principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel. The name, business address and present principal occupation or employment of Mr. Menahem Gurevitch, the controlling shareholder of Menora Holdings, and each of the executive officers and directors of the Reporting Persons, and the name of any corporation or other organization in which such employment is conducted, are set forth on Schedule 1 hereto. During the last five years, none of the Reporting Persons and, to the best of the Reporting Person's knowledge, Mr. Menahem Gurevitch and any of the directors and executive officers of the Reporting Persons named on Schedule 1 hereto, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it, he or she was or is subject to a judgment, decree or final order either enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. 8 Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: During the past 60 days, Menora Insurance purchased an aggregate of 133,296 Ordinary Shares of the Issuer in a series of transactions. The total amount of funds used to purchase the 133,296 Ordinary Shares was approximately $808,208. In addition, during the past 60 days, Menora Insurance disposed of an aggregate of 995 Ordinary Shares of the Issuer in a series of transactions for an aggregate price of approximately $4,736. During the past 60 days, Menora Mutual Funds purchased an aggregate of 5,466 Ordinary Shares of the Issuer in a series of transactions. The total amount of funds used to purchase the 5,466 Ordinary Shares was approximately $26,005. In addition, during the past 60 days, Menora Mutual Funds disposed of an aggregate of 5,189 Ordinary Shares of the Issuer in a series of transactions for an aggregate price of approximately $24,179. All of the funds used for the purchases of the Issuer's shares reported in this Statement were derived from the investment accounts of Menora Insurance, Mivtachim Pensions, Menora Gemel and Menora Mutual Funds. Item 4. Purpose of Transaction. ----------------------- ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The Ordinary Shares purchased by the Reporting Persons during the past 60 days were purchased for portfolio investment purposes. The Reporting Persons currently do not have any plan or proposal, which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. 9 Item 5. Interest in Securities of the Issuer. ------------------------------------- ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) The Ordinary Shares of the Issuer reported in this Statement as beneficially owned by the Reporting Persons are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by Menora Insurance, Menora Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds, all of which are wholly-owned subsidiaries of Menora Holdings, each of which operates under independent management and makes independent voting and investment decisions. Consequently, this Statement should not be construed as an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares of the Issuer covered by this Statement. (b) Menora Holdings and Menora Insurance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of an aggregate 623,976 Ordinary Shares of the Issuer held of record by Menora Insurance, which constitute approximately 4.73% of the outstanding Ordinary Shares of the Issuer. Menora Holdings, Menora Insurance and Mivtachim Pensions have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 549,521 Ordinary Shares of the Issuer held of record by Mivtachim Pensions, which constitute approximately 4.16% of the outstanding Ordinary Shares of the Issuer. Menora Holdings and Menora Finance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 6,856 Ordinary Shares of the Issuer held of record by Menora Finance, which constitute approximately 0.05% of the outstanding Ordinary Shares of the Issuer. Menora Holdings, Menora Finance and Menora Gemel have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 87,906 Ordinary Shares of the Issuer held of record by Menora Gemel, which constitute approximately 0.67% of the outstanding Ordinary Shares of the Issuer. Menora Holdings, Menora Finance and Menora Mutual Funds have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the 4,309 Ordinary Shares of the Issuer held of record by Menora Mutual Funds, which constitute approximately 0.03% of the outstanding Ordinary Shares of the Issuer. The foregoing percentages are based on 13,200,000 ordinary shares of the Issuer issued and outstanding as of December 31, 2008, as reported in the Issuer's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 27, 2009. (c) The following table sets forth all the transactions in the Ordinary Shares effected by Menora Mutual Funds during the past sixty days. All such transactions were open market purchases effected on the Tel Aviv Stock Exchange. Date of Purchase (Sales) by Number of Ordinary Menora Mutual Funds Shares Purchased (Sold) Price Per Share* ------------------- ----------------------- ---------------- Mar 31, 2009 1,948 $4.47 Apr 13, 2009 (24) $4.66 Apr 16, 2009 (3,665) $4.68 Apr 21, 2009 (1,500) $4.61 Apr 22, 2009 1,594 $4.85 Apr 23, 2009 1,828 $4.96 Apr 27, 2009 96 $5.2 10 The following table sets forth all the transactions in the Ordinary Shares effected by Menora Insurance during the past sixty days. All such transactions were open market purchases effected on the Tel Aviv Stock Exchange. Date of Purchase (Sales) by Number of Ordinary Menora Insurance Shares Purchased (Sold) Price Per Share* ---------------- ----------------------- ---------------- Apr 20, 2009 (995) $4.76 Apr 26, 2009 6,500 $5.11 Apr 27, 2009 7,917 $5.14 May 7, 2009 76,148 $6.17 May 11, 2009 20,012 $6.28 May 13, 2009 9,645 $6.32 May 14, 2009 9,021 $5.91 May 17, 2009 4,053 $6.05 ---------- *The U.S. dollar price of shares purchased on the TASE is determined by dividing the price of an ordinary share in New Israeli Shekels by the representative exchange rate of the New Israeli Shekel against the U.S. dollar on the same date. The prices do not include broker's commissions. Except for the foregoing transactions, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons on Schedule 1, have effected any transactions in the Ordinary Shares during the past 60 days. (d) Except as set forth on this Statement, none of the Reporting Persons nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule 1, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------ None. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement 11 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: June 1, 2009 MENORA MIVTACHIM HOLDINGS LTD. By: /s/Ari Kalman By: /s/Yoni Tal -------------- ------------ Name: Ari Kalman Name: Yoni Tal Title: Deputy Managing Director Title: Chief Investment Officer MENORA MIVTACHIM INSURANCE LTD. By: /s/Ari Kalman By: /s/Yoni Tal ------------- ------------ Name: Ari Kalman Name: Yoni Tal Title: Chief Executive Officer Title: Deputy Managing Director and Investment Division Manager MENORA MIVTACHIM PENSIONS LTD. By: /s/Yacov Rozen By: /s/ Rami Armon -------------- -------------- Name: Yacov Rozen Name: Rami Armon Title: Chief Executive Officer Title: Chief Investment Officer MENORA MIVTACHIM FINANCE LTD. By: /s/ Yehuda Ben Assayag By: /s/Yoni Tal ---------------------- ------------ Name: Yehuda Ben Assayag Name: Yoni Tal Title: Chairman of the Board of Directors Title: Director MENORA MIVTACHIM GEMEL LTD. By: /s/ Yehuda Ben Assayag By: /s/Yacov Rozen ---------------------- -------------- Name: Yehuda Ben Assayag Name: Yacov Rozen Title: Director Title: Chairman of the Board of Directors MENORA MIVTACHIM MUTUAL FUNDS LTD. By: /s/ Ronen Avigdor By: /s/ Avi Sternschuss ----------------- -------------------- Name: Ronen Avigdor Name: Avi Sternschuss Title: Chief Executive Officer Title: Chairman of the Board of Directors 12 Schedule 1 List of Officers and Directors Menora Mivtachim Holdings Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Menahem Gurevitch Director and Chief Executive * Officer Ari Kalman Deputy Managing Director * Gedalia Doron Chairman of the Board of Directors 4 Uri St., Tel Aviv, Israel Shlomo Milo Director 14 Tsamarot St., Herzlia, Israel Jacob Segal Director 62 Pinkas St., Tel Aviv, Israel Bar Cochva Ben-Gera Director 16 Keren Hyesod, Rishon Lezion, Israel Shmuel Schwartz Internal Auditor * Yoni Tal Chief Investment Officer * Shai Kompel Chief Financial Officer * - ------------------ * The business address is that of Menora Holdings Ltd. , The address of Menora Holdings' principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel.
Menora Mivtachim Insurance Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Gedalia Doron Director 4 Uri St., Tel Aviv, Israel Shlomo Milo Director 14 Tsamarot St., Herzlia, Israel Jacob Segal Director 62 Pinkas St., Tel Aviv, Israel Kviateck Uri Director 8 Oppenhaimer St., Tel Aviv, Israel Ari Kalman Director and Chief Executive Officer * Eran Grifel Director C.E.O - Menora Mivtachim * Real Estate Ltd Bar Cochva Ben-Gera Director 16 Keren Hayesod St., Orly Yarkony Director 2 Dov Hoz St, Tel Aviv, Israel Yoni Tal Deputy Managing Director and * Investment Division Manager Shai Kompel Deputy Managing Director and * Accounting Division Manager Menachem Harpaz Deputy Managing Director and * Non-life Division Manager Shmuel Schwartz Internal Auditor * Yehuda Grossman Information and Technology Division * Manager
13
Dr. Avraham Levenglick Assistant General Manager and Chief * Actuary Gershon Gurevitch V.P Logistics and Properties * Gadi Ben - Hamo Assistant General Manager and North * Division Manager Yehuda Ben Assayag Deputy Managing Director and Life * Insurance Division Manager Ronen Kaufman Deputy Managing Director and Human * Resources Division Manager - ------------- * The business address is that of Menora Mivtachim Insurance Ltd. The address of Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel.
Menora Mivtachim Pensions Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Menahem Gurevitch Chairman of the Board of Directors * Ari Kalman Director * Shmuel Slavin Director Chairman of the Board - 6 Vissman St., Jerusalem, Azorim Investment, Israel Development & Construction Co Ltd. Tzipi Samet Director 13 Hatavor St., Mevaseret Zion, Israel Eran Grifel Director C.E.O - Menora Mivtachim * Real Estate Ltd. Yoram Belizovski Director 86 Levi Eshkol St., Tel Aviv, Israel Gedalia Doron Director 4 Uri St., Tel Aviv, Israel Hezi Zaieg Director C.E.O - Israeli Investment 28 H'ham H'tsarfati St., Center- Ministry of Ramat Gan, Israel Industry, Trade & Labor Yacov Rozen Chief Executive Officer * Motti Dahan Chief Operation and Service Officer * Guy Krieger Legal Advisor and General Counsel * Yeshayahu Orzitzer Chief Actuary * Dudi Lydner Chief Product and Development Officer * Israel Ezra Chief Financial Officer * Eli Hillel Chief Audit Executive * Rami Armon Chief Investment Officer * Ronny Shilo Division Human Resources and * Administrative Manager Eyal Azmon Marketing Manager * - ------------------ * The business address is that of Menora Mivtachim Pensions Ltd. The address of Mivtachim Pensions' principal office is Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan 52136, , Israel.
14 Menora Mivtachim Finance Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Ari Kalman Director * Yoni Tal Director * Shai Kompel Director * Eran Grifel Director C.E.O - Menora Mivtachim Real * Estate Ltd. Yacov Rozen Director * Yehuda Ben Assayag Chairman of the Board of Directors * - ------------------ * The business address is that of Menora Mivtachim Finance Ltd. The address of Menora Finance's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel.
Menora Mivtachim Gemel Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Yacov Rozen Chairman of the Board of Directors * Dudi Lydner Director * Yehuda Director * Ben Assayag Guy Iluz Director * Tzipi Samet Director 13 Hatavor St., Mevaseret Zion, Israel Hezi Zaieg Director C.E.O - Israeli Investment 28 H'ham H'tsarfati St., Center- Ministry of Industry, Ramat Gan, Israel Trade & Labor Yossi Gordon Director C.E.O - Association of 31 Meshek, Aminadav, Israel Constructors and Builders in Israel Itai Yaakov Chief Executive Officer * - ------------------ * The business address is that of Menora Mivtachim Gemel Ltd. Menora Gemel's principal business is the management of provident funds. The address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel.
Menora Mivtachim Mutual Funds Ltd.
Other Present Principal Occupation or Employment (if Name Position at Reporting Person applicable) Business Address - ---- ---------------------------- ---------------------------- ---------------- Avi Sternschuss Chairman of the Board of Directors * Moshe Kiali Director * Hayim Levi Director Professor at the Hebrew 12 Hshahar St., Jerusalem, University of Jerusalem Israel Eitan Barak Director 3 Kehilat Pozna, Tel Aviv, Israel Anat Bavitz Director C.P.A 11After St., Tel Aviv, Israel Ronen Avigdor Chief Executive Officer * - ------------------ * The business address is that of Menora Mivtachim Mutual Funds Ltd. The address of Menora Mutual Funds' principal office is Menora House, 115 Allenby Street, Tel Aviv 61008, Israel.
15 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the attached Statement on Schedule 13D/A relating to the Ordinary Shares, NIS 1.00 nominal par value per share, of Formula Systems (1985) Ltd. is filed on behalf of each of them. Date: June 1, 2009 MENORA MIVTACHIM HOLDINGS LTD. By: /s/Ari Kalman By: /s/Yoni Tal -------------- ------------ Name: Ari Kalman Name: Yoni Tal Title: Deputy Managing Director Title: Chief Investment Officer MENORA MIVTACHIM INSURANCE LTD. By: /s/Ari Kalman By: /s/Yoni Tal ------------- ------------ Name: Ari Kalman Name: Yoni Tal Title: Chief Executive Officer Title: Deputy Managing Director and Investment Division Manager MENORA MIVTACHIM PENSIONS LTD. By: /s/Yacov Rozen By: /s/ Rami Armon -------------- -------------- Name: Yacov Rozen Name: Rami Armon Title: Chief Executive Officer Title: Chief Investment Officer MENORA MIVTACHIM FINANCE LTD. By: /s/ Yehuda Ben Assayag By: /s/Yoni Tal ---------------------- ------------ Name: Yehuda Ben Assayag Name: Yoni Tal Title: Chairman of the Board of Directors Title: Director MENORA MIVTACHIM GEMEL LTD. By: /s/ Yehuda Ben Assayag By: /s/Yacov Rozen ---------------------- -------------- Name: Yehuda Ben Assayag Name: Yacov Rozen Title: Director Title: Chairman of the Board of Directors MENORA MIVTACHIM MUTUAL FUNDS LTD. By: /s/ Ronen Avigdor By: /s/ Avi Sternschuss ----------------- -------------------- Name: Ronen Avigdor Name: Avi Sternschuss Title: Chief Executive Officer Title: Chairman of the Board of Directors 16 -----END PRIVACY-ENHANCED MESSAGE-----