UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
G. Willi-Food International Ltd.
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(Name of Issuer)
Ordinary Shares, nominal value NIS 0.10 per share
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(Title of Class of Securities)
0-29256
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(CUSIP Number)
4 Nahal Harif St.,
Yavne 81224, Israel
Attention: Zwi Williger
Telephone: 972-8-932-1000
with a copy to:
Gross, Kleinhendler, Hodak, Berkman & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Attn: Perry Wildes, Adv.
972-3-607-4444
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Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications
See Item 1
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box: [_]
Page 1 of 10 Pages
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0-29256 SCHEDULE 13D Page 2 of 10 Pages
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Note: Schedules filed in paper format should include a signed original and five
copies of the schedule, including all exhibits. See Rule 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).
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0-29256 SCHEDULE 13D Page 3 of 10 Pages
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1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willi-Food Investments Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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-
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,366,312 Ordinary Shares (see Item 5)
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,366,312 Ordinary Shares (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,366,312 Ordinary Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.00%
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14 TYPE OF REPORTING PERSON
CO
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0-29256 SCHEDULE 13D Page 4 of 10 Pages
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1 NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Arieh Bar Lev (Arcadi Gaydamak)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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-
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,366,312 Ordinary Shares (see Item 5)
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,366,312 Ordinary Shares (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,366,312 Ordinary Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.00%
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14 TYPE OF REPORTING PERSON
IN
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0-29256 SCHEDULE 13D Page 5 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 8 (the "AMENDMENT") amends and supplements the Schedule
13D dated October 7, 2002, as amended (the "SCHEDULE 13D"), originally filed
with the Securities and Exchange Commission by Willi-Food Investments Ltd.
("WIL"), Mr. Zwi Williger ("ZW") and Mr. Joseph Williger ("JW").
The Amendment relates to the ordinary shares, NIS 0.10 nominal value per
share (the "Ordinary Shares"), of G. Willi-Food International Ltd. (the
"ISSUER"), an Israeli corporation with principal executive offices at 4 Nahal
Harif St., Yavne 81224, Israel.
On August 1, 2007, ZW and JW, the former majority owners of WIL, sold an
aggregate of 3,907,530 million shares of WIL (constituting approximately 42.26%
of the then currently issued and outstanding share capital of WIL) to Mr. Arieh
Bar Lev (Arcadi Gaydamak) ("AG") for an aggregate purchase price of $40.5
million (NIS 171.3 million), such price reflecting a price per share of NIS
43.84 ($10.36). ZW sold 2,648,944 shares of WIL (constituting approximately
30.5% of ZW's outstanding shares in WIL), and JW sold 1,258,586 shares of WIL
(constituting JW's entire holdings in WIL). As of September 18, 2007, ZW owned
982,534 shares of WIL.
As a result of the foregoing transaction, ZW and JW are no longer deemed
reporting persons under the Schedule 13D. All references in the Schedule 13D, as
amended by this Amendment, to the "Reporting Persons" will now refer to WIL and
AG.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D, "Identity and Background" is hereby amended and
restated by replacing it with the following:
(a) This Statement is being filed by WIL and AG. Each of the Reporting
Persons has made, and will continue to make, its own investment decisions with
respect to securities of the Issuer, including the Ordinary Shares (see Item 5).
Each Reporting Person expressly disclaims membership in a "group" with any other
person within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended (the "ACT").
(a), (b) and (c) WIL is a public corporation traded on the Tel Aviv Stock
Exchange that is organized under the laws of Israel. WIL is a holding company
that controls the Issuer. WIL's principal business and executive office are
located at 4 Nahal Harif St., Yavne 81224, Israel. SCHEDULE 1 sets forth the
respective business addresses of the directors and executive officers (the
"LISTED PERSONS") of WIL. AG is an individual whose business address is 5 Naot
Deshe St., Jerusalem 67021, Israel, and is in the business of investing in
public and private companies.
(d) and (e) None of the Reporting Persons and none of the Listed Persons,
has, during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) 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.
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0-29256 SCHEDULE 13D Page 6 of 10 Pages
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(f) AG is a citizen of Israel. SCHEDULE 1 sets forth the citizenship of
each of the Listed Persons.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D, "Purpose of Transaction" is amended and
restated by replacing it with the following:
Each Reporting person acquired Ordinary Shares as an investment. Each of
the Reporting Persons may acquire additional Ordinary Shares, and dispose of
Ordinary Shares, or formulate other purposes, plans or proposals relating to the
securities of the Issuer, including the Ordinary Shares, depending on its
personal circumstances, the state of the Issuer's business, general economic or
market conditions, investment policies of such Reporting Person or other
factors. Except as disclosed in this Item 4, none of the Reporting Persons has
any current plans or proposals which relate to or would result in any of the
following:
(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 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 plans or proposals 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, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease 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 Act; or
(j) Any action similar to any of those enumerated above.
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0-29256 SCHEDULE 13D Page 7 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D, "Interest in Securities of the Issuer" is
amended and restated by replacing it with the following:
(a) As of September 18, 2007, (i) WIL beneficially owned 6,366,312 Ordinary
Shares, equal to approximately 62.00% of the total number of Ordinary Shares
outstanding as of that date; and (ii) AG beneficially owned 6,366,312 Ordinary
Shares, equal to approximately 62.00% of the total number of Ordinary Shares
outstanding as of that date.
(b) (i) As of September 18, 2007, WIL shares with AG the power to vote or
to direct the vote and the power to dispose or to direct the disposition of
all of the 6,366,312 Ordinary Shares that it beneficially owns.
(ii) As of September 18, 2007, AG shares with WIL the power to vote or
to direct the vote and the power to dispose of or to direct the disposition
of 6,366,312 Ordinary Shares.
(iii) WIL and AG have no agreement to act as a group with respect to
shares beneficially owned by the other.
(c) See the table below for disclosure of the (1) the date, (2) the price
and (3) the amount of shares purchased or sold by WIL, AG or the Listed Person
during the past 60 days.
PURCHASE (SALE) PURCHASE (SALE) PURCHASE (SALE) PURCHASE (SALE)
OF ORDINARY OF ORDINARY OF ORDINARY OF ORDINARY
DATE SHARES BY WIL SHARES BY AG SHARES BY JW SHARES BY ZW PRICE
-------------------- ------------------ ------------------ ------------------ ------------------ -----------------
08/10/07 (414) --- --- --- $US 8.01
08/13/07 (100) --- --- --- $US 8.01
08/14/07 (507) --- --- --- $US 8.01
08/17/07 (651) --- --- --- $US 8.01
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* Expressed in U.S. dollars before brokers' commission.
(d) As of August 1, 2007, JW ceased to be the beneficial owner of more than
5% (five percent) of the Ordinary shares.
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0-29256 SCHEDULE 13D Page 8 of 10 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described in Item 2(b) and Item 5 of this Statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and between such persons and any person with respect
to any of the Ordinary Shares or any other securities of the Issuer, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement of Joint Filing pursuant to Rule 13d(1)-(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES ON NEXT PAGE]
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0-29256 SCHEDULE 13D Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this Statement is true, correct and complete.
Dated: September 18, 2007 Willi-Food Investments Ltd.
By: /s/ Joseph Williger
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Joseph Williger
Chairman
Dated: September 18, 2007 /s/ Arcadi Gaydamak
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Arcadi Gaydamak
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0-29256 SCHEDULE 13D Page 10 of 10 Pages
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SCHEDULE 1
Set forth below are the names of the directors and executive officers of
Willi-Food Investments Ltd. and their present business addresses, principal
occupation or employment and citizenship.
Name of Director Business address Principal Occupation Citizenship
---------------- ---------------- -------------------- -----------
Joseph Williger 4 Nahal Harif St., Chief Executive Officer and Israel
Yavne 81224, Israel Director
Zwi Williger 4 Nahal Harif St., Chief Operating Officer and Israel
Yavne 81224, Israel Director
Gil Hochboim 4 Nahal Harif St., Vice President Israel
Yavne 81224, Israel
Yaron Levy 4 Nahal Harif St., Chief Financial Officer Israel
Yavne 81224, Israel
Shlomo Kleiman 49 Hagalil St., Headmaster, Yavne School - Israel
Haifa Israel Haifa
Shlomo Rothman 9 Yehuda Hamacabi St., Director Israel
Herzlia Israel
Sigal Grinboim 7 Barazani St., CPA Israel
Tel-Aviv Israel
Shmuel Mesenberg 15 Hafetz Mordechai St., Director Israel
Petah Tikva Israel
Nathan Nissani 22 Yehi'am St., Business Consultant Israel
Ramat Hasharon Israel