UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Tower Semiconductor Ltd.

(Name of Issuer)

Ordinary Shares, NIS 15.00 par value per share

(Title of Class of Securities)

M87915-10-0

(CUSIP Number)

Ronen Meidan

Bank Hapoalim B.M.

45 Rothschild Blvd.

Tel Aviv 6578403, Israel

972-3-5674174

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

June 24, 2013

(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 §§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 §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

The statement on Schedule 13D, dated February 3, 2011, of Bank Hapoalim B.M. (“Hapoalim”) and Tarshish Hahzakot Vehashkaot Hapoalim Ltd. (“Tarshish”), as amended by Amendment No. 1 thereto, dated June 10, 2013, is hereby further amended as follows:

Schedule A is hereby amended to read in its entirety as attached hereto and incorporated by reference.

Item 3 is hereby amended to add the following sentence at the end thereof:

“The source of the US $1,750,660 subscription price to exercise 87,533 of the Rights (as defined in Item 5 below) on June 27, 2013 was the working capital of Hapoalim.”

Item 4 is hereby amended to add the following sentence at the end thereof:

“The purpose of the exercise of 87,533 of the Rights (as defined in Item 5 below) on June 27, 2013 was to utilise a short-term opportunity to purchase Tower securities at what Hapoalim believed to be an attractive price.”

Item 5(a)-(c) is hereby amended to read in its entirety as follows:

“To the knowledge of the Reporting Persons:

Set forth below are the dates of sale, number and average price per share of Ordinary Shares sold by Hapoalim on NASDAQ on June 13, 2013 and over the counter on June 21, 2013:

On June 13, 2013, Tower distributed, for each 44 Ordinary Shares either (a) owned by its shareholders or (b) that holders of its options, capital notes and certain warrants (including the warrants held by Hapoalim) would be entitled to receive upon exercise or conversion thereof, a transferable right (“the Right”) to purchase, for a subscription price of US $20.00:

In such Rights distribution, Hapoalim received 146,937 Rights.

The Rights expired on June 27, 2013, but were listed for trading on the TASE for one trading day only on June 24, 2013.

On June 24, 2013, Hapoalim sold 59,404 Rights on the TASE for an average price of US $3.35 per Right. Although all sales were made in New Israel Sheqels (“NIS”), the U.S. Dollar Price set forth above reflects conversion of such NIS Price into U.S. Dollars based on the relevant Representative Rate published by the Bank of Israel.

On June 27, 2013, Hapoalim exercised a total of 87,533 Rights for a total subscription price of US $1,750,660.

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.

SCHEDULE A

Information Regarding Senior Officers and Directors of Bank Hapoalim B.M.

Board of Directors

Senior Officers

PRINCIPAL HOLDERS OF THE

ISSUED SHARE CAPITAL OF BANK HAPOALIM B.M.

Arison Holdings (1998) Ltd. - Director Information

Salt Of The Earth Ltd. - Director Information

Information Regarding Senior Officers and Directors

of Tarshish Hahzakot Vehashkaot Hapoalim Ltd.

Board of Directors