0001178913-15-000480.txt : 20150218 0001178913-15-000480.hdr.sgml : 20150216 20150217061151 ACCESSION NUMBER: 0001178913-15-000480 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ituran Location & Control Ltd. CENTRAL INDEX KEY: 0001337117 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81196 FILM NUMBER: 15617620 BUSINESS ADDRESS: STREET 1: 3 HASHIKMA STREET CITY: AZOOR STATE: L3 ZIP: 58001 BUSINESS PHONE: 972-3-557-1333 MAIL ADDRESS: STREET 1: 3 HASHIKMA STREET CITY: AZOOR STATE: L3 ZIP: 58001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAHANE YEHUDA CENTRAL INDEX KEY: 0001352444 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ITURAN LTD. 3 HASHIKMA ST. CITY: AZOUR STATE: L3 ZIP: 58001 SC 13G/A 1 zk1516188.htm SC 13G/A zk1516188.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Ituran Location and Control Ltd.
(Name of Issuer)
 
Ordinary Shares, Par Value NIS 0.331/3 per share
(Title of Class of Securities)
 
M6158M104
(CUSIP Number)

December 31, 2014
 (Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed
 
o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*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 13G
 
 
CUSIP No. M6158M104
   
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Yehuda Kahane
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER                                           
 
66,264 shares
6
SHARED VOTING POWER                                                      
 
1,580,757 shares
7
SOLE DISPOSITIVE POWER                                                      
 
66,264 shares
8
SHARED DISPOSITIVE POWER                                                                
 
1,580,757 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,647,021
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.9%
12
TYPE OF REPORTING PERSON

IN
 
 
2

 
 
Item 1.
 
(a) Name of Issuer:  Ituran Location and Control Ltd.
 
(b) Address of Issuer’s Principal Executive Offices: 3 Hashikma Street, Azour, 58001 Israel.
 
Item 2.
 
(a) Name of Person Filing: Yehuda Kahane
 
(b)  Address of Principal Business Office: 16 Tzamarot  St, Herzliah,  Israel.
 
(c) Citizenship:  Israel.
 
(d) Title of Class of Securities:  Ordinary Shares.
 
(e) CUSIP Number -  M6158M104
 
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable.
 
Item 4.   Ownership.
 
 
(a) 
Amount Beneficially Owned:  1,647,021 ordinary shares of the issuer.
 
As detailed below, this amount is composed of 66,264 ordinary shares directly jointly held by Professor Yehuda Kahane and his wife, Ms. Rivka Kahane; 148,950 ordinary shares directly held by Yehuda Kahane Ltd.; and 1,431,807 ordinary shares held by Moked Ituran Ltd.
 
Professor Kahane holds 50% of the shares of Yehuda Kahane Ltd. (the other 50% being held by his wife), and may be deemed a controlling person thereof.
 
Yehuda Kahane Ltd. holds approximately 26% of Moked Ituran Ltd. ("Moked"), the holder of approximately 19.4% of the issuer's share capital; and pursuant to a shareholders agreement among Moked's shareholders, Yehuda Kahane Ltd. has the power to direct the disposition of 1,431,807 of the issuer's shares held by Moked. The Moked's shareholders agreement, and its first amendment, is incorporated herein by reference as an exhibit. The second amendment of the Moked's shareholders agreement is attached herein as an exhibit.
 
 
(b) 
Percent of Class:  7.9% (calculated based on the amount of the outstanding ordinary shares of  the issuer, exclusive of the ordinary shares held by the issuer).
 
 
(c) 
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:   66,264
 
 
3

 
 
 
(ii)
Shared power to vote or to direct the vote:  1,580,757
 
 
(iii)
Sole power to dispose or to direct the disposition: 66,264
 
 
(iv)
Shared power to dispose or to direct the disposition: 1,580,757
 
Item 5.   Ownership of Five Percent or Less of a Class
 
Not Applicable.
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable.
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
As noted above, Professor Yehuda Kahane may be deemed a controlling person of Yehuda Kahane Ltd., which holds shares of the issuer directly and through Moked Ituran Ltd. See Item 4(a) above.
 
Item 8.   Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.   Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.  Certification.
 
Not applicable
 
Item 11.  Exhibits
 
Shareholder agreement dated May 28, 1998, as amended on September 6, 2005, attached as Exhibits (a) and (b) to form 13G filed by this reporting person on February 13, 2006, are incorporated by reference herein.
 
The amendment to Shareholders agreement dated May 28, 1998, as amended on September 17, 2014 is incorporated herein and attached as Exhibit (c).
 
 
4

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 11, 2015
 
 
Signature:
/s/ Yehuda Kahane
 
Name:
Yehuda Kahane

Attention: Intentional misstatements or omissions of fact constitute  Federal criminal violations (see 18 U.S.C. 1001).
 
 
5


EX-99 2 exhibit_c.htm EXHIBIT C exhibit_c.htm


EXHIBIT (c)


AMENDMENT
AMENDMENT No. 2 TO AN AGREEMENT FROM 05/18/1998
THAT WAS SIGNED in____ ON day ____ Month____, 2014

 
BETWEEN:    MOKED ITURAN LTD., PRIVATE COMPANY 51-218465-6
                        From Street__________________
                         ("Moked")
 
 ON THE ONE HAND
 
AND:     1.      MOKED SERVICES, INFORMATION, MANAGEMENT, INVESTMENTS  LTD., PRIVATE COMPANY 51-115929-8
                       From Street__________________

               2.      YEHUDA KAHANE LTD., PRIVATE COMPANY 51-218173-6
                        From Street__________________
 
                3.      F.K. GENERATORS AND EQUIPMENT LTD., PRIVATE COMPANY                   51-129494-4
                        From Street__________________

               4.      GIDEON EZRA LTD., PRIVATE COMPANY 51-221036-0
                       From Street__________________

               5.      EFFI SHERATZKI, I.D. 51677128
                       From Street__________________

               6.      YIGAL (GIGI) SHANI, I.D. 00780523
                       From Street__________________

              Jointly and individually (the "Shareholders")
 
ON THE OTHER HAND

WHEREAS
On the date May 18, 1998 The parties signed on an agreement that is attached herein as Annex A (the "Agreement") and following this, on September 6, 2005 the parties signed on an amendment to the Agreement that is attached herein as Annex B (the "Amendment to the Agreement"; the Agreement and the Amendment to the Agreement together shall be referred as the "Original Agreement");

And WHEREAS
F.K. GENERATORS AND EQUIPMENT LTD., PRIVATE COMPANY 51-129494-4 hereinafter ("F.K GENERATORS") instructed Moked, according F.K. GENERATORS vested   right, to sell part of Company's Shares (as defined in the Agreement) that been held by Moked and reflects the whole relative portion of F.K. GENERATORS in Moked hereinafter ("the Shares in Sale");

And WHEREAS
the parties wish to amend the Original Agreement as follows:

 
 

 
 
Therefore, it was agreed, conditioned and have been declared by the parties as follows:

1.
All the terms in this Amendment shall have the same meaning as appears in the Original Agreement unless explicitly stated otherwise in in this Amendment.

2.
Clause 6.1 to the Agreement, shall be amended and shall be read after the amendment as follows:

"this Agreement shall become valid one business day before the date the first prospectus of the Company is made public, and shall remain valid so long as Moked shall hold at least 15% (Fifteen percent) of the issued share capital of the Company, or - if the Company's stock should not be registered for trade on the Stock Exchange following publication of the Company's first prospectus, according to the earlier of the two. For this purpose "holding" - as this term is defined in Section 1 of the Securities Law, 5728 - 1968."

3.
Immediately following the sale of all the Shares in Sale, F.K. Generators shall cease to be a party to the Original Agreement and of this Amendment, and shall not be bound by their liabilities and will not benefit from any right that is embedded in them.
 
4.
To the extent it is necessary (if at all), to amend the articles of association of the Company following the provisions of this Amendment, the parties hereby grant their consent to the execution of such amendment, and such consent shall be regarded as a binding decision of the Shareholders' Meeting of Moked.

5.
Except for the aforesaid, remainder provisions of the Original Agreement shall remain intact and in effect.

6.
In case of contradiction between the provisions of this Amendment and the provisions of the Original Agreement, the provisions of this Amendment shall prevail.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT:

 
------------------------------------------                                                                                                        ------------------------------------------ 
MOKED SERVICES, INFORMATION, MAN                                                                                        MOKED ITURAN LTD.
AGEMENT, INVESTMENTS LTD.

------------------------------------------    
YEHUDA KAHANE LTD.

------------------------------------------    
F.K. GENERATORS AND EQUIPMENT, LTD.

------------------------------------------    
GIDEON EZRA LTD.

------------------------------------------    
EFFI SHERATZKI

------------------------------------------    
YIGAL (GIGI) SHANI